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 CEO and Board Chair

April 3, 2025

Dear Fellow Shareholders:

2024 was a transformative year for AXIS as we took meaningful steps toward achieving our specialty leadership ambition, while producing one of the strongest years in our Company’s history.

The year was marked by a number of achievements that aligned with the strategic priorities that we outlined at our Investor Day in May. These included the expansion of our underwriting and product capabilities, investments and enhancements to our operating model, and the recruitment of new and complementary talent.

Throughout the organization, AXIS is operating with purpose and pace, while executing on its strategic business priorities. As a result, the Company is well-positioned to drive sustained profitable growth and value creation in 2025 and beyond.

Delivering on Our Promises

As we shared at our 2024 Investor Day, our aspiration is to be the leading specialty underwriter, generating consistent top-quartile diluted book value per share growth. This past year, we delivered on the financial and operational guideposts that we shared at our Investor Day, highlighted by a return on average common equity ("ROACE") of 20.5%(1), an operating return-on-average common equity (“OROACE”) of 18.6% (2), and a year-end diluted book value per share ("DBVPS") of $65.27 – representing growth of 20.7% as compared to the prior year.

In addition, we produced record operating earnings per diluted common share of $11.18(2), a 98% increase over the prior year and 75% higher than our previous best in 2007. Notably, our top four quarters of operating earnings per share were all in 2024.

We also delivered a group combined ratio of 92.3% for the year: a 7.6 point improvement over the prior year. On an ex-cat basis, we produced a group current accident year combined ratio of 88.5%(3) for the year, consistent with our prior year results.

Our full-year total gross written premiums were a record $9 billion, up 7.8% over the prior year, including $2.6 billion in new business. Further, we generated year-over-year improvement of 90 basis points in our G&A ratio and are on track to hit our long-term target of 11% by 2026. Our net investment income was a record $759 million for the year.

Looking to our segments, our insurance business delivered excellent results. The insurance segment produced a combined ratio of 89.1% and a current accident year ex-cat combined ratio of 84%(3). Moreover, insurance generated $6.6 billion in gross premiums written, up 7.7% over the prior year.

With respect to new and expanded insurance products, which we’ve discussed during our earnings calls and at our Investor Day, we generated $560 million in premiums while showing exciting potential for ongoing growth. This included the expansion of our North America capabilities with business units spanning Ocean Marine, Environmental, and Life Sciences, among others, while also materially growing our dedicated Lower Middle Market business. In addition, our new Energy Transition Syndicate, launched in April at Lloyd’s of London, produced more than $30 million in premiums written in 2024 and is anticipated to be an increasingly meaningful contributor to our business.

Our reinsurance segment also performed strongly in 2024, consistently delivering top and bottom-line results, while driving profitable growth in our targeted specialty reinsurance classes. AXIS Re produced a combined ratio of 91.8% and generated $2.4 billion in gross written premiums, growing nearly 8%. During the year, reinsurance produced $493 million of new business, 63% of which came from short tail specialty lines.

Taken together, this was a very strong year for AXIS. Moreover, as we look to the future, AXIS is well positioned in attractive markets and poised to capitalize on emerging business opportunities.

(1)"ROACE" is return on average common equity and is calculated by dividing income (loss) available (attributable) to common shareholders for the period by the average common shareholders’ equity determined using the common shareholders’ equity balances at the beginning and end of the period.

(2)Operating income (loss), operating income (loss) per diluted common share and operating return on average common equity ("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) available (attributable) to common shareholders, earnings (loss) per diluted common share and ROACE, respectively, and a discussion of the rationale for the presentation of these items are provided in Appendix 1.

(3)Current accident year combined ratio, excluding catastrophe and weather-related losses is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to combined ratio, the most comparable GAAP financial measure, and a discussion of the rationale for the presentation of this item is provided in Appendix 1.

Elevating "How We Work"

First launched in 2023, our "How We Work" program continues to progress, enhancing all aspects of how we operate and go to market, while building a foundation for long-term profitable growth.

In 2024, we took critical steps to strengthen and reshape our Company’s target operating model while building new skills and capabilities across the organization. Throughout the business, we deepened our technical expertise as we added strong talent to complement our existing team. This has enabled us to build out new business units with the skills and tools to meet the emerging needs of our customers.

Among the key talent additions was the appointment of Sara Farrup to succeed our longtime Head of Global Markets, Mark Gregory, part of a planned leadership transition. We extend our deepest appreciation to Mark for his many contributions to AXIS and express our excitement to welcome Sara to our company and to the AXIS Executive Committee.

In 2024, we also made important investments in our technology and AI capabilities, as we continue to improve our efficiency and enhance our value proposition through speed, productivity, and decision-making.

Making a Positive Impact

As a values-driven organization, AXIS continued to advance our award-winning Corporate Citizenship program in 2024. Central to our Corporate Citizenship work is building and strengthening organizational and societal resilience, while delivering long-term value to our colleagues, shareholders, customers, and other stakeholders. The program, which focuses on supporting our planet and our people, is guided by frameworks that include the Principles for Sustainable Insurance and the United Nations Global Compact. A notable milestone in 2024 was the scale-up of an internal and external program to promote mental health and well-being within both AXIS and the broader insurance profession through advocacy, education, and employee volunteering.

Looking Ahead

In closing, we look to the future with optimism and excitement. 2024 was a pivotal year in the AXIS journey where the Company delivered on its promises, enhanced its value proposition, continued to generate consistent, profitable results, and achieved new recognition in the marketplace as a rising specialty leader.

In today’s complex and rapidly evolving risk environment, the AXIS underwriting capabilities are well-suited to support the diverse needs of our customers in today’s dynamic risk landscape. With a strengthened and diversified book of business, deep distribution relationships, and an expanding footprint in specialty markets, we believe that AXIS is positioned to drive sustained profitable growth.

Throughout the Company, our team is committed to building on the momentum that we’ve achieved while delivering value to our shareholders and all our stakeholders.

Thank you to our AXIS teammates and our valued strategic brokers for their partnership in making 2024 an outstanding year. AXIS enters 2025 with confidence in our future, coupled with recognition that much work remains ahead, and we are deeply committed to helping our Company realize its best potential as a specialty underwriting leader.

Sincerely,

Notice of Annual General Meeting of Shareholders

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 and Section 21E of the Securities Exchange Act of 1934. 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", "aim", "will", "target", "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.

In addition, references throughout this proxy statement to webpages, policies or reports (including hyperlinks) are provided for our shareholders’ reference. None of the webpages, policies or reports referenced or discussed herein (including content accessible via hyperlinks) are deemed part of, or incorporated by reference in, this proxy statement or any other filing with the Securities and Exchange Commission (SEC).