Minutes of the
th
15 Annual General Meeting
of Zurich Insurance Group Ltd
on Wednesday, April 1, 2015 (2:15 p.m.),
Wallisellenstrasse 45, Hallenstadion, CH-8050 Zurich Oerlikon
Translated from the German original*
Formal matters
Chairman:
Secretary:
Tom de Swaan, Chairman of the Board of Directors
Adrian Peyer, Secretary of the Board of Directors
Notary:
Christoph Nörr, Deputy Notary Public Zurich Enge, for official
certification of the resolution on the amendment to the Articles of
Incorporation (agenda item 6)
Scrutineers:
Dr. Beat Krähenmann (chairperson of the scrutineers)
Robert Amgwerd
Jean-Baptiste Emery
Stephan Flückiger
Dr. Felix Horber
Silvan Jampen
Dr. Irene Klauer
Roberto Küttel
Dr. Rainer Saxer
Independent voting rights
representative as defined by
article 689c CO:
Auditors:
lic. iur. Andreas G. Keller, Attorney at Law
PricewaterhouseCoopers AG, Zurich, represented by Mark Humphreys,
Markus Neuhaus, Peter Eberli und Stephen O’Hearn
The Chairman opens the Annual General Meeting at 2:15 p.m. and welcomes the shareholders. He notes that the
convening notice of the Annual General Meeting was published on March 6, 2015 in the Swiss Official Gazette of
Commerce and that the invitation was sent on March 5, 2015 to all shareholders entered in the share register with
voting rights.
The Chairman states that no requests for the inclusion of items on the agenda have been received from shareholders
and that the Annual Report 2014, including the Remuneration report 2014, has been available for inspection at the
company’s headquarters since March 6, 2015. He then determines that the Annual General Meeting is properly
convened and can pass resolutions.
The Chairman explains to shareholders their powers according to law and Articles of Incorporation and also informs
them of other administrative provisions and issues. Voting and elections will be conducted electronically.
There follow speeches by the Chairman (Appendix 1) and the CEO, Mr. Martin Senn (Appendix 2).
* Please note that this is only a translation of the German original. In the event of any inconsistency or ambiguities in the
meaning of any word or phrase in this translated version, the German version shall prevail.
th
Minutes of the 15 Annual General Meeting of Zurich Insurance Group Ltd
April 1, 2015
Attendance
Based on the count of admission cards handed in at 3.05 p.m., 1,744 shareholders and the independent voting
rights representative are present, representing together a total of 60,801,878 votes, and 62.55 percent of registered
shares with voting rights:
Shareholders
Independent voting rights representative
Agenda Item 1:
842,383 votes
59,959,495 votes
Reporting on the financial year 2014
The Chairman informs shareholders present that agenda item 1 is split into two sub-agenda items that will each
require a vote: Shareholders will first vote on the approval of the Annual Report, the Annual financial statements
and the Consolidated financial statements 2014 (agenda item 1.1), and will then have the opportunity to express
their opinion on the Remuneration report 2014 in a non-binding advisory vote (agenda item 1.2).
The Chairman explains the structure of the Annual Report and notes that the statutory auditors,
PricewaterhouseCoopers Ltd, recommend approving the Annual financial statements of Zurich Insurance Group Ltd
and the Consolidated financial statements of Zurich Insurance Group.
The Chairman then elaborates on the Remuneration report. He points out that the relevant parts of the
Remuneration report 2014 have also been audited by PricewaterhouseCoopers Ltd and reiterates that the vote on
agenda item 1.2 will be a non-binding advisory vote.
Subsequently, the Chairman invites shareholders to discuss agenda items 1.1 and 1.2. One shareholder requests the
floor on these items:
1
Actares, represented by Rudolf Meyer, Zurich
The speaker praises Zurich for a stronger commitment and progress made in terms of climate policy and corporate
responsibility. But the speaker sees no evidence of tangible results. With regards to promoting women, Actares
would like to see clear goals and verifiable numbers.
The speaker then refers to media reports about the remuneration items. According to these reports, Ethos
Foundation has criticized Zurich for, allegedly, arbitrarily changing the assessment period used to calculate Group
Executive Committee’s members’ current long-term incentive plans, and instead of the three years anticipated,
based them on only one year. Actares thus recommends voting against the Remuneration report, and also
recommends that members of the Board of Directors not be granted discharge. The speaker notes that Actares, in its
voting recommendations issued prior to the Annual General Meeting, erroneously advised voting in favor of the
discharge. Actares also recommends voting against the prospective vote on remuneration under agenda item 5, as
they deem it not acceptable that shareholders should be requested to vote generally before knowing the exact
circumstances and conditions. Lastly, the speaker asks if Zurich is willing to report on its progress in terms of
corporate responsibility over the past years, supported by concrete data and comparisons. He also asks if the
complaints related to the remuneration items have a basis in fact, and criticizes the 50 percent increase in the
remuneration paid to the Chairman.
The Chairman thanks the speaker and notes that Zurich has taken significant steps to promote gender equality, such
as strategically revamping processes designed to promote talent and develop new staff, developing programs
specifically designed to support women, and implementing global training programs on gender-specific issues.
‘Diversity and Inclusion’ is a priority at Zurich. Zurich will also develop and implement concrete plans at the country
level. The Chairman notes that the proportion of women on the Board of Directors will be 36 percent upon the
election of Ms. Joan Amble. He emphasizes that this is an exemplary result compared with an average of under 20
percent at other SMI companies.
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Minutes of the 15 Annual General Meeting of Zurich Insurance Group Ltd
April 1, 2015
To summarize, the Chairman notes that the long-term incentive plan for Zurich Insurance Group was newly
realigned as per January 1, 2014. The reasons for this were the introduction of the new Group strategy for 2014 –
2016, and to achieve a more forward-looking, long-term remuneration structure. Due to the re-orientation of the
remuneration system, there is a transition phase during which performance criteria and the respective performance
periods will be gradually implemented. Achievement of performance criteria is measured, in general, over a period of
several years. If justified, the Articles of Incorporation allow a deviation from that rule during a transition phase.
Regarding the approval of the remuneration as per agenda item 5, the Chairman explains that the approach chosen
by Zurich allows shareholders to express their opinion on remuneration twice: first in a prospective vote on the
maximum total amount of remuneration, and second, retrospectively in the context of a non-binding advisory vote
on the Remuneration report. This approach, which was clearly supported by the General Meeting in 2014, is in
Zurich’s best interests because it provides predictability and legal certainty for the company and ensures that Zurich
remains an attractive employer for qualified senior management.
With regard to the amount of total remuneration proposed for the Board of Directors, the Chairman points out that
Zurich, as a global insurer, must be able to offer attractive remuneration it to attract and retain top-level members
with wide-ranging backgrounds and broad experience for the Board of Directors. The respective remuneration
amount is reviewed annually by the Remuneration Committee. The increased remuneration is mainly paid out as
restricted shares.
Agenda Item 1.1:
Approval of the Annual Report, the Annual financial statements
and the Consolidated financial statements for 2014
The General Meeting approves the Annual Report, the Annual financial statements and the Consolidated financial
statements for 2014 with the following result:
Current attendance
Votes cast
Votes in favor
Against
Percent
Votes
99.82%
0.18%
60,806,188
60,777,353
60,084,214
102,689
Abstentions
Agenda Item 1.2:
590,450
Advisory vote on the Remuneration report 2014
The General Meeting accepts the Remuneration report 2014 with the following result:
Current attendance
Votes cast
Votes in favor
Against
Percent
Votes
86.92%
13.08%
60,806,248
60,790,952
52,015,479
7,826,757
Abstentions
948,716
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Minutes of the 15 Annual General Meeting of Zurich Insurance Group Ltd
Agenda Item 2:
April 1, 2015
Appropriation of available earnings for 2014 and
appropriation of capital contribution reserve
Under item 2.1, the Board of Directors proposes to appropriate the available earnings for 2014 as follows:
Net income after taxes 2014
Balance brought forward
CHF
CHF
2,722,822,269
7,648,444,276
Available earnings for 2014
CHF
10,371,266,545
Balance to be carried forward
CHF
10,371,266,545
Under item 2.2, the Board of Directors proposes to appropriate a part of the capital contribution reserve as follows:
Distribution for the 2014 financial year of a dividend from
capital contribution reserve of CHF 17.00 per share
with a nominal value of CHF 0.10 each for 149,636,836* shares
CHF
2,543,826,212*
* These figures are based on the share capital issued on December 31, 2014, and may change, depending on the number of
shares issued on April 8, 2015. Treasury shares are not entitled to dividends and will not be taken into account.
Subsequently, the Chairman invites shareholders to discuss agenda items 2.1 and 2.2. Four shareholders request the
floor on these items:
1
Heiner Hofmann, Suhr
The speaker says that he is glad that Zurich continues to pay a high dividend. He requests that the Board of Directors
consider the option of offering a scrip dividend (offering a choice between a cash dividend and Zurich shares) in the
coming year. The speaker welcomes the fact that Zurich has increased its share investments despite tough
investment guidelines. The speaker also favors allowing companies as much freedom as possible to act.
The Chairman explains that even though share dividends are not uncommon in certain countries, Zurich knows that
many of its shareholders, mainly those in the U.S. and U.K., do not want a scrip dividend; the shareholders prefer to
decide for themselves how to invest their dividend earnings.
2
Robert Hunziker, Neuhausen am Rheinfall
The speaker explains that the main reason for his coming to the General Meeting is his desire to thank Zurich. He is
delighted by media reports that Zurich has further increased the number of jobs for apprentices. The speaker also
enjoyed watching the video about handicapped sports shown prior to the Annual General Meeting. He explains that
he has the privilege to accompany disabled athletes and support them.
The Chairman thanks the speaker for his kind words and for his engagement in supporting handicapped sports.
3
Barbara Siegenthaler, Köniz
Before giving the floor to the speaker, the Chairman reminds her that he already has been personally informed
regarding the legal circumstances and facts of her case and that he sees no reason to deviate from Zurich’s position,
which already has been communicated many times. Zurich regards the case as definitively closed.
The speaker talks about a claim concerning her, which happened 27 years ago, which Zurich and the courts involved
did not handle to her satisfaction.
The Chairman refers to his introductory remarks that Zurich regards the case as definitively closed.
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Minutes of the 15 Annual General Meeting of Zurich Insurance Group Ltd
4
April 1, 2015
Hermann Struchen, Zürich
The speaker says he is happy that the proposed dividend will be paid again this year out of the capital contribution
reserve. He would like to know how much capital contribution reserve will remain after deducting the roughly
CHF 2.5 billion. The dividend amount per share having remained unchanged since 2011, the speaker would
welcome it if, in spite of the good returns, the amount could be increased in future.
The Chairman thanks the speaker and explains that the capital contribution reserve amounted to roughly
CHF 6 billion as per December 31, 2014. The capital contribution reserve would therefore amount to roughly
CHF 3.5 billion after deducting the proposed dividend of roughly CHF 2.5 billion for the financial year 2014.
Agenda Item 2.1:
Appropriation of available earnings for 2014
The General Meeting approves the Board of Directors’ motion on the appropriation of available earnings for 2014
with the following result:
Current attendance
Votes cast
Votes in favor
Against
Percent
Votes
99.92%
0.08%
60,800,842
60,783,926
60,307,971
44,428
Abstentions
Agenda Item 2.2:
431,527
Appropriation of capital contribution reserve
The General Meeting approves the Board of Directors’ motion on the appropriation of the capital contribution
reserve with the following result:
Current attendance
Votes cast
Votes in favor
Against
Percent
Votes
99.94%
0.06%
60,800,642
60,754,740
60,290,778
33,071
Abstentions
430,891
The Chairman says that it is planned to pay the dividend from the capital contribution reserve of CHF 17.00 per
share from April 9, 2015 in accordance with the dividend payment instructions.
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Minutes of the 15 Annual General Meeting of Zurich Insurance Group Ltd
Agenda Item 3:
April 1, 2015
Discharge of members of the Board of Directors and of the
Group Executive Committee
The Board of Directors proposes to discharge the members of the Board of Directors and the Group Executive
Committee for their activities in the 2014 financial year. The Chairman informs the General Meeting that the motion
for discharge also includes all members that have left or have been newly appointed to the Board of Directors or the
Group Executive Committee in the 2014 financial year.
No discussion is requested.
The Chairman points out that those persons who have participated in the management of the company are not
authorized to participate in the votes on the discharge from liability, neither with their own shares nor with shares
that they represent.
The General Meeting discharges the members of the Board of Directors and Group Executive Committee with the
following result:
Current attendance
Votes cast
Votes in favor
Against
Percent
Votes
99.48%
0.52%
60,613,000
60,422,455
59,320,469
305,647
Abstentions
796,339
Agenda Item 4:
Elections and re-elections
Agenda Item 4.1:
Election and re-elections Board of Directors
Agenda Item 4.1.1:
Re-election of Mr. Tom de Swaan as Chairman of the Board of Directors
For this agenda item, Mr. Fred Kindle, Vice-Chairman of the Board of Directors, acts as Chairman. He explains that
the Board of Directors proposes to re-elect Mr. Tom de Swaan as Chairman of the Board of Directors for a term of
office ending with the conclusion of the next Annual General Meeting.
No discussion is requested.
The General Meeting re-elects Mr. Tom de Swaan as Chairman of the Board of Directors for a term of office ending
with the conclusion of the next Annual General Meeting with the following result:
Current attendance
Votes cast
Votes in favor
Against
Percent
Votes
98.63%
1.37%
60,800,193
60,544,482
58,199,891
805,730
Abstentions
1,538,861
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Minutes of the 15 Annual General Meeting of Zurich Insurance Group Ltd
April 1, 2015
The Chairman expresses his gratitude to shareholders for placing their confidence in him.
Agenda items 4.1.2 – 4.1.9
The General Meeting continues with the re-elections of the current members of the Board of Directors. Due to
numerous re-elections, the Chairman invites the shareholders to discuss agenda items 4.1.2 to 4.1.9 (re-election
candidates) prior to the eight re-election rounds. The Chairman explains that the individual results will be announced
at the end of all re-elections.
No discussion is requested.
Agenda Item 4.1.2:
Re-election of Ms. Susan Bies as member of the Board of Directors
The Board of Directors proposes to re-elect Ms. Susan Bies as member of the Board of Directors for a term of office
ending with the conclusion of the next Annual General Meeting.
Agenda Item 4.1.3:
Re-election of Dame Alison Carnwath as member of the Board of
Directors
The Board of Directors proposes to re-elect Dame Alison Carnwath as member of the Board of Directors for a term
of office ending with the conclusion of the next Annual General Meeting.
Agenda Item 4.1.4:
Re-election of Mr. Rafael del Pino as member of the Board of Directors
The Board of Directors proposes to re-elect Mr. Rafael del Pino as member of the Board of Directors for a term of
office ending with the conclusion of the next Annual General Meeting.
Agenda Item 4.1.5:
Re-election of Mr. Thomas K. Escher as member of the Board of Directors
The Board of Directors proposes to re-elect Mr. Thomas K. Escher as member of the Board of Directors for a term of
office ending with the conclusion of the next Annual General Meeting.
Agenda Item 4.1.6:
Re-election of Mr. Christoph Franz as member of the Board of Directors
The Board of Directors proposes to re-elect Mr. Christoph Franz as member of the Board of Directors for a term of
office ending with the conclusion of the next Annual General Meeting.
Agenda Item 4.1.7:
Re-election of Mr. Fred Kindle as member of the Board of Directors
The Board of Directors proposes to re-elect Mr. Fred Kindle as member of the Board of Directors for a term of office
ending with the conclusion of the next Annual General Meeting.
Agenda Item 4.1.8:
Re-election of Ms. Monica Mächler as member of the Board of Directors
The Board of Directors proposes to re-elect Ms. Monica Mächler as member of the Board of Directors for a term of
office ending with the conclusion of the next Annual General Meeting.
Agenda Item 4.1.9:
Re-election of Mr. Don Nicolaisen as member of the Board of Directors
The Board of Directors proposes to re-elect Mr. Don Nicolaisen as member of the Board of Directors for a term of
office ending with the conclusion of the next Annual General Meeting.
The General Meeting re-elects all current members of the Board of Directors standing for re-election for a term of
office ending with the conclusion of the next Annual General Meeting with the following results:
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Minutes of the 15 Annual General Meeting of Zurich Insurance Group Ltd
April 1, 2015
Item
Name
Attendance/
Votes cast
Votes in favor
Against
Abstentions
4.1.2
Ms. Susan Bies
60,799,993
60,757,756
60,076,915
99.71%
169,504
0.29%
511,337
4.1.3
Dame Alison Carnwath
60,799,661
60,737,338
59,435,321
98.99%
603,929
1.01%
698,088
4.1.4
Mr. Rafael del Pino
60,799,661
60,752,428
60,052,432
99.70%
176,482
0.30%
523,514
4.1.5
Mr. Thomas K. Escher
60,799,661
60,768,697
59,533,052
98.78%
733,528
1.22%
502,117
4.1.6
Mr. Christoph Franz
60,799,661
60,716,066
59,914,886
99.51%
291,819
0.49%
509,361
4.1.7
Mr. Fred Kindle
60,799,661
60,605,776
59,679,548
99.57%
255,197
0.43%
671,031
4.1.8
Ms. Monica Mächler
60,799,661
60,764,510
60,046,332
99.63%
219,990
0.37%
498,188
4.1.9
Mr. Don Nicolaisen
60,799,661
60,715,262
59,902,132
99.51%
290,896
0.49%
522,234
[Note: Due to a display error, the voting results regarding agenda items 4.1.6 – 4.1.9 are slightly different from the
numbers shown on screen in the hall. The numbers shown here reflect the correct voting results.]
Agenda items 4.1.10 – 4.1.11
The General Meeting continues with the election of the two new candidates as members of the Board of Directors,
Ms. Joan Amble and Mr. Kishore Mahbubani. The Chairman invites the shareholders to discuss both proposals prior
to the elections. These individual results will also be announced only at the end of both elections.
No discussion is requested.
Agenda Item 4.1.10: Election of Ms. Joan Amble as member of the Board of Directors
The Board of Directors proposes to elect Ms. Joan Amble as member of the Board of Directors for a term of office
ending with the conclusion of the next Annual General Meeting.
Agenda Item 4.1.11: Election of Mr. Kishore Mahbubani as member of the Board of Directors
The Board of Directors proposes to elect Mr. Kishore Mahbubani as member of the Board of Directors for a term of
office ending with the conclusion of the next Annual General Meeting.
The General Meeting elects Ms. Joan Amble and Mr. Kishore Mahbubani as members of the Board of Directors for a
term of office ending with the conclusion of the next Annual General Meeting with the following results:
Item
Name
Attendance/
Votes cast
Votes in favor
Against
Abstentions
4.1.10
Ms. Joan Amble
60,810,017
60,735,537
59,680,020
99.14%
514,404
0.86%
541,149
4.1.11
Mr. Kishore Mahbubani
60,810,017
60,765,342
59,997,774
99.63%
222,575
0.37%
544,993
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Minutes of the 15 Annual General Meeting of Zurich Insurance Group Ltd
Agenda Item 4.2:
April 1, 2015
Election and re-elections Remuneration Committee
The Chairman points out that the members of the Remuneration Committee are individually elected by the General
Meeting for a term of office ending with the conclusion of the next Annual General Meeting.
The general meeting proceeds with the re-election of the current members of the Remuneration Committee and the
election of Christoph Franz as new member of the Remuneration Committee. The Chairman invites the shareholders
to discuss any proposed candidate prior to the first re-election. Due to numerous re-elections, the individual results
will also only be announced at the end of the elections.
No discussion is requested.
Agenda Item 4.2.1:
Re-election of Dame Alison Carnwath as member of the Remuneration
Committee
The Board of Directors proposes to re-elect Dame Alison Carnwath as member of the Remuneration Committee for
a term of office ending with the conclusion of the next Annual General Meeting.
Agenda Item 4.2.2:
Re-election of Mr. Tom de Swaan as member of the Remuneration
Committee
For this agenda item, Mr. Fred Kindle, Vice-Chairman of the Board of Directors, acts again as Chairman. He explains
that the Board of Directors proposes to re-elect Mr. Tom de Swaan as member of the Remuneration Committee for
a term of office ending with the conclusion of the next Annual General Meeting.
Agenda Item 4.2.3:
Re-election of Mr. Rafael del Pino as member of the Remuneration
Committee
The Board of Directors proposes to re-elect Mr. Rafael del Pino as member of the Remuneration Committee for a
term of office ending with the conclusion of the next Annual General Meeting.
Agenda Item 4.2.4:
Re-election of Mr. Thomas K. Escher as member of the Remuneration
Committee
The Board of Directors proposes to re-elect Mr. Thomas K. Escher as member of the Remuneration Committee for a
term of office ending with the conclusion of the next Annual General Meeting.
Agenda Item 4.2.5:
Election of Mr. Christoph Franz as member of the Remuneration
Committee
The Board of Directors proposes to elect Mr. Christoph Franz as member of the Remuneration Committee for a term
of office ending with the conclusion of the next Annual General Meeting.
The General Meeting re-elects all current members of the Remuneration Committee and elects Christoph Franz as
new member of the Remuneration Committee for a term of office ending with the conclusion of the next Annual
General Meeting with the following results:
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Minutes of the 15 Annual General Meeting of Zurich Insurance Group Ltd
April 1, 2015
Item
Name
Attendance/
Votes cast
Votes in favor
Against
Abstentions
4.2.1
Dame Alison Carnwath
60,810,110
60,764,844
56,234,492
93.33%
4,018,227
6.67%
512,125
4.2.2
Mr. Tom de Swaan
60,810,110
60,762,900
54,752,805
92.46%
4,463,640
7.54%
1,546,455
4.2.3
Mr. Rafael del Pino
60,810,110
60,757,927
56,131,544
93.18%
4,102,999
6.82%
523,384
4.2.4
Mr. Thomas K. Escher
60,810,235
60,758,914
55,617,951
92.31%
4,630,066
7.69%
510,897
4.2.5
Mr. Christoph Franz
60,810,260
60,754,827
59,805,438
99.28%
428,914
0.72%
520,475
Agenda Item 4.3:
Re-election of the independent voting rights representative
The Board of Directors proposes to re-elect the current independent voting rights representative Mr. lic. iur. Andreas
G. Keller, Attorney at Law, as independent voting rights representative for a term of office ending with the
conclusion of the next Annual General Meeting.
No discussion is requested.
The General Meeting re-elects Mr. lic. iur. Andreas G. Keller as independent voting rights representative for a term
of office ending with the conclusion of the next Annual General Meeting with the following result:
Current attendance
Votes cast
Votes in favor
Against
Percent
Votes
99.93%
0.07%
60,810,542
60,734,247
60,263,294
41,942
Abstentions
Agenda Item 4.4:
429,011
Re-election Auditors
The Chairman notes that the statutory term of office of the auditors is one year and explains that the Board of
Directors proposes to re-elect PricewaterhouseCoopers Ltd, Zurich, as auditors for the financial year 2015.
The Chairman confirms that PricewaterhouseCoopers Ltd fulfills all independence requirements, is registered as a
federally-supervised audit firm and thus qualifies as auditors.
No discussion is requested.
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Minutes of the 15 Annual General Meeting of Zurich Insurance Group Ltd
April 1, 2015
The General Meeting re-elects PricewaterhouseCoopers Ltd, Zurich, as auditors for the financial year 2015 with the
following result:
Current attendance
Votes cast
Votes in favor
Against
Percent
Votes
97.52%
2.48%
60,810,622
60,745,117
58,687,639
1,488,619
Abstentions
Agenda Item 5:
568,859
Approval of Remuneration
The Chairman informs the shareholders that for the first time there will be a binding vote on remuneration of the
Board of Directors and Group Executive Committee. The agenda item 5 is split into two sub-agenda items: the
approval of the remuneration of the Board of Directors (agenda item 5.1) and the approval of the remuneration of
the Group Executive Committee (agenda item 5.2).
The Chairman refers to the Board of Directors Report, which was attached to the invitation to the Annual General
Meeting and which included important explanations on the approval of the remuneration of the Board of Directors
and of the Group Executive Committee. He briefly addresses both sub-agenda items and opens the discussion.
No discussion is requested.
Agenda Item 5.1:
Approval of the remuneration of the Board of Directors
The General Meeting approves a maximum total amount of remuneration of the Board of Directors of
CHF 4,900,000 for the period from the Annual General Meeting 2015 to the Annual General Meeting 2016 with
the following result:
Current attendance
Votes cast
Votes in favor
Against
Percent
Votes
95.55%
4.45%
60,810,628
60,753,666
57,318,755
2,664,006
Abstentions
Agenda Item 5.2:
770,905
Approval of the remuneration of the Group Executive Committee
The General Meeting approves a maximum total amount of remuneration of the Group Executive Committee of
CHF 75,900,000 for the financial year 2016 with the following result:
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Minutes of the 15 Annual General Meeting of Zurich Insurance Group Ltd
Current attendance
Votes cast
Votes in favor
Against
Percent
Votes
89.93%
10.07%
60,810,678
60,596,494
53,854,447
6,025,499
Abstentions
Agenda Item 6:
April 1, 2015
716,548
Amendment to the Articles of Incorporation (Article 10
Clause 4 and Article 30 Paragraph 2)
The Chairman refers to the new provisions on the commercial accounting and financial reporting of the Swiss Code
of Obligations, which entered into force on January 1, 2013. The Articles of Incorporation thus need to be amended
accordingly.
The proposed amendment to the Articles of Incorporation was listed in the invitation and published in the Swiss
Official Gazette of Commerce on March 6, 2015.
No discussion is requested.
The General Meeting approves the proposed amendment to the Articles of Incorporation with the following result:
Current attendance
Votes cast
Votes in favor
Against
Percent
Votes
99.86%
0.14%
60,810,582
60,721,510
60,114,494
80,917
Abstentions
526,099
The resolution regarding the amendment to the Articles of Incorporation is officially certified by the Deputy Notary
Public Christoph Nörr, Zurich Enge, personally present.
The Chairman closes the Annual General Meeting of Zurich Insurance Group Ltd at 16.58 p.m.
Tom de Swaan
Chairman
Adrian Peyer
Secretary
Appendices
Appendix 1: Speech of the Chairman, Tom de Swaan
Appendix 2: Speech of the CEO, Martin Senn
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