Chubb Ltd

For the period ended May 15, 2025. Filed Apr 1, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2025 · Filed Apr 1, 2025

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Contents

Proxy Summary

The summary pages that follow highlight information discussed in more detail elsewhere in this proxy statement for Chubb Limited’s 2025 Annual General Meeting to be held on Thursday, May 15, 2025. We hope that the information we have provided in these summary pages assists you to better understand and evaluate our meeting agenda, corporate governance and executive compensation program.

References in this proxy statement to “$” and “USD” are to United States dollars and references to “CHF” are to Swiss francs. Unless context otherwise requires, references to “we”, “us”, “our”, “Chubb” or the “Company” are to Chubb Limited.

Meeting Agenda and Board Voting Recommendations


1 Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2024	For	11
2 Allocation of disposable profit and distribution of a dividend out of legal reserves
	2.1 Allocation of disposable profit	For	12
	2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)	For	13
3 Discharge of the Board of Directors	For	15
4 Election of Auditors
	4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor	For	16
	4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting	For	16
	4.3 Election of BDO AG (Zurich) as special audit firm	For	18
5 Election of the Board of Directors	For each nominee	19
6 Election of the Chairman of the Board of Directors	For	28
7 Election of the Compensation Committee of the Board of Directors	For each nominee	30
8 Election of Homburger AG as independent proxy	For	31
9 Renewal of a capital band for authorized share capital increases and reductions	For	32
10 Approval of the compensation of the Board of Directors and Executive Management under Swiss law requirements
	10.1 Maximum compensation of the Board of Directors until the next annual general meeting	For	35
	10.2 Maximum compensation of Executive Management for the 2026 calendar year	For	36
	10.3 Advisory vote to approve the Swiss compensation report	For	39
11 Advisory vote to approve executive compensation under U.S. securities law requirements	For	41
12 Approval of the Sustainability Report of Chubb Limited for the year ended December 31, 2024	For	43
13 Shareholder proposal on Scope 3 greenhouse gas emissions reporting, if properly presented	Against	45

Deadlines to Submit Voting Instructions

Beneficial owners (shares held through broker, bank or other nominee) — by 11:59 p.m. ET on May 13, 2025

Record owners (shares held at Computershare) — by 12:00 noon ET (6:00 p.m. CET) on May 14, 2025

	2			Chubb Limited 2025 Proxy Statement

Proxy Summary —Director Nominee Information

Director Nominee Information

Our director nominee slate is comprised of 13 current members of our Board of Directors and one new nominee. Each director nominee stands for election to a one-year term annually.

Our Board recommends a vote “FOR” each of the nominees listed below. See Agenda Item 5 for additional information on our director nominees.


Nominee	Age	DirectorSince	Principal Occupation	Executive	Audit	Compensation	Nominating &Governance	Risk &Finance
Evan G. Greenberg	70	2002	Chairman and Chief Executive Officer, Chubb Limited	Chair
Michael P. Connors Independent Lead Director	69	2011	Chairman and Chief Executive Officer, Information Services Group, Inc.	●		●	●
Michael G. Atieh	71	1991	Retired Chief Financial and Business Officer, Ophthotech Corporation					●
Nancy K. Buese	55	2023	Former Chief Financial Officer, Baker Hughes Company		●
Sheila P. Burke	74	2016	Strategic Advisor, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC					●
Nelson J. Chai	59	2024	Executive Chair, DailyPay LLC; Former Chief Financial Officer, Uber Technologies, Inc.		●
Michael L. Corbat	64	2023	Former Chief Executive Officer, Citigroup Inc.			●	●
Fred Hu	61	New Nominee	Chairman and Chief Executive Officer, Primavera Capital Group					●
Robert J. Hugin	70	2020	Former Chairman and Chief Executive Officer, Celgene Corporation					●
Robert W. Scully	75	2014	Retired Co-President, Morgan Stanley	●	Chair
Theodore E. Shasta	74	2010	Retired Partner, Wellington Management Company		●
David H. Sidwell	72	2014	Retired Chief Financial Officer, Morgan Stanley	●		●	Chair
Olivier Steimer	69	2008	Former Chairman, Banque Cantonale Vaudoise	●				Chair
Frances F. Townsend	63	2020	Advisory Services, Frances Fragos Townsend, LLC	●		Chair	●

	Chubb Limited 2025 Proxy Statement			3

Proxy Summary —Board and Governance Highlights

Board and Governance Highlights

	Board Composition and Independence			• 93% independent nominee slate (all except CEO) • Independent Lead Director with significant and substantive powers and responsibilities • All independent directors on Audit, Compensation, Nominating & Governance and Risk & Finance Committees • Regular executive sessions of independent directors without the Chairman or other management present • Board composition and skills matrix discussed and reviewed at each Nominating & Governance Committee meeting. The Committee carefully considers relevant individual and collective criteria with a variety of complementary skill sets, qualifications, backgrounds and experiences • Meaningful external commitment limitations for all directors; public company CEOs may not sit on more than one public company board (excluding Chubb), and no director may have more than four additional public company board and executive management affiliations • Annual Board and committee self-evaluations • Continuing education and training for all directors
	Board Tenure			• Balance of shorter-, medium- and longer-serving directors. Six of our nominees (43%) have a tenure of 5 years or less
	Board Oversight of Risk			• Active Board and committee oversight of risk and enterprise risk management framework • Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks
	Shareholder Powers and Company Accountability			• Majority-vote requirement for directors • Annual shareholder vote on Chairman, as well as separate election of directors and election of Compensation Committee. The Board may not appoint directors to fill vacancies • Shareholder ability to call a special meeting • Annual binding votes on the maximum compensation of our directors and Executive Management • Commitment to regular, productive and collaborative shareholder outreach
	Sustainability Governance and Reporting			• Nominating & Governance Committee has Board-delegated oversight for our Corporate Citizenship activities and sustainability policies and initiatives, and other Board committees monitor and review sustainability matters in accordance with their charter responsibilities. Sustainability and climate are also full Board topics • Comprehensive public reporting, including an annual Sustainability Report prepared using the process set forth by the International Sustainability Standards Board
	Succession Planning and Talent Management			• Nominating & Governance Committee considers Board composition regularly, and seeks to identify candidates to serve evolving governance, regulatory and other Company needs • Employee management is a full Board topic. The Board receives regular updates from senior management and actively monitors leadership succession plans and other human resource priorities such as talent retention, leadership development, hiring activity and diversity at the executive level and within the overall workforce • Chairman and CEO succession plans under various scenarios are discussed and reviewed at least annually; discussions occur with CEO as well as in executive sessions of solely independent directors • Long-planned 2024 executive succession management changes for North America, Overseas General, Asia and Technology & Operations demonstrate stable management, deep bench, internal growth and advancement, and focus on an orderly succession process

	4			Chubb Limited 2025 Proxy Statement

Compensation Highlights

How Our Compensation Program Works

	What We Reward • Superior operating and financial performance, as measured against prior year, Board-approved plan and peers • Achievement of strategic goals • Superior underwriting and risk management in all our business activities					How We Link Pay to Performance • The core link is performance measured across 5 key metrics, evaluated comprehensively within the context of our operating environment – Core operating income – Core operating return on equity – Core operating return on tangible equity – P&C combined ratio – Tangible book value per share growth • Total shareholder return (TSR) modifier • Consideration of strategic achievements, including leadership and execution of key non-financial objectives					How We Paid Our Named Executive Officers (NEOs) The Compensation Committee considered financial, strategic and operational performance, and took into account the Company’s 2024 financial results on an absolute basis and relative to peers, which also reflected the best full-year financial performance in the Company’s history. CEO total pay • $29.95 million, up 7.3% vs. 2023 Other NEO total pay • up 9.1% on average vs. 2023

Compensation Profile

Approximately 95% of the total direct compensation of our CEO and 89% of the total direct compensation of our other NEOs is variable or “at-risk.” The total direct compensation components for our CEO and other NEOs are summarized in the charts below. Further detail is provided in “2024 NEO Total Direct Compensation and Performance Summary” beginning on page 91.

When determining the final mix of pay for the CEO and other NEOs, the overall compensation package is weighted towards variable rather than fixed compensation, and to long-term rather than short-term awards, in order to better link pay and performance and to align executive awards with long-term shareholder value creation. In line with this approach, long-term equity compensation of our CEO and other NEOs is typically 1.5 to 2.5 times the short-term annual cash bonus award.

Performance-based equity awards, which cliff-vest after the end of a three-year period if certain performance criteria are satisfied, comprise 100% of the annual long-term equity award for each of our NEOs. See “How We Determine Total Direct Compensation Pay Mix — Equity Compensation” beginning on page 88 for details on our equity award criteria and vesting conditions.

CEO Total Direct Compensation

Other NEOs Total Direct Compensation

	Chubb Limited 2025 Proxy Statement			5

Our CEO Compensation Process

Each year, the Compensation Committee sets a scorecard for the potential range of CEO compensation, with top-, middle- and low-end bands tied to achievement of specific financial, operational and strategic goals, considered together with TSR, as reflected in the following summary for 2024:

	6			Chubb Limited 2025 Proxy Statement

How We Use Peer Groups

We utilize two peer groups in order to (1) assess our financial performance against key metrics relative to our P&C insurance industry peers with whom we compete for business (Financial Performance Peer Group) and (2) align our CEO compensation with companies of comparable size and complexity that we seek to be competitive with for talent and compensation purposes (CEO Compensation Benchmarking Peer Group). The Committee reviews and assesses both peer groups at least annually.

	2024 Financial Performance Peer Group				2024 CEO Compensation Benchmarking Peer Group
	• The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. • Liberty Mutual Holding Company Inc.* • The Travelers Companies, Inc. • Zurich Insurance Group**				• The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. • Cigna Corp.			• Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc.

For all metrics other than TSR. Liberty Mutual Holding Company Inc. is a mutual company and has no TSR measure.

For TSR only. Due to Zurich Insurance Group’s adoption of IFRS 17 accounting in 2023, replacing U.S. GAAP, Zurich Insurance Group’s financial performance is no longer comparable and inclusion would distort the relative performance evaluation on metrics other than TSR. The Company and each other peer in the Financial Performance Peer Group report in accordance with U.S. GAAP.

Financial, Strategic and Operational Highlights: Why You Should Vote “For” Say-on-Pay

We highlight the following factors in support of our Board’s recommendations that you vote “FOR” our Swiss and SEC say-on-pay proposals:

	Excellent financial performance for 2024, reflecting record operating results, including record earnings from each of our three primary sources of income (P&C underwriting income, investment income and life income), solid premium revenue growth, strong shareholder returns, and outstanding underlying fundamentals:

	Record operating results			• Record Chubb net income and Chubb net income per share of $9.27 billion and $22.70, up 2.7% and 4.1% from 2023’s record. Excluding one-time deferred tax benefits of $1.14 billion in 2023 and $55 million in 2024 related to the enactment of Bermuda’s income tax law (Bermuda tax benefit), net income and net income per share were up 16.8% and 18.4% from 2023 • Core operating income and core operating income per share were $9.20 billion and $22.51, compared to records of $9.34 billion and $22.54 in 2023. Adjusted for the Bermuda tax benefit, 2024 core operating income and core operating income per share were records, up 11.5% and 13.0% compared to 2023 • Over the past three years core operating income has grown 65%
	World-class P&C underwritingperformance and a growing life insurance business			• Industry-leading P&C combined ratio of 86.6%, nearly matching 2023’s record of 86.5%. The current accident year P&C combined ratio excluding catastrophe losses was a record 83.1% compared to 83.9% in 2023 • Consolidated net premiums written of $51.47 billion, up 8.7% from 2023 • Record P&C underwriting income of $5.85 billion, up 7.1% from 2023 • Life Insurance segment income topped $1 billion, with a record $1.10 billion, up 7.3% in constant dollars from 2023

	Chubb Limited 2025 Proxy Statement			7

	Record investmentperformance			• Record pre-tax net investment income and adjusted net investment income of $5.93 billion and $6.38 billion, up 20.1% and 19.3% from 2023
	Strong shareholder returns and value creation			• Book and tangible book value per share increased 8.8% and 14.1%, respectively, for the year. Each were the highest year-end amounts in the Company’s history • Return on equity (ROE) was 15.0%, core operating ROE was 13.9% and core operating return on tangible equity (ROTE) was 21.6% • 1-year and 3-year annualized TSR, which include stock price appreciation plus reinvested dividends, were 23.9% and 14.4%; cumulative three-year TSR was 49.7% • $3.48 billion returned to shareholders through dividends and share repurchases, while continuing to invest in our business for the future

	Successfully executed on significant strategic and operational goals and initiatives, including:

	Execution of business strategy			• Top and bottom-line results demonstrated the broad and diversified nature of the Company and the consistency of contributions from our businesses around the world • Capitalized on market conditions by balancing push for growth and profitability, and maintaining underwriting discipline and excellence in customer and partner service • Added leadership, capabilities and products: executed strategies to grow consumer lines and middle market/small commercial segments • Advanced digitization across the globe according to plan • Reimagined and executed investment strategies in a changing interest rate and investment environment; achieved record investment income
	Advanced long-term growth initiatives			• Continued momentum in international life as business becomes a meaningful contributor to revenue and earnings, particularly as a result of successful integration of acquired Cigna businesses in the Asia-Pacific region and acquiring a controlling ownership interest of Huatai Insurance Group
	Enhancement of digital, data and analytics capabilities			• Expanded data and software engineering capabilities and enhanced data center platforms in line with strategic plan • Significant progress with launch of global data platform and ingestion implementation and use of artificial intelligence
	Culture and talent management			• Successfully completed long-planned executive succession management changes, executing transition plans in North America, Overseas General, Asia and Technology & Operations • Enhanced diversity at the executive level through merit-based hiring and promotions • Strengthened talent pipeline through external hiring of 6,000 and internal promotions of more than 5,000, as well as employee development and skills-based training
	Climate leadership			• Demonstrated industry leadership on climate issues with continued growth of Chubb Climate+ business unit to support energy security (including oil and gas) and companies engaged in developing technologies and processes to lower carbon emissions and promote climate resilience; continued development and implementation of climate underwriting criteria for responsible high-emitting industries; and led industry engagement with investors, climate experts and advocacy groups to advance the insurance industry’s sustainability and resilience initiatives

	8			Chubb Limited 2025 Proxy Statement

Key Metrics Against Prior Year, Plan and Peers

The Compensation Committee evaluates our absolute and relative financial performance across the five key metrics detailed in the table below, as well as TSR.

Overall 2024 financial results were excellent and reflect the best full-year financial performance in the Company’s history. On an absolute basis, Company performance exceeded plan on four of the five key metrics and delivered strong 1-year and 3-year TSR results. Comparisons to prior year results on core operating income, core operating ROE and core operating ROTE are impacted by the $1.14 billion favorable impact in 2023 from the Bermuda tax benefit; adjusted for the benefit in 2023 and 2024, the Company’s 2024 results on core operating income and core operating ROE exceeded prior year, and core operating ROTE was 0.1 point below 2023’s record.

On average across the key metrics, our performance relative to the Financial Performance Peer Group was at the 66th percentile when adjusted for the Bermuda tax benefit and the 58th percentile on a reported basis. Further information on each of the metrics is below.

Core operatingincome	$9.20B	Core operating income exceeded plan, but was slightly below prior year on a reported basis due to the Bermuda tax benefit. Adjusted for the Bermuda tax benefit, core operating income substantially exceeded prior year by 11.5% and was a record. Core operating income growth was at the 40th percentile of the Financial Performance Peer Group adjusted for the Bermuda tax benefit and last on a reported basis, although our placement was distorted by one of our peers having minimal core operating income in 2023 and more normalized results in 2024.
P&C combinedratio	86.6%	P&C combined ratio relative performance was better than that of every company in the Financial Performance Peer Group (100th percentile). Absolute performance beat plan but was 0.1 point higher than 2023’s record. Our 2024 current accident year P&C combined ratio excluding catastrophe losses was a record 83.1%.
Core operating return on equity (ROE)	13.9%	Core operating ROE results exceeded plan. Results exceeded prior year when adjusted for the Bermuda tax benefit but were below prior year on a reported basis. Relative performance was at the 48th percentile of the Financial Performance Peer Group on both a reported basis and adjusted for the Bermuda tax benefit.
Core operating return on tangible equity (ROTE)	21.6%	Core operating ROTE results exceeded plan. Results were below prior year on a reported basis, and 0.1 point below prior year’s record when adjusted for the Bermuda tax benefit. Relative performance was at the 80th percentile of the Financial Performance Peer Group on both a reported basis and adjusted for the Bermuda tax benefit.
Tangible bookvalue per share growth	14.1%	Tangible book value per share growth relative performance was at the 60th percentile of the Financial Performance Peer Group, and results were below plan and prior year. Tangible book value per share growth exceeded plan and prior year when excluding accumulated other comprehensive income, which eliminates the effect of items that can fluctuate significantly from period to period, primarily based on changes in interest rates and foreign currency movement.

Total shareholder return	23.9% 1-year 14.4% 3-year	Our 1-year and 3-year annualized TSR were at the 20th (5.3 percentage points from median) and 32nd percentiles (2.7 percentage points from median), respectively, of our Financial Performance Peer Group. Our cumulative 3-year TSR was 49.7%.

	Chubb Limited 2025 Proxy Statement			9

2024 Compensation Decisions

	In determining the compensation direction of the Company and in setting the 2024 compensation for the CEO and other NEOs, the Compensation Committee considered the Company’s performance on key financial metrics on an absolute basis and relative to its Financial Performance Peer Group, progress and execution on operational and strategic objectives, and shareholder value creation. When deciding 2024 variable pay for the CEO and other NEOs, including both cash bonuses and long-term equity awards, the Compensation Committee recognized their outstanding leadership, sound judgment and steadfast focus, which drove the Company’s outstanding overall performance described above in “Financial, Operational and Strategic Highlights: Why You Should Vote ‘For’ Say-on-Pay” and “Key Metrics Against Prior Year, Plan and Peers”. Compensation decisions reflect the Company’s philosophy to closely link pay to performance, ensuring that its leadership team remains highly motivated, and strongly aligning remuneration outcomes with the creation of shareholder value. The decisions also demonstrate the use of short- and long-term variable pay components to adjust compensation to reflect current year results and longer-term impacts. As a result, the Compensation Committee determined to increase the CEO’s variable compensation for 2024. The CEO’s annual cash bonus was set at $9.5 million. The long-term equity award was set at $18.85 million. The Committee also reinforced the alignment of the CEO’s compensation with long-term Company performance, as 100% of the annual equity award is subject to performance-based vesting. The Committee believes that requiring the entirety of the CEO’s equity awards to vest, if at all, depending on Company performance more closely aligns the pay of our CEO with long-term Company financial performance and the creation of shareholder value. The Committee further determined not to increase the CEO’s base salary. Further details on the compensation decisions for the CEO as well as the other NEOs are described in “2024 NEO Total Direct Compensation and Performance Summary” beginning on page 91.

Executive Compensation, Good Governance and Risk Management

The Compensation Committee has taken steps to ensure that our executive compensation program aligns with our corporate values and culture by adopting policies and practices that discourage excessive risk-taking, ensure a stake in long-term Company performance and hold executives accountable for individual and Company performance.

	What We Do				What We Don’t Do
	• Substantial equity component to align pay with performance • 100% of each NEO’s annual equity award is subject to performance-based vesting • Performance-based equity awards have 3-year cliff vesting and two operating metrics (tangible book value per share growth and P&C combined ratio) that drive long-term shareholder value, with TSR used only as a modifier for premium awards • Significant amount of at-risk pay (95% for CEO, 89% for other NEOs) • Significant mandatory share ownership requirements (CEO — 7X base salary; other NEOs — 4X base salary) • Independent compensation consultant at every Compensation Committee meeting • Double trigger change in control for equity awards • Detailed Company and individual performance criteria covering both financial and operational/strategic performance • Robust insider trading and clawback policies, including recovery of cash bonus and both time-based and performance-based equity, vested and unvested, in certain circumstances • Peer groups reevaluated at least annually • Employment agreements with non-competition and non-solicitation terms for Executive Management • Compensation Committee considers shareholder feedback in evaluating compensation program and disclosure				• No hedging of Chubb securities • No new pledging of Chubb shares owned by executive officers or directors • No excessive perquisites for executives • No repricing or exchange of underwater stock options • No options backdating • • No multi-year guaranteed bonuses • No disproportionate supplemental pensions • No annual pro-rata vesting of performance-based equity awards or second chance “look back” vesting

	10			Chubb Limited 2025 Proxy Statement

Agenda Item 1

Approval of the Management Report, Standalone Financial

Statements and Consolidated Financial Statements of Chubb Limited

for the Year Ended December 31, 2024

Our Board of Directors is asking shareholders to approve Chubb Limited’s management report, standalone financial statements and consolidated financial statements for the year ended December 31, 2024.

Under Swiss law, our management report, standalone financial statements and consolidated financial statements must be submitted to shareholders for approval at each annual general meeting.

These items are all included in the Chubb Limited Annual Report for the fiscal year ended December 31, 2024 (the Annual Report), which is part of the proxy materials we provide. Specifically, the Annual Report contains:

Chubb Limited’s consolidated financial statements for the year ended December 31, 2024;

the standalone Swiss statutory financial statements of Chubb Limited (which do not consolidate the results of operations for Chubb Limited’s subsidiaries);

the standalone Swiss statutory compensation report of Chubb Limited (the Swiss Compensation Report);

the reports of our statutory auditor and independent registered public accounting firm; and

information on the Company’s business, organization and strategy (which forms the management report as defined under Swiss law).

Copies of our 2024 Annual Report and this proxy statement will be available to all shareholders entitled to vote at the May 15, 2025 annual general meeting of shareholders (the Annual General Meeting), on the Internet atwww.envisionreports.com/CB on or about April 3, 2025.

The Company’s statutory auditor, PricewaterhouseCoopers AG, Zurich, Switzerland, has issued an unqualified recommendation to the Annual General Meeting that Chubb

Limited’s statutory financial statements be approved. PricewaterhouseCoopers AG has expressed its opinion that the financial statements for the year ended December 31, 2024 comply with Swiss law and the Company’s Articles of Association.

PricewaterhouseCoopers AG has also issued an unqualified recommendation that the Company’s consolidated financial statements be approved. PricewaterhouseCoopers AG has expressed its opinion that the consolidated financial statements present fairly, in all material respects, the financial position of Chubb Limited as of December 31, 2024, and the results of operations and the cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and comply with Swiss law, and has reported on other legal requirements.

Representatives of PricewaterhouseCoopers AG are expected to be present at the Annual General Meeting, will have an opportunity to make a statement if they wish and will also be available to answer questions.

If shareholders do not approve this proposal, then shareholders would be precluded from approving the allocation of disposable profit and distribution of a dividend as set out in Agenda Items 2.1 and 2.2.

The affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

	Chubb Limited 2025 Proxy Statement			11

TABLE OF CONTENTS

Allocation of Disposable Profit and Distribution of a Dividend out of

Legal Reserves (by Way of Release and Allocation to a Dividend Reserve)

2.1 Allocation of Disposable Profit

Our Board of Directors is asking shareholders to approve that the Company’s disposable profit (including the profit for the year and the other items as shown below and on Chubb Limited’s standalone financial statements) be carried forward.

The following table shows the appropriation of available earnings as proposed by the Board of Directors for the year ended December 31, 2024:

				(in millions ofSwiss francs)
	Balance brought forward			20,415
	Profit for the year			3,104
	Cancellation of treasury shares			(2,212)
	Attribution to reserve for treasury shares			375
	Balance carried forward			21,682

Under Swiss law, the allocation of the Company’s profit or loss must be submitted to shareholders for approval at each annual general meeting.

Our Board of Directors continues to believe that it is in the best interests of the Company and its shareholders to retain our earnings for future investment in the growth of our business, for share repurchases, for the possible acquisition of other companies or lines of business, and for dividends out of legal reserves as described in this proxy statement.

The Company’s statutory auditor, PricewaterhouseCoopers AG, has confirmed, in its audit report on the statutory financial

statements of the Company for the year ended December 31, 2024, that the proposed appropriation of available earnings complies with Swiss law and the Company’s Articles of Association.

Accordingly, the Board is proposing that all retained earnings at the disposal of the Annual General Meeting be carried forward. The Board is also proposing a dividend to shareholders under Agenda Item 2.2.

If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.

	12			Chubb Limited 2025 Proxy Statement

2.2. Distribution of a Dividend Out of Legal Reserves (by Way of Release and Allocation to a Dividend Reserve)

Our Board of Directors is requesting shareholder approval for an annual dividend of up to USD $3.88 per share (the Annual Dividend), to be paid in installments as determined by the Board of Directors from a separate dividend reserve account. The amount reflects an annual dividend increase of USD $0.24 per Chubb Limited Common Share, par value CHF 0.50 per share (a Common Share).

The separate dividend account would be set in CHF in accordance with our Swiss statutory financial statements and Swiss law.

Dividend Reserve

Under this proposed process for a dividend, shareholders fix an aggregate CHF amount to be allocated from our capital contribution reserves to a special reserve account, where the amount will be available for the payment of dividends. Our Board of Directors proposes that the maximum amount legally available to pay the annual dividend be CHF 2.4 billion.

If approved by shareholders, the maximum amount legally available to pay a dividend will be released from the capital contribution reserves account, a sub-account of legal reserves, and be segregated to a dividend reserve account (the Dividend Reserve). While dividend payments would reduce the Dividend Reserve on our Swiss statutory balance sheet, the payments are not required to be sourced from CHF-denominated assets; in fact, we typically source dividend payments from assets already denominated in USD or equivalent, thereby avoiding currency exchange expense.

Annual Dividend and Board Discretion

Following shareholder approval, the Board of Directors is authorized to use the Dividend Reserve to distribute the Annual Dividend to shareholders in installments up to a maximum of USD $3.88 per share. The Board will determine the record and payment dates at which the Annual Dividend may be paid (or, if circumstances warrant, refrain from paying it) in one or more installments, until the date of the 2026 annual general meeting.

The Board currently expects to pay the full USD $3.88 per share of the Annual Dividend in four equal quarterly installments of USD $0.97 each.

The total amount of dividends paid is limited to the amount of the Dividend Reserve expressed in Swiss Francs, which is required under Swiss law. The amount of the proposed Dividend Reserve is high enough to permit payment of the full USD $3.88 per share Annual Dividend, even if there are material currency fluctuations between the Swiss franc and the U.S. dollar or the Company issues new shares. Should, however, these fluctuations or new share issuances result in payouts of the Annual Dividend that exceed the Dividend Reserve, the Annual Dividend’s installments would have to be capped accordingly. In the unlikely event that the Annual Dividend must be cut back in this way, our Board would propose payment of the unpaid amount in the dividend proposal at the next annual general meeting or call an extraordinary general meeting for that purpose.

Our Board of Directors proposes:

(a)

that an aggregate amount equal to CHF 2,400,000,000 be released from the capital contribution reserves account, a sub-account of legal reserves, and allocated to a segregated dividend reserve account from capital contribution reserves (Dividend Reserve), and

(b)

to distribute a dividend to the shareholders up to an aggregate amount totaling USD $3.88 per Common Share from, and limited at a maximum to the amount of, the Dividend Reserve in one or more installments, in such amounts and on such record and payment dates as determined by the Board in its discretion.

If the Board of Directors deems it advisable for the Company, the Board of Directors shall be authorized to abstain (in whole or in part) from distributing a dividend in its discretion. The authorization of the Board of Directors to distribute the installments from the Dividend Reserve will expire on the date of the 2026 annual general meeting, on which date any balance remaining in the Dividend Reserve will be automatically reallocated to the capital contribution reserves account of legal reserves.

	Chubb Limited 2025 Proxy Statement			13

If the shareholders do not approve this proposal, then the Company will be prohibited from paying a dividend to shareholders. In such a case, the Board will consider the reasons the shareholders did not approve the proposal, if known, and may call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.

	14			Chubb Limited 2025 Proxy Statement

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