TRV The Travelers Companies Inc

The Board’s Approach to Reviewing and Evaluating Shareholder Proposals

In addition to the above discussion, the Company would like to take this opportunity to address the Board’s approach to reviewing and evaluating shareholder resolutions more generally.

Increasingly, shareholder proponents are calling upon the insurance industry to address complex societal or global challenges through insurance – often through shareholder proposals that seek to alter insurers’ well-established approaches to underwriting, pricing and/or investing. While these proposals address important national or global issues, and while many insurers, including Travelers, are working hard and in good faith to do their part to contribute to the solutions, some requests – however well-intentioned and laudable – cannot be reconciled with the 50-state regulatory framework in which property casualty insurers operate, or with the best economic interest of shareholders.

This is particularly the case with shareholder requests that implicate the property casualty insurance industry’s foundational principles of risk-based underwriting and pricing, and/or that seek to limit the flexibility of insurers to invest their assets for the primary purpose of enabling them to fund future claim payments.

The Company’s Board of Directors is particularly sensitive to proposals that would require the Company to alter its risk-based approach to underwriting and pricing – the bedrock principle of the insurance industry – by incorporating into its underwriting and/or pricing decisions factors that are not predictive of risk and that seek to steer the insurance industry away from deploying underwriting capacity for reasons other than underwriting risk and returns. Ultimately, the industry’s risk-based approach to underwriting and pricing benefits consumers by increasing the availability of insurance at fair prices that appropriately reflect the related risks and ensures the financial solvency of insurers to pay covered claims decades into the future. Likewise, this approach benefits communities by ensuring that businesses can access traditional forms of risk transfer. The Board is similarly concerned about proposals that would restrain the Company’s ability to invest its assets for the primary goal of ensuring its ability to pay claims as they come due.

The Board believes that an attempt to utilize insurance as a tool to achieve public policy goals – however admirable – is likely to have long-term and unintended negative consequences on the Company, its customers, its communities, its shareholders and the effective operation of insurance markets.

It is with these concerns in mind that the Board reviews and evaluates shareholder proposals submitted to the Company. The Board encourages investors to review its responses to all of the shareholder proposals included in the Company’s 2023 Proxy Statement and, in particular, its articulation of the specific ways in which the Board believes each of the proposals jeopardizes the ability of the Company to continue to deliver long-term value to its shareholders.

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We appreciate your time and consideration on these matters and ask for your support with respect to all of the Board’s recommendations. Our 2023 Proxy Statement, this supplemental proxy material and our 2022 Annual Report are available at https://investor.travelers.com/home/default.aspx.