AXIS CAPITAL HOLDINGS LTD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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AXIS CAPITAL HOLDINGS LIMITED

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Letter from Board Chair

April 4, 2024

Dear Fellow Shareholders:

Thank you for your continued investment and support during what was a milestone year for AXIS.

In 2023, we made great strides in advancing our strategy designed to elevate the Company as a specialty underwriting leader.

An important achievement in 2023 was record production within our Insurance segment, driven by the growth of both existing and new business in attractive specialty markets. This was coupled with the effective repositioning of our Reinsurance segment to focus on targeted specialist lines, while prioritizing consistent profitability and reduced volatility.

Our efforts also included “How We Work,” a program that we launched in 2023 to elevate all aspects of how we operate. How We Work is engaging teammates across every functional area and at all levels of the Company with an aim of becoming a more agile, integrated, and efficient organization. At the same time, we continued to reinforce and emphasize the rigorous underwriting culture and collaborative workplace environment that is at the heart of our business.

Our strong underlying profitability and capital position enabled AXIS to return $153 million to shareholders during the past year via dividends on our common stock. Also, in December 2023 the Board authorized a $100 million share buyback, signifying our confidence in the Company’s value proposition and long-term prospects. While investing in the business to drive profitable growth remains our top priority for capital deployment, we have repurchased shares and intend to continue doing so when we see opportunities to create value for our shareholders.

Leadership, Board Engagement and Board Refreshment

A successful organization requires strong leadership. The Board would like to thank Vince Tizzio, who assumed the CEO role in May 2023, and the talented team under his direction, for driving our progress, delivering positive financial and operating performance, and positioning AXIS for even greater accomplishments in the future.

As we’ve shared previously, in recent years AXIS has made a concerted effort to refresh its Board to balance the perspectives of longer-tenured and new directors. Reflective of this, in January of 2024, we were very pleased to welcome our newest member, Stan Galanski. A veteran of the insurance industry, Stan has held CEO and C-Suite roles at major and mid-size insurance carriers, and brings vast underwriting, operational, and global market experience. Over the past six years, AXIS has added nine new directors, including Stan, to the Board, which now consists of twelve members, of whom eleven are independent.

Culture and Citizenship

Even as AXIS has undergone a sweeping changes in our business, one thing that has remained constant is the priority we place on fostering a positive workplace environment that is both performance and values-driven.

This includes encouraging a culture that promotes diversity, inclusion, and equity where all of our colleagues are comfortable bringing their whole selves to work. These efforts are reflected in our Employee Resource Groups (ERGs) and other educational and awareness programs aimed at supporting a “One AXIS” culture, as well as the physical and mental well-being of our people.

In parallel, we continue to leverage our corporate platform to address climate risk and environmental sustainability. This is not simply altruism, as we strongly believe that a focus on sound responsible business practices is consistent with our mission of helping customers manage risks – including through our leading Renewable Energy business, as well as by mitigating the risks to our own Company.

We are honored that our corporate citizenship efforts continue to receive independent recognition. Last year, AXIS was included in the Bloomberg 2023 Gender-Equality Index and Forbes 2023 America’s Best Midsize Employers, among numerous industry honors.

Finally, as we announced in February, I have made the decision to transition from Chair to a Director seat on the Board and will be succeeded by W. Marston (Marty) Becker. There is no better individual to succeed me than Marty. He has held numerous Chair and CEO roles for publicly traded and private insurance, reinsurance, and insurance brokerage organizations in Bermuda, the United Kingdom, the United States, and Australia. Moreover, Marty brings first-hand experience leading insurance and reinsurance carriers to transform their businesses while driving shareholder value creation. AXIS will benefit enormously from his leadership, perspective, and wisdom.

On a personal note, it has been my privilege to serve as Chair of AXIS these past four years and I express my deep appreciation to Vince, my fellow Directors, and the AXIS team. I also extend my gratitude to our immediate past President and CEO Albert Benchimol – we are deeply appreciative for his years of leadership and all of his contributions to AXIS.

In summary, our ambition to be a rising specialty underwriting leader have required a Company-wide effort to reorient our strategy, enhance our portfolio, and invest in the talent and culture of our organization. With these actions generating traction, we are well positioned to further elevate all aspects of our business — taking our specialty products and capabilities, customer service, operational execution, and our overall performance to a higher level. We look forward to reporting to you on our progress.

Letter from CEO

April 4, 2024

Dear Fellow Shareholders:

On behalf of our management team, thank you for your investment in AXIS — and for your support during my first year as Chief Executive Officer.

The past year was transformative for our Company, as we made tremendous progress toward our ambition of elevating AXIS as a specialty underwriting leader.

Indeed, we emerged from 2023 with strong forward momentum, propelled by record production and confidence that we are firmly on a path to delivering increased value to our shareholders, customers, teammates, and the markets and communities we serve. We believe the Company is on a clear trajectory to becoming a specialty underwriter that consistently generates double-digit , combined ratios in the low 90’s, consistent profitable growth, and book value per share growth.

Among our accomplishments in 2023, we advanced our targeted underwriting strategy, further developed a diversified and resilient portfolio, and strengthened our operating model to meet our financial objectives. Moreover, we sharpened our focus on attractive specialty markets, exhibited strong cycle management, and identified new revenue opportunities that lean into our strengths.

In parallel, we launched our “How We Work” program and took important steps forward in enhancing our operational backbone while improving efficiency and connectivity – and we have continued to make investments in people, products, platforms, and processes to support our aspirations.

The 2023 results included a net reserve strengthening of $425 million pre-tax in the fourth quarter, predominantly related to 2019 and older accident years. We believe this action, which enables us to continue on our strong positive trajectory, was prudent in light of the current economic and social inflation trends impacting the overall U.S. Casualty market. It also underscores the commitment to strength and stability that have earned AXIS a position of trust with our policyholders and shareholders. The Company’s operating subsidiaries have maintained a financial strength rating of "A+" ("Strong") from Standard & Poor’s and "A" ("Excellent") from A.M. Best.

Focus on Profitable Growth, Well-Positioned Insurance and Reinsurance Portfolios

Our progress has already yielded tangible results in the Company’s performance.

By the numbers, in 2023, we generated net income of $346 million, operating income of $486 million, return on average common equity of 7.9%, and operating return on average common equity of 11%. Excluding the reserve strengthening, our operating return on average common equity was18.5%.1

We achieved record performance in several areas including our premium production, which was the highest in our company’s history at $8.4 billion — and our net investment income was also a record $612 million.

Further, we delivered a current accident year combined ratio of 91.8%, a 4.5 point year-over-year improvement.

1.Operating income (loss), operating return on average common equity ("OROACE") and adjusted operating return on average common equity ("Adjusted OROACE") are non-GAAP financial measures as defined in Item 10(e) of SEC Regulation S-K. The reconciliations to the most comparable GAAP financial measures, net income (loss) and ROACE, respectively, and a discussion of the rationale for the presentation of these items are provided in Appendix 1.

Looking at our segment results, our Insurance business had an excellent year, generating record production every quarter and ending 2023 with gross premiums written of $6.1 billion. We grew across nearly all lines, with particular strength in our U.S. Wholesale business — where we are a leading player, and our Lloyd’s specialty business, where we are recognized as a top ten leader and outperforming syndicate. The Insurance segment's combined ratio for 2023 was 92.5%, including 5.1% of net adverse prior year reserve development and 3.2% of catastrophe and weather-related losses.

In parallel, we have reshaped AXIS Re to be a targeted, specialist reinsurer focused on delivering more consistent profitability and reduced volatility. On a gross basis, our Reinsurance segment is now a $2.2 billion portfolio, comprised predominantly of attractive specialist business, and we are securing premium adequate pricing across virtually all lines. The Reinsurance combined ratio for the year was 107.6%, which included 14.6% of net reserve strengthening.

Delivering on Strategic Priorities

To deliver on our goals and achieve our financial ambitions, we are relentlessly executing against our strategy. I’ll highlight select core elements:

We continue to operate in attractive markets and are making decisive choices on where to compete and allocate our capital, while tapping new sources of revenue.

We are building on our strength as a specialty underwriter that brings tailored solutions to our targeted markets and distribution channels. At the center of this strategy is our Insurance book, which represented nearly 75% of our gross premiums written as of 2023 year-end.

Our Insurance business is well positioned to capitalize on favorable conditions in growing markets where AXIS maintains leadership positions, differentiated services, and strong distribution relationships.

By example, we have leaned into our U.S. Wholesale business to drive five consecutive years of double-digit growth. This progress was propelled in part by the launch of a designated Wholesale division in 2022, with dedicated teams and resources focused on driving profitable growth within the channel.

Within our London specialty business, a prime example is Renewable Energy where we are capitalizing on our leadership position in this burgeoning market to drive further profitable growth as the world transitions to cleaner energy forms. We recently intensified our commitment to this market with the creation of AXIS Energy Resilience Syndicate 2050, the first-ever Lloyd’s syndicate to exclusively underwrite energy transition risks.

Moreover, we’re moving decisively to capitalize on emerging growth opportunities — including adjacent markets where we have not yet had a presence. In 2023, this included the launch of our North America Inland Marine unit; the extension of our London Specialty products to North America – including, to-date, U.S. Marine Cargo and Construction lines; and the growth of a dedicated Wholesale Lower Middle Market unit, which produced 48% year-over-year growth.

We are also leaning into our ILS business. In September 2023, we partnered with Stone Point Credit to launch Monarch Point Re, a collateralized reinsurer that operates in Bermuda and underwrites a diversified portfolio of casualty reinsurance business retroceded by AXIS subsidiaries. This venture further demonstrates our desire and ability to meet the needs of our customers and distribution partners by expanding our specialty reinsurance capacity.

In the cyber-security insurance area, where AXIS has been an industry leader, we closed the first 144A cyber catastrophe bond – Long Walk Re, providing several of the Company’s subsidiaries with fully collateralized indemnity reinsurance protection for systemic cyber events on a per occurrence basis. Long Walk Re speaks to our ability to develop innovative specialty solutions to address the challenges in a dynamic marketplace.

We are investing in building best-in-class capabilities in underwriting, claims, and operations.

In 2023 we made strong progress across a number of fronts. As respects talent, throughout numerous areas of the business and at nearly every level of the organization — particularly within our underwriting ranks — we attracted strong personnel to complement our existing team, while also identifying opportunities to grow from within.

A great representation of this is our Executive Committee where we welcomed a number of new leaders who made an immediate positive impact including Head of North America Mike McKenna, Chief Claims Officer Megan Watt, Chief Operating Officer Celeste Cooke, and, in 2024 we welcomed Global Chief Information Officer Stephen Lord. In parallel, we grew from within as we elevated AXIS Re CEO Ann Haugh and Head of Global Markets Mark Gregory to our Executive Committee, and promoted General Counsel Conrad Brooks to Chief Administrative and Legal Officer.

Within our Claims and Operations functions, we deepened the leadership bench for both units and repositioned their operating models to align more closely with our underwriting and business priorities, while improving efficiencies.

Investments in technology are also contributing to our enhanced capabilities. In 2023, we hired a new Chief Data & Analytics Officer Rebecca O’Kill, with a mandate to drive global data strategy, help support the underwriting process, and partner with our teams to deliver business intelligence and insights. Artificial intelligence (AI) is another area we are exploring, with a focus on harnessing AI’s power to augment our overall effectiveness.

We are improving how we operate to become a more integrated, efficient company.

Our “How We Work” program, launched in 2023, is at the core of these efforts. The key objectives are straightforward: implementing operating model improvements focused on enhancing organizational efficiency, making investments that empower our colleagues and optimize their effectiveness while improving service quality, accelerating profitable growth, and ensuring more consistent profitable results are delivered.

Our progress will be evidenced by our sustained underwriting results and an improving expense ratio, complemented with engaged AXIS colleagues that are collectively focused on achieving our financial objectives.

Corporate Citizenship

As a business motivated by a strong purpose — to give people and organizations the confidence they need to pursue their goals and ambitions — AXIS believes we have a responsibility to improve the lives of our customers, teammates, and communities.

Our Citizenship program is focused on key areas where we believe we can make the greatest impact: protecting our planet, fostering inclusion, and investing in our communities.

In 2023, we announced our commitment to a 50% absolute reduction of Scope 1 and 2 greenhouse gas (GHG) emissions by 2030 across our global operations, using a 2019 baseline. These science-based aligned GHG reduction targets are consistent with the Paris Agreement and are designed to advance the goal of mitigating climate risk and supporting the transition to a low-carbon economy.

With respect to Diversity, Equity and Inclusion, we have set goals to achieve overall global gender parity in all levels of our workforce and to increase diversity within our senior leadership by 2025. In 2023, we progressed this goal through programs in areas like internal education and awareness, recruitment and mobility, and career development.

At the community level, through our philanthropic efforts, AXIS and our people are empowered to give back at global, local, and individual levels. Indeed in 2023, we supported more than 200 causes while hosting volunteer events throughout the world.

As we progress further into 2024, we will also leverage our voice and global platform to help address the mental health crisis and to improve awareness and education both within AXIS and throughout our industry.

Elevating Our Brand

To signify our ambition to achieve leadership in specialty insurance and reinsurance, we refreshed the Company’s brand in 2023. Our brand’s promise is embodied in a new tagline — Specialty Solutions, Elevated — that expresses our determination to go above and beyond in developing tailored products and services that directly meet the evolving needs of our customers. We also are sending a message to our teammates about the role that each of us can play — by elevating our personal and team performance – to advance the business results of AXIS as a whole.

Strong Path Forward

In 2023, AXIS elevated virtually all aspects of our business and how we go to market. With strong financial results and building momentum in our performance — we believe AXIS is on a clear trajectory to becoming a specialty underwriting leader.

Moreover, our team has worked diligently to enhance our portfolio mix, making AXIS well-positioned to further take advantage of generally favorable market conditions. We have a number of investments underway in our people, our operating capabilities, and our range of specialty products. And we have demonstrated our ability to enhance our leadership position in attractive specialty Insurance and Reinsurance markets, while providing exceptional service to customers.

Finally, in 2023, AXIS celebrated several longtime leaders who transitioned out of the Company. I express my deep appreciation to our former President and CEO Albert Benchimol for his years of leadership, as well as his support and counsel as I stepped into the role of CEO this past May. I also congratulate Chief People Officer Noreen McMullan and AXIS Wholesale CEO Carlton Maner on their retirements and extend my gratitude for the partnership that we shared, and for all that they’ve done for AXIS.

At every level of the organization, AXIS is supported by a team that is fully committed to bringing value to our policyholders and our stakeholders — and across our global platform, we are united in the pursuit of our strategic objectives. Thank you to our AXIS family of colleagues, customers, distribution partners and shareholders who inspire us to pursue ambitious goals. To the members of the Board, I am deeply grateful for your commitment and support for AXIS. We are excited for what the future holds and believe that we are only just beginning to tap into this Company’s significant potential.

Notice of Annual General Meeting of Shareholders

Table of Contents

When used in this proxy statement, the terms "we," "us," "our," "the Company," "AXIS," and "AXIS Capital" refer to AXIS Capital Holdings Limited.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other than statements of historical facts included in this report, including statements regarding our estimates, beliefs, expectations, intentions, strategies or projections are forward-looking statements. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the United States ("U.S.") federal securities laws. In some cases, these statements can be identified by the use of forward-looking words such as "may", "should", "could", "anticipate", "estimate", "expect", "plan", "believe", "predict", "potential", "intend" or similar expressions. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond management's control. Results may differ materially from those expressed or implied by forward-looking statements. Factors that can cause results to differ materially include those described under “Forward Looking Statements” in AXIS Capital’s most recent Annual Report on Form 10-K, most recent Quarterly Report on Form 10-Q and other reports filed with the SEC and available on our website. The inclusion of forward-looking and other statements in this proxy statement or on our website that may address our corporate citizenship initiatives, progress, plans and goals is not an indication that they are necessarily material to investors or required to be disclosed in our filings with the SEC. Such statements may contain estimates, make assumptions based on developing standards that may change and provide aspirational goals and commitments that are not intended to be promises or guarantees. Readers are cautioned not to place undue reliance on forward-looking statements and such other statements, which speak only as of the date they are made. AXIS Capital undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.