UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG

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AGENDA ITEMS

ITEM 1

Amend the Articles of Association to Change the Company’s Swiss Registered Office

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes to change the Company’s Swiss registered office from the town of Baar in the Canton of Zug, Switzerland, to the city of Zug in the Canton of Zug, Switzerland, and to amend Article 1 of the Company’s Articles of Association accordingly.

ITEM 2

Amend the Articles of Association to Define the Duties of the Compensation Committee

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes to amend the Company’s Articles of Association by adopting a new Article 20a to define the duties of the Compensation Committee, as required under Swiss law.

ITEM 3

Amend the Articles of Association to Define the Company’s Compensation Principles

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes the following amendments to the Company’s Articles of Association: (i) adopt a new Article 20b to define the principles of compensation, including performance-based compensation and equity grants; (ii) amend Article 19(6) to reflect the requirement that the Company has to issue annually a compensation report detailing the compensation of the Company’s directors and executives; and (iii) amend Article 18(b) to clarify that the Board may delegate the management of the Company’s business only to natural persons, as opposed to corporations and other legal entities, as required under Swiss law.

ITEM 4

Amend the Articles of Association to Limit the Notice Period in Employment Agreements with Executive Officers and Agreements with Directors, and to Prohibit Loans and Credit to Executives and Directors

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes to amend the Company’s Articles of Association by adopting a new Article 20c to limit the notice period in any compensation-related agreements the Company enters into with directors and officers to not more than 12 months, and to prohibit loans and credit to directors and executive officers, in each case as required under Swiss law.

ITEM 5

Amend the Articles of Association to Limit the Number of Outside Board Seats the Company’s Directors and Executives May Hold

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes to amend the Company’s Articles of Association by adopting a new Article 20d to limit the number of outside director seats that directors can hold to ten, of which not more than three may be with an additional public company, and the number of outside director seats that executives can hold to five, of which not more than one may be with an additional public company, as required under Swiss law.

ITEM 6

Amend the Articles of Association to Provide for Say-on-Pay Votes Required under Swiss Law

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes the following amendments to the Company’s Articles of Association: (i) adopt a new Article 20e to define the details regarding the binding say-on-pay votes as required under Swiss law; (ii) adopt a new Article 9(5) to state specifically that shareholders must approve the compensation amount for the directors and the executive officers; and (iii) amend Article 17 to delete paragraph c) since the Swiss law requires that the compensation of directors be subject to shareholder approval rather than determined by the Board.

ITEM 7

Elect the Board of Directors

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that each of the nominees listed below be elected to serve as the directors of the Company until the Company’s Annual Shareholder Meeting in 2016.

ITEM 7.1: Barbara T. Alexander

ITEM 7.2: Scott A. Carmilani

ITEM 7.3: James F. Duffy

ITEM 7.4: Bart Friedman

ITEM 7.5: Patrick de Saint-Aignan

ITEM 7.6: Eric S. Schwartz

ITEM 7.7: Samuel J. Weinhoff

ITEM 8

Elect the Chairman of the Board of Directors

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that Scott A. Carmilani be re-elected as Chairman of the Board of Directors to serve until the Company’s Annual Shareholder Meeting in 2016.

ITEM 9

Elect the Compensation Committee Members

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that each of the nominees listed below be elected to serve as members of the Compensation Committee until the Company’s Annual Shareholder Meeting in 2016.

ITEM 9.1: Barbara T. Alexander

ITEM 9.2: James F. Duffy

ITEM 9.3: Bart Friedman

ITEM 9.4: Patrick de Saint-Aignan

ITEM 9.5: Eric S. Schwartz

ITEM 9.6: Samuel J. Weinhoff

ITEM 10

Elect the Independent Proxy

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that Buis Buergi AG be elected as the Independent Proxy to serve at and until conclusion of the Company’s Annual Shareholder Meeting in 2016.

ITEM 11

Approve the 2015 Compensation for Executives as Required under Swiss Law

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes to approve a maximum aggregate compensation that can be paid to the Company’s executive officers for 2015 in an amount not to exceed $39.6 million.

ITEM 12

Approve the 2015 Compensation for Directors as Required under Swiss Law

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes to approve a maximum aggregate compensation that can be paid to the Company’s non-management directors for 2015 in an amount not to exceed $2.31 million.

ITEM 13

Advisory vote on 2014 Executive Compensation as Required under U.S. Securities Laws

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“SEC”), including the Compensation Discussion and Analysis section, compensation tables and narrative discussion, be approved.

As an advisory vote, this proposal is not binding upon the Company. However, the Compensation Committee of the Board of Directors, which is responsible for designing and administering the Company’s executive compensation programs, values the opinions expressed by shareholders in their vote on this proposal and will continue to consider the outcome of the vote when making future compensation decisions for the named executive officers.

ITEM 14

Approve the 2014 Annual Report and Financial Statements

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that the Company’s 2014 Annual Report, including the Company’s audited consolidated financial statements and its audited Swiss statutory financial statements prepared in accordance with Swiss law, each for the year ended December 31, 2014, respectively, be approved.

ITEM 15

Approve the Retention of Disposable Profits

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that the disposable profits on the Company’s audited Swiss statutory financial statements be carried forward as retained earnings for fiscal year 2014.

ITEM 16

Approve the Payment of Dividends to Shareholders

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that the following dividend in the form of a distribution from the Company’s “general legal reserve from capital contributions” account be approved. The blank numbers in the following resolution will be completed based upon the Company’s actual share capital upon the date of the Annual Shareholder Meeting and applicable exchange rate calculations described below.

1.     The aggregate amount of CHF [· (number of common shares as registered in the Commercial Register on the date of the Annual Shareholder Meeting)] x [· (USD 1.04 x the Foreign Exchange Rate)] (“Aggregate Dividend Amount From Capital Contributions Reserves”) shall be transferred from the Company’s “general legal reserve from capital contributions” account to a “dividends payable” liability account and then be distributed by way of a dividend of CHF [· (USD 1.04 x the Foreign Exchange Rate)] per share as follows:

2.     The Aggregate Dividend Amount From Capital Contributions Reserves shall be paid to shareholders in four installments in the amount of CHF [· (USD 0.26 per share x the Foreign Exchange Rate)] (“Quarterly Dividend Amount From Capital Contributions Reserves”) in July 2015, in October 2015, in December 2015 and in March 2016.

3.     The Quarterly Dividend Amount From Capital Contributions Reserves equals USD 0.26 (“Quarterly Dollar Amount”) based on a USD/CHF exchange ratio of CHF [· completed on the date of the Annual Shareholder Meeting] (rounded down to the next whole cent) per $1 (being the Foreign Exchange Rate). The Quarterly Dividend Amount From Capital Contributions Reserves and the Aggregate Dividend Amount From Capital Contributions Reserves are subject to the following adjustments as a result of USD/CHF currency fluctuations:

(i)             The Quarterly Dividend Amount From Capital Contributions Reserves is to be adjusted as a result of currency fluctuations such that each quarterly Dividend amount shall equal an amount calculated as follows (rounded down to the next whole cent):

Quarterly Dividend Amount From Capital Contributions Reserves = Quarterly Dollar Amount x USD/CHF currency exchange ratio as reported by The Wall Street Journal on June 9, 2015, for the first quarterly dividend payment, on September 8, 2015, for the second quarterly dividend payment, on December 8, 2015, for the third quarterly dividend payment, and on March 8, 2016, for the fourth quarterly dividend payment.

(ii)          The adjustment of the Aggregate Dividend Amount From Capital Contributions Reserves shall be capped at CHF [· completed on the date of the Annual Shareholder Meeting] (corresponding to 50% of the Aggregate Dividend Amount From Capital Contributions Reserves set forth in paragraph 1). The cap is subject to further adjustment for new shares issued pursuant to paragraph 4 below.

4.     The Aggregate Dividend Amount From Capital Contributions Reserves pursuant to paragraph 1 (as adjusted pursuant to paragraph 3(i) and 3(ii)) shall be increased (to a maximum of CHF [· completed on the date of the Annual Shareholder Meeting] by quarterly dividend payments on shares that are issued (i) in the course of capital increases (in relation to any merger, amalgamation, acquisition or other corporate reorganizations); (ii) from authorized share capital; or (iii) from conditional share capital after the Annual Shareholder Meeting and before the record date of the applicable Quarterly Dividend Amount From Capital Contributions Reserves. Quarterly Dividend Amounts From Capital Contributions Reserves that would otherwise exceed such maximum limit shall be reduced to equal the Swiss franc amount remaining available under such maximum limit, and the U.S. dollar amount distributed will be the then-applicable U.S. dollar equivalent of that Swiss franc amount. In addition, any Quarterly Dividend Amount From Capital Contributions Reserves shall be adjusted to reflect shares repurchased by the Company after the Annual Shareholder Meeting and held in treasury on the record date of the applicable Quarterly Dividend Amount From Capital Contributions Reserves.

5.     Any Dividend Cap amount remaining after the payment of the final Quarterly Dividend Amount From Capital Contributions Reserves shall, by operation of this resolution, be immediately reallocated to the “general legal reserve from capital contributions” account included in the balance sheet of the Company’s Swiss statutory financial statements, without any requirement that such reallocation be approved by the Board or at any Annual Shareholder Meeting.

6.     The Board of Directors is instructed to determine the procedure for the payment of the Quarterly Distribution Amounts From Capital Contributions Reserves.