Proxy Statement PDF (WebVersion RenaissanceRe 2025Proxy+Statement)

Letter To Our Shareholders

Dear Fellow Shareholders,

In 2024, RenaissanceRe delivered strong financial results for our shareholders and advanced our strategy through focused execution of the Validus integration. At the same time, throughout the year, we reinforced our leadership position, forming stronger customer relationships, deepening our talent pool and building a larger, more resilient platform for assuming reinsurance risk.

The Board played an important role throughout, overseeing and stewarding the Company's progress while ensuring compensation remained aligned with results. We begin 2025 with a strong balance sheet, scale that provides us with great access to risk, increased financial resilience from our Three Drivers of Profit and a culture that ensures we remain nimble, connected and supportive of opportunities that enhance shareholder value.

Financial Results

In 2024, we generated net income available to common shareholders of $1.8 billion, operating income available to common shareholders of $2.2 billion, retuon average common equity of 19.3%, operating retuon average common equity of 23.5%, growth in book value per share plus change in accumulated dividends of 19.4% and growth in our primary metric - tangible book value per common share plus change in accumulated dividends - of 26.0%.1 Each of our Three Drivers of Profit outperformed, and benefited from the Validus acquisition:

• Underwriting: We generated $1.6 billion in underwriting income and an 83.9% combined ratio, an excellent result in a year with over $140 billion of industry insured catastrophe losses. A highlight this year was successfully retaining the Validus portfolio, which enabled us to grow our gross premiums written by 32.4%, to $11.7 billion. Much of this growth was in property catastrophe and specialty lines of business, where we have seen the strongest returns.
• Fees: Our Capital Partners unit delivered exceptional fee income this year, growing by 38.0% to $326.8 million. Management and performance fees were both up significantly, driven by growth in our joint venture vehicles and positive performance in the year.
• Investments: Our $32.6 billion investment portfolio provides a significant source of income. Net investment income grew steadily throughout the year, increasing 32.0% and contributing $1.7 billion to our results.

Validus Integration and Capital Management

In November 2023, we successfully closed the Validus acquisition, rapidly accelerating our scale in an attractive market. This past year, we were focused on renewing the combined portfolio and fully integrating Validus' people, processes and systems into RenaissanceRe. We are proud to have achieved our objectives through coordination and collaboration across the Company, resulting in a larger underwriting portfolio and stronger partnerships with our customers, increased capital efficiency from consolidated balance sheets and additional talent from new employees that have joined our team. Ultimately our actions this year demonstrated the benefit of operating as an Integrated System and furthered RenaissanceRe's position as a leading global reinsurer, able to holistically solve our customers' biggest risk challenges at scale.

Our strong earnings in 2024, on the back of a highly successful 2023, have put us in an exceptionally healthy capital and liquidity position. We enhanced this position through the Validus acquisition, which freed up approximately $1 billion in capital both by optimizing the renewal of the Validus portfolio across RenaissanceRe's owned and Capital Partner vehicles and also by merging Validus' balance sheets into existing RenaissanceRe balance sheets. In line with our long track record of being good stewards of your capital, we deployed a robust capital management strategy in 2024. Given our scale, and consistent contributions from each of our Three Drivers of Profit, we increased our share repurchase authorization from $500 million to $750 million. In aggregate, throughout 2024, we repurchased over $677.6 million of our common shares and, subsequent to December 31, 2024 and through February 7, 2025, we repurchased an additional $227.7 million of our common shares.

• Operating income available to common shareholders, operating retuon average common equity, and growth in tangible book value per common share plus change in accumulated dividends are non-GAAP financial measures. A reconciliation of non-GAAP financial measures is included in ''Appendix A.''

KEY ACHIEVEMENTS IN 2024

Our People

We are proud of our talented and passionate team which made meaningful contributions to last year's accomplishments. Guided by our purpose - to protect communities and enable prosperity - and supported by our Integrated System - which is a cornerstone of our collaborative culture - our people drive toward shared goals, to great success.

RenaissanceRe's future success depends on maintaining the strength of our talented team and our Board and management work together to ensure that we recruit, develop and retain the people and skill sets necessary to accomplish this important goal. Specifically:

• Culture and Talent Development: We foster a highly collaborative culture that encourages the sharing of ideas and experiences across the Company and in-role learning and development. We supplement this with more formal training and manager development programs to equip our people with the technical skills and experience to do their jobs more effectively and achieve their career goals.
• Pay for Performance: We believe our longstanding pay for performance philosophy encourages superior results from our people and enables a high level of talent retention. In line with this, our strong financial results and strategic accomplishments in 2024 resulted in an above target annual incentive bonus.
• Succession Planning: We believe we have robust succession plans in place for leadership roles. The Board continues to actively oversee this process, working with management to ensure this plan is updated and reviewed to reflect the evolving strategy and increasing scale of the organization.

Our Board

We remain committed to preserving and enhancing the composition and talent of our Board. We continue to leverage the broad range of skills, viewpoints and expertise of our Board members to execute and advance our strategy. Consistent with our Integrated System, the Board and management have a productive and collaborative working relationship.

In November 2024, we were proud to welcome Loretta J. Mester to the Board. Loretta served as the former President of the Federal Reserve Bank of Cleveland. Her extensive expertise with macroeconomic policy, global financial systems and management of systemic risk will support the Board as we fulfill our oversight role and further RenaissanceRe's purpose, mission and vision.

We would also like to thank Brian G. J. Gray, who retired from the Board in November 2024 after more than 11 years of distinguished service. During his tenure, Brian chaired the Investment and Risk Management Committee and was a member of the Transaction and Offerings Committees. Brian employed his extensive industry expertise to guide RenaissanceRe over a period of significant expansion and we are grateful for his guidance.

In closing, thank you to our shareholders for your investment in, and commitment to, RenaissanceRe - we appreciate the trust you place in us. We are proud of the results the entire RenaissanceRe team delivered in 2024 and believe that the actions we took this year will support us in generating value for shareholders in the future.

March 20, 2025

Sincerely,

Notice of Annual General Meeting of Shareholders

Proxy Summary

The board of directors (the "Board") of RenaissanceRe Holdings Ltd. ("RenaissanceRe," the "Company," "we," "us," or "our") is making this proxy statement and proxy available to you in connection with the solicitation of proxies for our 2025 Annual General Meeting of Shareholders (the "Annual Meeting").

This proxy summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

PROPOSAL 1

Election of One Class II and Four Class III Director Nominees Named in this Proxy Statement

The Board recommends a vote FOR each director nominee named in this proxy statement 4See page 12

PROPOSAL 2

Advisory Vote on the Compensation of Our Named Executive Officers

PROPOSAL 3

Approval of the Appointment of PricewaterhouseCoopers Ltd. as Our Independent Registered Public Accounting Firm for the 2025 Fiscal Year and the Referral of the Auditor's Remuneration to the Board

RenaissanceRe 2025 Proxy Statement | 1

Strategic, Operational and Financial Highlights

RenaissanceRe is a global provider of reinsurance and insurance. We provide property, casualty and specialty reinsurance, and certain insurance solutions to customers, principally through intermediaries. Established in 1993, we have offices in Bermuda, Australia, Canada, Ireland, Singapore, Switzerland, the U.K., and the U.S.

In 2024, we delivered strong strategic, operational and financial returns, and we believe that we have positioned ourselves to produce superior returns for our shareholders over the long term. Our financial performance was outstanding, with strong performance across many metrics, and we achieved several strategic milestones, including the integration of Validus.

Some of our strategic, operational and financial highlights for 2024 included:

STRONG STRATEGIC AND OPERATIONAL PERFORMANCE

support our increased scale

2024 FINANCIAL PERFORMANCE

1. Operating income available to common shareholders, operating retuon average common equity, and change in tangible book value per common share plus change in accumulated dividends are non-GAAP financial measures. A reconciliation of non-GAAP financial measures is included in "Appendix A."

2 | RenaissanceRe 2025 Proxy Statement

Our 2024 results demonstrate our strong performance over a long period, through challenging market conditions. Since Mr. O'Donnell was named our Chief Executive Officer in 2013, we have performed well across our key financial metrics. He has led the Company to become a diversified reinsurer with an innovative and flexible operating platform. From 2014 to 2024, our total shareholder retugrew at a compound annual growth rate ("CAGR") of 10.9%, and our book value per common share plus accumulated dividends reached $223.85 in 2024.

(1)

1. Total shareholder retuis dividend adjusted and measured from January 2, 2014 through December 31, 2024. Source: S&P Capital IQ database.

RenaissanceRe 2025 Proxy Statement | 3

Director Nominees and Continuing Directors

Kevin J. O'Donnell

President and Chief Executive Officer,58 2013

RenaissanceRe Holdings Ltd.

4 | RenaissanceRe 2025 Proxy Statement