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OFFON

CHUBB LIMITED

(CB)
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Chubb : Proxy Statement

09/16/2021 | 11:42am EDT

NOTICE AND PROXY STATEMENT

FOR AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 3, 2021

September 15, 2021

TO THE SHAREHOLDERS OF CHUBB LIMITED:

Notice is hereby given that a special meeting of shareholders of Chubb Limited, called an Extraordinary General Meeting, will be held at 3:00 p.m. Central European Time on November 3, 2021, at the offices of Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland, to vote upon the following matters:

  1. Ratification of the share repurchase program ending June 30, 2022
  2. Reduction of share capital

On July 19, 2021, Chubb's Board of Directors authorized a share repurchase program enabling Chubb to repurchase up to

$5 billion of its Common Shares for cancellation purposes through June 30, 2022. By obtaining shareholder ratification of this share repurchase program and dedicating the repurchased shares for future cancellation, the repurchased shares will not be subject to a Swiss law limitation on treasury shares relative to total share capital. The Board is also requesting shareholders approve a share capital reduction by cancelling the 14,465,400 shares repurchased during the first six months of 2021 under a prior share repurchase authorization and effecting a related amendment to Chubb's Articles of Association.

The Board of Directors recommends that you vote your shares "FOR" the above proposals. Chubb's share repurchase program is an effective tool to deliver returns to shareholders and reflects our strong confidence in both our near- and longer-term earnings power and growth momentum. Approval of both proposals will ensure that we continue to maintain the flexibility to utilize repurchasing our Common Shares, at management's discretion, as a means to efficiently manage capital and deliver significant value to our shareholders.

The Board of Directors has fixed the close of business on September 10, 2021 as the record date for determining Chubb shareholders entitled to vote at the meeting, except as provided in "Who is entitled to vote?" in the proxy statement.

Due to the coronavirus (COVID-19) pandemic and in accordance with COVID-19 regulations issued by the Swiss government, in-person attendance at the Extraordinary General Meeting by shareholders is not permitted, and shareholders may only exercise their voting rights by providing proxy voting instructions in advance of the meeting. See "Information About the Extraordinary General Meeting and Voting" in the proxy statement for further information.

Your vote is important. Please vote as promptly as possible by following the instructions in the proxy statement or on your proxy card. If you later desire to revoke or change your proxy for any reason, you may do so in the manner described in the proxy statement. For further information concerning the agenda items being voted on, use of the proxy or related matters, you are urged to read the proxy statement.

By Order of the Board of Directors,

Joseph F. Wayland

Executive Vice President, General Counsel and Secretary

Zurich, Switzerland

Table of Contents

Information About the Extraordinary General Meeting and Voting

1

Agenda Item 1: Ratification of the Share Repurchase Program Ending June 30, 2022

7

Agenda Item 2: Reduction of Share Capital

8

Information About Our Share Ownership

10

Shareholder Submitted Agenda Items for an Annual General Meeting

12

Cautionary Statement Regarding Forward-Looking Statements:

Forward-looking statements made in this proxy statement, such as statements regarding share repurchases and cancellations, and our expectations and intentions and other statements that are not historical facts, reflect the Company's current views with respect to future events and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, which may cause actual results to differ materially from those set forth in these statements. Additional information regarding factors that could cause differences from these forward-looking statements appears in the Company's filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward- looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Chubb Limited

Bärengasse 32

CH-8001 Zurich, Switzerland

Proxy Statement

For the Extraordinary General Meeting

To Be Held on November 3, 2021

Information About the Extraordinary General Meeting and Voting

References in this proxy statement to "$" and "USD" are to United States dollars and references to "CHF" are to Swiss francs.

Why did you send me this proxy statement?

We sent you this proxy statement and the enclosed proxy card because our Board of Directors is soliciting your vote for an Extraordinary General Meeting of Chubb Limited (which we refer to as we, us, our, Chubb or the Company), which will be held at 3:00 p.m. Central European Time on Wednesday, November 3, 2021, at the offices of Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland. We will begin mailing these proxy materials on or about September 17, 2021, to all shareholders entitled to vote.

This proxy statement summarizes the information you need relating to the Extraordinary General Meeting, including how to vote your shares. You may simply complete, sign and return the enclosed proxy card if you are a registered holder or the enclosed voting instruction card if you are a beneficial holder of shares in "street name," as described below.

Due to the coronavirus (COVID-19) pandemic and in accordance with COVID-19 regulations issued by the Swiss government, in-person attendance at the Extraordinary General Meeting by shareholders is not permitted, and therefore we urge you to vote in advance of the Extraordinary General Meeting (see "Can I vote in person at the Extraordinary General Meeting?").

How do I access proxy materials on the Internet?

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be held on Wednesday, November 3, 2021

Proxy materials for the Extraordinary General Meeting will be available on or about September 17, 2021 at envisionreports.com/cb. If you hold shares through a broker or intermediary, that person or institution will provide instructions on how to access proxy materials on the Internet.

This proxy statement will also be available, together with the form of proxy card, on the Company's website in the Investor Relations section at investors.chubb.com/investor-relations/shareholder-resources/shareholder-meeting-materials.

You may also request a printed copy of the proxy materials by contacting Chubb Limited Investor Relations at +1 (212) 827-4445 or investorrelations@chubb.com.

What agenda items will be voted on at the Extraordinary General Meeting?

The following agenda items are scheduled to be voted on at the Extraordinary General Meeting:

  1. Ratification of the share repurchase program ending June 30, 2022 (see page 7)
  2. Reduction of share capital (see page 8)

Our Board recommends that you vote your shares "FOR" each of Agenda Items 1 and 2.

Who is entitled to vote?

September 10, 2021 is the record date for the Extraordinary General Meeting. On that date, we had 431,570,923 Common Shares outstanding. Our Common Shares, par value of CHF 24.15 per share, are our only class of voting stock.

Beneficial owners of shares held in "street name" and shareholders of record with voting rights at the close of business on September 10, 2021 are entitled to vote at the Extraordinary General Meeting, except as provided below.

1

  • If you are a beneficial holder of shares held in "street name" and ask to become a shareholder of record for those shares after September 10, 2021 but on or before October 21, 2021 and want to vote those shares at the Extraordinary General Meeting (by way of the independent proxy), you will need to obtain proxy materials by contacting Investor Relations by telephone at +1 (212) 827-4445 or via e-mail at investorrelations@chubb.com.
  • If you are a record holder of our shares (as opposed to a beneficial holder of shares held in "street name") on September 10, 2021 but sell your shares prior to October 21, 2021, you will not be entitled to vote those shares at the Extraordinary General Meeting.

How many votes do I have?

Generally, you have one vote for each of our Common Shares that you own. However, if you own Controlled Shares (as defined in our Articles of Association) that constitute 10% or more of the issued Common Shares, then your voting rights with respect to those Controlled Shares will be limited, in the aggregate, to a voting power of approximately 10% pursuant to a formula specified in Article 14 of our Articles of Association. Our Articles of Association define Controlled Shares generally to include all shares of the Company directly, indirectly or constructively owned or beneficially owned by any person or group of persons.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Most of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

Shareholder of Record

If your shares are registered directly in your name, as registered shares entitled to voting rights, in our share register operated by our transfer agent, Computershare Inc., then you are considered the shareholder of record for those shares. The proxy materials are sent to you directly by us. You have the right to grant your voting proxy directly to the independent proxy (see "How do I vote by proxy given to the independent proxy if I am a record holder?" below). If you are a shareholder of record, you may vote electronically through the Internet by following the instructions provided on the proxy card.

Beneficial Owner

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in "street name." Your broker, bank or other nominee forwards the proxy materials to you since they are considered the shareholder of record for your shares. You have the right to direct your broker, bank or other nominee on how to vote your shares.

Your broker, bank or other nominee has enclosed directions for you to use in directing your broker, bank or other nominee how to vote your shares, which may contain instructions for voting by telephone or electronically through the Internet.

May I vote via the Internet, mail or telephone?

You may vote over the Internet or by completing a proxy card and mailing it in the return envelope provided. We encourage you to vote over the Internet because we can tabulate your vote faster than by mail.

There are separate Internet arrangements depending on whether you are a shareholder of record or a beneficial owner (holding your shares in "street name").

  • If you are a shareholder of record, you may vote electronically through the Internet by following the instructions provided on the proxy card included with the proxy materials mailed to you. Telephone voting for record holders is not permitted.
  • If you are a beneficial owner and hold your shares in "street name," you may need to contact your bank or broker to determine whether you will be able to vote by telephone or electronically through the Internet.

The Internet voting procedures are designed to authenticate shareholders' identities, to allow shareholders to give their voting instructions and to confirm that shareholders' instructions have been recorded properly.

How do I vote by proxy given to an independent proxy if I am a record holder?

If you are a record holder, then you may appoint the independent proxy by voting over the Internet or by completing the proxy card and mailing it in the return envelope provided. At our 2021 annual general meeting, on May 20, 2021, Homburger AG, a Swiss law firm, was elected by our shareholders as our independent proxy until the conclusion of the 2022 annual general meeting.

2

If you vote over the Internet or properly fill in your proxy card appointing the independent proxy as your proxy and send it in time to vote, the independent proxy will vote your shares as you have directed. If you do not make specific choices on the Internet voting website or your signed proxy card, then the independent proxy will vote your shares as recommended by the Board of Directors.

If new agenda items (other than those in the notice of meeting) or new proposals or motions with respect to the agenda items set forth in the notice of meeting are put before the Extraordinary General Meeting, then by signing the proxy card (including electronically through the Internet), you direct the independent proxy, acting as your proxy and in the absence of instructions otherwise, to vote in accordance with the recommendation of the Board of Directors. The independent proxy will not make statements, submit proposals or ask questions of the Board of Directors on behalf of shareholders.

As of September 15, 2021, we knew of no matters that needed to be acted on at the Extraordinary General Meeting other than those discussed in this proxy statement.

In order to assure that your votes, as a record holder, are tabulated in time to be voted at the Extraordinary General Meeting, you must complete your voting over the Internet or submit your proxy card so that it is received by 12:00 p.m. Eastern Time (5:00 p.m. Central European Time) on November 2, 2021.

How do I give voting instructions if I am a beneficial holder?

If you are a beneficial owner of shares, your broker will ask you how you want your shares to be voted. If you give the broker instructions, the broker will vote your shares as you direct. If your broker does not receive instructions from you about how your shares are to be voted, one of two things can happen, depending on the type of proposal. Pursuant to the rules of the New York Stock Exchange (NYSE), brokers have discretionary power to vote your shares with respect to "routine" matters but not on "non- routine" matters. We believe that each of Agenda Items 1 and 2 will be considered routine under NYSE rules and therefore that brokers will have discretionary power to vote your shares on both of these Agenda Items. However, it is important that you provide instructions to your broker so that your shares are voted with respect to these Agenda Items if the NYSE were to treat them as non- routine. See "How are votes counted?" for more information.

In order to assure that your votes, as a beneficial holder, are tabulated in time to be voted at the Extraordinary General Meeting, you must submit your voting instructions so that your broker will be able to vote by 11:59 p.m. Eastern Time on November 1, 2021.

May I revoke or change my proxy?

Yes. If you change your mind after you vote, you may revoke or change your proxy by following the procedures described below.

  • For record holders wishing to change their proxy, vote again by following the instructions for Internet voting on your proxy card, or send in a signed proxy card with a later date. The latest received proxy will be counted. Record holders may request a new proxy card from our transfer agent, Computershare Inc., by phone at +1 (877) 522-3752 (within the U.S.) or +1 (201) 680-6898 (outside the U.S.);
  • For record holders wishing to revoke their proxy, send a letter revoking your proxy directly to the independent proxy, Homburger AG, Attention: Dr. Claude Lambert, Prime Tower, Hardstrasse 201, CH-8005 Zurich, Switzerland; or
  • For beneficial owners, follow the voting instructions provided by your broker, bank or other nominee to change your proxy and the latest received vote will be counted; to revoke your proxy, contact your broker, bank or other nominee.

If you wish to revoke or change your proxy, you must do so in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or revocation before the vote is taken.

Can I vote in person at the Extraordinary General Meeting?

Due to the COVID-19 pandemic and in accordance with COVID-19 regulations issued by the Swiss government, shareholders will not be permitted to attend the Extraordinary General Meeting in person. Therefore, you will not be able to vote in person at the Extraordinary General Meeting. While participants necessary to conduct the Extraordinary General Meeting in compliance with Swiss law will be present at the meeting location, shareholders may only exercise their voting rights by providing proxy voting instructions in advance of the meeting. The independent proxy will vote in accordance with the instructions at the Extraordinary General Meeting.

These measures are being taken pursuant to Swiss law and in the interest of the health and well-being of our shareholders, employees, participants at the Extraordinary General Meeting and the general public, and due to uncertainties related to restrictions on travel and public gatherings.

How many shares need to be present to hold the Extraordinary General Meeting?

There is no quorum requirement under Swiss law.

3

Disclaimer

Chubb Limited published this content on 16 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 September 2021 15:41:07 UTC.


© Publicnow 2021
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