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AGM 2021

May 12, 2021

Speaker 1

Good morning. I am Rosemarie Glaser, Senior Vice President, Corporate Secretary and Deputy General Counsel of AIG, and I welcome you to the Annual Meeting of Shareholders for twenty twenty one. Joining me is Brian Dupro, AIG's Executive Chair and Peter Soffino, AIG's President and Chief Executive Officer. For the safety and well-being of our shareholders, we determined a virtual meeting was best this year given the ongoing pandemic. Before we begin the meeting, I'd like to cover a couple of housekeeping items.

A link to the agenda and rules of conduct for the meeting is available in the meeting materials portion of the virtual meeting web portal. I ask everyone to review these rules of conduct and adhere to them. In his role as Executive Chair, Brian will conduct the official business of the meeting and address the list of proposals under consideration today as presented in the proxy statement. After the formal meeting has been adjourned, Peter will provide perspective on AIG's strategy and priorities for the future. We will then provide time for general questions and answers.

Only validated shareholders who have entered their control numbers into the web portal will be able to submit questions during today's meeting. The rules of conduct provide that each shareholder may submit a maximum of two questions. A certified list of shareholders entitled to vote at this meeting is now available for inspection on the web portal. Links to the AIG Annual Report, which includes the Form 10 ks for the year 2020 at the proxy statement and the Form 10 Q for the 2021 are also available in the meeting materials portion of the web portal. I now submit the affidavit of Broadridge Financial Solutions, Inc, certifying that each shareholder of record at the close of business as of 03/17/2021, was sent a notice of availability of proxy materials transmitted on or around 03/30/2021, or a package containing AIG's 2020 Annual Report, Notice of This Meeting, a proxy statement, a proxy card, and a return envelope mailed commencing on 03/30/2021.

In addition, I would like to remind you that the remarks made today may contain forward looking statements, which are based on management's current expectations and are subject to uncertainty and changes in circumstances. Factors that could cause such differences include the factors described under management's discussion and analysis and under risk factors in our twenty twenty one first quarter ten Q and our 2030 ks. AIG is not under any obligation and expressly disclaims any obligation to update any forward looking statements. The information provided today may also include non GAAP financial measures. The definitions of such measures and the reconciliations of such measures to the comparable GAAP figures are included in AIG's 2020 annual report to shareholders and our twenty twenty and first quarter twenty twenty one financial supplements, which are available on AIG's website.

Christopher Woods joins us today and has been sworn in as our independent inspector of election. He advises that a quorum is present. Additionally, we are joined by Tom Perolo from PricewaterhouseCoopers, our independent auditor. Tom will be available during the question and answer session after the formal meeting to respond to questions. With that, I will turn the meeting over to our Executive Chair, Brian Dupro.

Speaker 2

Thank you, Rosemarie. I hereby call to order the twenty twenty one Annual Meeting of Shareholders of American International Group, Inc. Joining us for the meeting today are the 13 nominees, including Peter and me, for the AIG Board of Directors. The other nominees are James Cole, Jr, W. Don Cornwell, John H.

Fitzpatrick, William G. Jurgensen, Christopher S. Lynch, Linda A. Mills, Tom F. Matamid, Peter R.

Perino, Amy L. Schuldiger, Douglas M. Steeneland and Therese M. Vaughan. All the nominees are currently members of the AIG Board of Directors.

I would like to recognize Henry Miller, who is retiring from the Board today. Thank you, Henry, your service and for your valuable contributions to AIG. Finally, I'd like to thank all the nominees for agreeing to stand for reelection and being willing to serve. Moving on to the official business of today's meeting. I will present the list of proposals under consideration today as they appear in the proxy statement.

After the list has been presented, if any shareholder wants to comment on or ask a question about any of the proposals, you may do so by submitting your comment or question through the web portal. First proposal is the election to the board to the AIG Board of the 13 nominees I introduced to serve as directors until the next annual election and until their successors are elected and qualified. The second proposal is a nonbinding resolution to approve executive compensation. The third proposal is to approve the American International Group, Inc. 2021 Omnibus Incentive Plan.

The fourth proposal is the ratification of the selection of PricewaterhouseCoopers, LLP as AIG's independent registered public accounting firm for 2021. The fifth and final item in business is to consider a shareholder proposal that the Board takes steps to lower the ownership threshold required for shareholders to call a special meeting. The Board has unanimously recommended that shareholders vote against this proposal for the reasons set forth in the proxy statement. Mr. John Chiveden, representing Kenneth Steiner, will present the proposal.

Mr. Chiveden, your proposal and supporting argument is contained in the proxy statement and is deemed submitted. If you wish to make a statement in support of the proposal in accordance with the rules of conduct for this meeting, you will have five minutes to present your statement. Operator, please unmute Mr. Line.

Speaker 3

Hello, this is John Chavezin. Can you hear me okay?

Speaker 2

Yes, we can.

Speaker 3

This is proposal five, a special shareholder meeting improvement sponsored by Kenneth Steiner. Shareholders, we ask our Board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. It currently takes 30% of the shares that normally vote at the AIG annual meeting to call a special shareholder meeting. A special shareholder meeting is a mean shows can use to raise important matters outside the normal annual meeting cycle like the election of a new director. Consequently, the mere presence of this proposal in our bylaws would be an added incentive for better director performance.

This proposal topic won more than 44% support each at the 2019 and twenty twenty AIG annual meetings in spite of the unwelcome presentation management gave to it in the proxy materials. These 44% votes were close to or greater than 51% support from the shares that have access to objective proxy voting advice. Unfortunately, most retail shareholders do not have access to objective proxy voting advice. Management is thus getting a free ride from the shareholders who do not have access to objective proxy voting advice. And since the twenty twenty AIG annual meeting, there has been a dramatic development that makes a shareholder right make shareholder meetings so much more easier for management.

And management entrenchment is so well defended at an online shareholder meeting that shareholders should have a corresponding greater flexibility in calling for a special shareholder meeting. It is astounding what management can get away at an online shareholder meeting. At a bare bones online shareholder meeting, almost everything is optional. For instance, the management narrative on the state of the company is optional. Also, management answers to shareholder questions are optional even if management asks for questions.

Management highly needs to prepare for an online shareholder meeting. Thus, shareholders should rightfully have more flexibility in requesting a special shareholder meeting. The core purpose of such a meeting can simply be the announcement of the vote. The Goodyear online meeting, was spoiled by a trigger happy management mute button for shareholders that was used to quash constructive criticism. AT and T would not even allow shareholders to speak at its online shareholder meeting.

Shareholders does need greater flexibility in calling for a special shareholder meeting. Management incorrectly claims that shareholders should be distracted from improving our corporate governance with this proposal simply because we have the governance practices that a lot of other companies have. Please vote yes, special shareholder meeting improvement proposal five.

Speaker 2

Thank you. For the reasons stated in the proxy statement, the Board of Directors has carefully considered this proposal and unanimously recommends a vote against the proposal. Are there any questions or comments on the proposals? If so, please submit your question or comment through the web portal now. As a reminder, there will be time later for general questions.

Questions and comments at this point are limited to the five proposals just presented.

Speaker 1

Brian, there are no questions related to the proposals at this time.

Speaker 2

We will now proceed to vote on the proposals that have been properly presented to the meeting. The polls are now open. Any shareholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies or voted by telephone or Internet and do not wish to change their vote do not need to take any further action. Now that everyone has had the opportunity to vote, I now declare the polls closed.

I have the preliminary vote report of the Inspector of Election as of the start of this meeting. This report shows that each of the director nominees standing for election has been elected by a majority of the votes cast, that all of the board sponsored proposals have been adopted and that the shareholder proposal was not adopted. We will be reporting the detailed final vote result in an eight ks to be filed with the SEC within four business days. The official business of this meeting is now concluded and the twenty twenty one Annual Meeting of Shareholders is now adjourned. I now will turn the meeting over to Peter.

Speaker 4

Hello, everyone. Thank you for joining our Annual Meeting. I hope everyone is well and staying safe and healthy. My remarks will include an overview of AIG's significant progress towards becoming a top performing company and a global insurer of choice. Afterwards, we will take questions.

Let me start by saying that after our substantial efforts to reshape our portfolio and risk profile over the last three years, AIG is now well positioned for long term profitable growth and industry leading performance. We have significant momentum having started the year with strong strategic, operational and financial performance, and our momentum is not slowing. We are in terrific businesses, have global scale, loyal clients, exceptional relationships with distribution and reinsurance partners, strong liquidity and financial flexibility and a world class colleague base that provides excellent value, service and support to our clients and other stakeholders. I'm looking forward to the future with great optimism. As I noted on our first quarter earnings call last Friday, following the significant remediation of General Insurance business, we now have a disciplined culture at AIG that is grounded in underwriting fundamentals and a well defined and articulated risk appetite.

Our global portfolio is poised for improving profitability and more predictable results. We anticipate broad based sustainable top and bottom line growth over the foreseeable future, particularly in North America commercial, international commercial and assumed reinsurance businesses. While the remediation work in general insurance was taking place, our team in Life Retirement did an excellent job maintaining a market leading position in the protection and retirement savings industry and together with our investment colleagues consistently delivered solid performance against the backdrop of persistent low interest rates and challenging market conditions. We continue to work towards an IPO of up to 19.9% of Life Retirement, which we believe remains the optimal path to maximize value and position the strong franchise for additional value creation as a standalone company. And AIG two hundred is progressing very well.

The performance of our transformation team in a remote work environment was extraordinary. We continue to execute on a number of operational programs that will modernize our infrastructure and allow us to provide better, more effective service to our clients and improve the customer experience. I am very proud of what our global colleagues have accomplished, especially over the last year during the global pandemic, when our colleagues demonstrated resiliency and fortitude amid great change and uncertainty, a core strength for AIG. Equally important is our ongoing work at AIG to be a responsible corporate citizen with a diverse and inclusive workforce where everyone feels welcome, valued and recognized for the important role they play in the work that we do. The continuing social and racial injustices, which came so sharply into focus in 2020 and this year, make being a company of action more important than ever before.

The platform we have at AIG allows us to have impact beyond our day to day work. We are taking deliberate and meaningful actions related to advancing equity that we believe will result in positive outcomes for our company and our stakeholders. This is important to our colleagues and the communities where we live and work. For example, our progress with respect to diversity, equity and inclusion continues to be recognized. And just last week, AIG was named to Diversity, Inc.

Top 50 Companies for Diversity for the fourth year in a row. We are proud of this recognition. At the same time, we realize our work is far from complete. In the next few weeks, AIG will voluntarily submit its EEO-one report to the Equal Employment Opportunity Commission and post the report to our website. And in this year's proxy statement, we voluntarily disclose gender and racial characteristics of our Board members, one of a few public companies to do so.

We're also increasing transparency with respect to our sustainability efforts. AIG's sustainability strategy is built on four foundational pillars: community resilience, financial security, sustainable operations and sustainable investing. AIG recently committed to reducing our operational carbon emissions to net zero by 2050, and we are undertaking a carbon exposure assessment of our investment and underwriting portfolios to guide our climate strategy and ambitions going forward. Earlier this year, we joined the UN Global Compact and committed to align with its 10 principles in the areas of human rights, labor, environment and anti corruption and to advance the UN Sustainable Development Goals. And we have announced plans to expand AIG's third TCFD report into a holistic sustainability report on environmental, social and governance topics aligned with global standards and frameworks.

We are committed to being an agent of change in helping the world navigate climate challenges and are making steady progress in our overall sustainability efforts. Before turning the meeting back to Rosemarie Glaser, I'd like to thank you, our shareholders. AIG has been on quite a journey for many years and especially over the last three years, and our recent results demonstrate a successful pivot to profitable growth. I'm personally grateful for your support and I'm confident in saying that AIG's future is compelling. The company is getting better and stronger every day and we remain laser focused on quality and excellence in everything we do in order to deliver value to you.

Rosemarie, let's go ahead and begin the Q and A session.

Speaker 1

Thank you, Peter. I would like to remind everyone of the procedures we are going to follow for our Q and A and ask that you work with us to adhere to them. Please submit your questions through the web portal. As a reminder, only validated shareholders may ask questions in the designated field in the web portal and each shareholder is limited to two questions. Please note we will attempt to answer as many questions as time allows, and we will group together duplicative questions to ensure we can cover as much as possible.

I will now read aloud the questions that have been submitted on the web portal. So Peter, we had a couple of questions related to M and A activity. Is AIG considering any sales or spin off of parts of the company? Or are we considering mergers with any other companies in such areas as fintech?

Speaker 4

Thanks, Rosemarie. As we announced in earnings on Friday in my prepared remarks, we're focused on doing an IPO of 19.9% of Life Retirement. We do not intend to break up any of the company segments as we don't believe that adds and creates any additional shareholder value and believe that the segments that Life Retirement operates in, we have competitive advantages as an entire enterprise. In terms of looking at FinTech as a separate segment, our investment is focused on areas where we're growing our current business. And we are excited about the opportunities that are in front of us.

We have opportunities as I've outlined with AIG two hundred to put investments into modernizing our infrastructure and our capabilities in terms of digital and workflow. And so making sure that we're focused on client value and do not believe that investing or partnering with FinTech or InsurTech at the low end of commercial is aligned with our short term strategic intent.

Speaker 1

Thank you. We have another couple of questions that relate to claims. And they are focused on whether or not you think there will be any spikes in claims in particular areas this coming year.

Speaker 4

Well, as the economy is forecasted to start to grow, one area that we're watching carefully is workers' compensation as employers start to employ more workers across multiple industries. Having said that, and we talked about this on our earnings call on Friday, our workers' comp portfolio is largely in large accounts. And over 70% of those large accounts have very large deductibles or retentions, which means our clients really retain the original claims up to a certain level. So that increase in frequency and increase in workers that could be escalated will largely be retained by our clients and something that should not impact AIG going forward.

Speaker 1

Thank you very much, Peter. We received a question that related to our executive compensation program and how its design takes into account the company's particular circumstances and strategy. Given that it is a governance related topic, I thought I would address that question as the company's secretary. And what I would note is that our compensation committee is advised both by management with regard to what our strategy and areas of focus are for the year, as well as by external advisors that assisted in making sure that we are taking into account best practices and peer practices in its design. When we look at the types of metrics that we are going to use to align and motivate and retain our executives, we take all of those into account to ensure that it is a bespoke program that is intended to deliver the results that the Board has communicated and aligned with management to deliver.

The last question that we received was around stakeholder capitalism and how the company manages the interests of its various stakeholders. And what I would just comment is I think Peter's remarks very accurately addressed and adequately addressed how we are focused very intently on our stakeholders beyond just our investors and how we are working to make sure that we are taking those into account as we foster our role as a global corporate citizen. With that, we have no other questions in the queue. The meeting is now concluded. If you did not have your question addressed or if you have additional questions, please contact AIG Investor Relations.

Contact information and links are available on our website. Thank you for

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