8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2018

Sirius Acquisitions Holding Company III

(Exact name of registrant as specified in its charter)

Delaware	001-37522	47-3864814
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

140 Broadway, 32nd Floor New York, New York	10005
(Address of principal executive offices)	(Zip Code)

(441) 278-3140

(Registrant’s telephone number, including area code)

Easterly Acquisition Corp.

205 Hudson Street, 7th Floor

New York, New York 10013

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01.  Entry into a Material Definitive Agreement.

On November 5, 2018, the business combination of Sirius Acquisitions Holding Company III, formerly known as Easterly Acquisition Corp. (the “Company”), and Sirius International Insurance Group, Ltd. (“Sirius Group”) was completed pursuant to the terms of the Agreement and Plan of Merger, dated as of June 23, 2018 (as amended by the First Amendment to Agreement and Plan of Merger and Sponsor Letter (the “Amendment”) dated as of August 29, 2018, the “Merger Agreement”), by and among the Company, Sirius Group and Sirius Acquisitions Holding Company III, a wholly owned subsidiary of Sirius Group (“Merger Sub”), which, among other things, provided for the merger of Merger Sub with and into the Company (the “Merger” and, together with the other transactions described therein, the “Transaction”).  In connection with the consummation of the Transaction, the Company became a wholly owned subsidiary of Sirius Group and its name was changed to Sirius Acquisitions Holding Company III. The following agreements were entered into among the various parties to the Transaction:

Sponsor Letter

In connection with the Transaction, the Company entered into the letter agreement, dated as of June 23, 2018 (as amended by the Amendment, the “Sponsor Letter”), with Easterly Acquisition Sponsor, LLC (the “Sponsor”), Sirius Group and CM Bermuda Ltd. (“CM Bermuda”), pursuant to which, at the closing of the Merger, the Sponsor surrendered and the Company cancelled for no consideration 3,375,677 shares of the Company’s common stock and the 6,750,000 private placement warrants that were acquired by the Sponsor in a private placement concurrent with the closing of the Company’s initial public offering.  The Sponsor also agreed to pay or reimburse all liabilities and obligations of the Company due and owing or incurred at or prior to the closing of the Merger to the extent not repaid by the Company using unrestricted cash and up to $2,000,000 from the Trust Account, except for the $7,000,000 deferred underwriting fee, which amounts were paid using cash released from the Trust Account.

The foregoing description of the Sponsor Letter and the Amendment is qualified in its entirety by reference to the full text of the Sponsor Letter and the Amendment, copies of which are filed as Exhibit A to Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.01.  Completion of Acquisition or Disposition of Assets.

On November 5, 2018, the Transaction was completed pursuant to the terms of the Merger Agreement and Merger Sub merged with and into Company.  Pursuant to the terms of the Merger Agreement, at the effective time of the Merger the holders of shares of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger (other than any redeemed shares) received 0.609 of a Sirius Group common share in exchange for each share of the Company’s common stock held by them.  As a result of the Transaction, the Company became a wholly-owned subsidiary of Sirius Group.

As a result of the Transaction, each of the Company’s outstanding warrants issued in the Company’s initial public offering ceased to represent a right to acquire shares of the Company’s common stock and instead represent the right to acquire 0.609 of a Sirius Group common share on the same terms as in effect immediately prior to the closing of the Transaction, except that the exercise price for each Sirius Group common share is equal to $18.88.

Immediately following the consummation of the Transaction, the issued and outstanding share capital of Sirius Group consisted of 115,125,225 Sirius Group common shares.  The Sirius Group common shares commenced trading on The Nasdaq Global Select Market under the ticker symbol “SG” on November 6, 2018.  Sirius Group has applied to list its public warrants on the OTCQX International market under the symbol “SGRPW”.

The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement and the Amendment, copies of which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Material Modification to Rights of Security Holders.

On November 5, 2018, in connection with the consummation of the Transaction, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had become effective and requested that Nasdaq file Notifications of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Forms 25 to

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notify the Securities and Exchange Commission (the “SEC”) that the Company’s common stock, warrants and units were to be delisted and deregistered under Section 12(b) of the Exchange Act.  As a result of the Merger having become effective, Nasdaq determined to permanently suspend trading of the Company’s common stock, warrants and units prior to the opening of trading on November 6, 2018. The deregistration will become effective 10 days from the filing of the Forms 25, which occurred on November 5, 2018.  The Company intends to file a Form 15 with the SEC in order to complete the deregistration of the Company’s securities under the Exchange Act.

Item 3.03.  Material Modifications to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.01.   Changes in Control of Registrant.

To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Transaction, each of Darrell Crate, Avshalom Kalichstein, David Knowlton, Neil Medugno and Justin Tuck ceased to be a director of the Company.  Pursuant to the terms of the Merger Agreement, as a result of the Merger having become effective, Allan L. Waters, Kernan V. Oberting and Monica Cramér Manhem, the directors of Merger Sub, became the directors of the Company.

Also, in connection with consummation of the Merger, the following officers of the Company ceased to be officers of the Company: Avshalom Kalichstein, Chief Executive Officer, and Daniel Shea, Chief Financial Officer and Secretary.  Pursuant to the terms of the Merger Agreement, as a result of the Merger having become effective, Messrs. Ralph A. Salamone, President, Edward J. Park, Treasurer and Group Tax Director, and Robert Kuehn, Secretary, the officers of Merger Sub, became the officers of the Company in the same positions as they held previously.

Item 5.03.  Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Transaction, at the effective time of the Merger and by virtue of the filing of the Certificate of Merger, the amended and restated certificate of incorporation of the Company was amended and restated to, among other things, change the name of the surviving corporation to “Sirius Acquisitions Holding Company III”, and the Company’s bylaws were amended and restated.  The certificate of incorporation and bylaws of the surviving corporation are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01.  Regulation FD Disclosure.

On November 5, 2018, Sirius Group issued a press release announcing the closing of the Transaction.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

The foregoing, Exhibit 99.1, and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibits
2.1+	Agreement and Plan of Merger, dated as of June 23, 2018, by and among Sirius International Insurance Group, Ltd., Easterly Acquisition Corp. and Sirius Acquisitions Holding Company III (incorporated by reference to Exhibit 2.1 filed with the Current Report on Form 8-K filed by the Company on June 25, 2018)
2.2	First Amendment to the Agreement and Plan of Merger and Sponsor Letter, dated as of August 29, 2018, by and among Sirius International Insurance Group, Ltd., Easterly Acquisition Corp., Sirius Acquisitions Holding Company III, CM Bermuda Ltd. and Easterly Acquisition Sponsor, LLC (incorporated by reference to Exhibit 2.1 filed with the Current Report on Form 8-K/A filed by the Company on September 25, 2018)
3.1	Certificate of Incorporation of Sirius Acquisitions Holding Company III
3.2	Bylaws of Sirius Acquisitions Holding Company III
99.1	Press Release, dated November 5, 2018.

+The exhibits and schedules to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Sirius Acquisitions Holding Company III
Date: November 7, 2018	By:	/s/ Allan L. Waters
	Name:	Allan L. Waters
	Title:	Chief Executive Officer

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EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

Sirius Acquisitions Holding Company III

1.The name of the corporation is:  Sirius Acquisitions Holding Company III

2.The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.  The name of its registered agent at such address is: The Corporation Trust Company.

3.The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.The aggregate number of shares of all classes of stock that the Corporation shall have authority to issue is 1,000 shares of Common Stock having the par value of $1.00 per share.

5.The name and mailing address of each incorporator is as follow:

NAME	MAILING ADDRESS
Linda S. Lieberman	Sirius Global Services LLC
	140 Broadway, 32nd Floor
	New York, NY 10005

The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME	MAILING ADDRESS
Allan L. Waters	Sirius International Insurance Group, Ltd.
	80 South Main Street
	Hanover, NH 03755
Kernan V. Oberting	Sirius International Insurance Group, Ltd.
	80 South Main Street
	Hanover, NH 03755
Monica Cramér Manhem	Sirius International Insurance Corp
	Birger Jarlsgatan, 57B, SE 11396
	Stockholm, Sweden

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

To designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation.

When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

8.Elections of directors need not be by written ballot unless the by-laws of the corporation shall provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide.  The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any

receiver or receivers appointed for this corporation under the provisions of Section 291 of the General Corporation Law of Delaware or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of the General Corporation Law of Delaware order a meeting of the creditors or class of creditors, and /or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

9.The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10.A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived any improper personal benefit.  No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 19th day of June, 2018.

/s/ Linda S. Lieberman

Incorporator

EX-3.2

Exhibit 3.2

BY-LAWS

OF

SIRIUS ACQUISITIONS HOLDING COMPANY III

ARTICLE I

OFFICES

1.1.Registered Office.  The registered office shall be established and maintained at 1209 Orange Street, Wilmington, New Castle County, Delaware and Corporation Trust Center shall be the registered agent of the Corporation in charge thereof.

1.2.Other Offices.  The Corporation may have other offices, either within or outside the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the Corporation may require, provided, however, that the Corporation’s books and records shall be maintained at such place within the continental United States as the Board of Directors shall from time to time designate

ARTICLE II

STOCKHOLDERS

2.1.Place of Stockholders’ Meetings.  All meetings of the stockholders of the Corporation shall be held at such place or places, within or outside the State of Delaware as may be fixed by the Board of Directors from time to time or as shall be specified in the respective notices thereof.  The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any designated place, but may instead be held solely by means of remote communication.  Stockholders not physically present at a meeting of stockholders may, by means of remote communication participate in a meeting of the stockholders and be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely be means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

2.2.Date and Hour of Annual Meetings of Stockholders.  The annual meeting of the stockholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be fixed by the Board of Directors (hereinafter called the Board) and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the Delaware General Corporation Law to be taken at a stockholders annual meeting are taken by written consent in lieu of meeting pursuant to Section 2.5 of this Article.

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If there be a failure to hold the annual meeting or to take action by written consent to elect Directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the organization of the Corporation, its last annual meeting or the last action by written consent to elect Directors in lieu of an annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or Director.

2.3.Purpose of Annual Meetings.  At each annual meeting, the stockholders shall elect the members of the Board of Directors for the succeeding year.  At any such annual meeting any further proper business may be transacted.

2.4.Special Meetings of Stockholders.  Special meetings of the stockholders or of any class or series thereof entitled to vote may be called by the Board, the President or by the Chairman of the Board of Directors, or at the request in writing by stockholders of record owning at least fifty (50%) percent of the issued and outstanding voting shares of common stock of the Corporation.

2.5.Stockholders’ Consent in Lieu of Meeting.  Any action required by the laws of the State of Delaware to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the stockholders.

2.6.Notice of Meetings of Stockholders.  Except as otherwise expressly required or permitted by law, not less than ten days nor more than sixty days before the date of every stockholders’ meeting the Secretary shall give to each stockholder of record entitled to vote at such meeting, written notice, served personally by mail or by telegram, stating the following:  the place, date and hour of the meeting.  Any notice to stockholders shall be effective if given by a form of electronic transmission consented to by the stockholder to whom notice is to be given.

2.7.Quorum of Stockholders.  Unless otherwise provided by the Certificate of Incorporation or by the law, at any meeting of the stockholders, the presence in person of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum. The withdrawal of any stockholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

2.8.Action by Consent Without Meeting.  Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at an annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled  to vote thereon were present and voted.   An electronic transmission consenting to an action to be taken and transmitted by a stockholder signed and dated for the purposes of this section provided that such electronic transmission sets forth information from which the Corporation can determine that the electronic transmission was transmitted by the stockholder.

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ARTICLE III

BOARD OF DIRECTORS

3.1.General Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by stockholders.

3.2.Number and Term of Office.  The number of directors which shall constitute the whole Board shall be fixed from time to time by a vote of a majority of the Whole Board.  The term “Whole Board” is used herein to refer to the number of directors from time to time authorized to be on the Board regardless of the number of directors then in office.  Directors need not be stockholders.  Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided.

3.3Resignation, Removal and Vacancies.  Any director may resign at any time by giving written notice of his resignation to the Board, the Chairman of the Board, the President or the Secretary of the Corporation.  Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Any director or the entire Board may be removed, with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors or by written consent of the stockholders pursuant to Section 1.03 of Article I hereof.

Vacancies in the Board and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

3.4.Meeting.  (a)  Annual Meeting.  As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 2.05 of this Article.

(b)Other Meetings.  Other meetings of the Board shall be held at such times and places as the Board, the Chairman of the Board or the President shall from time to time determine.

(c)Notice of Meetings.  The Secretary shall give notice to each director of each meeting, including the time, place and purpose of such meeting.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting.  A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice.

(d)Place of Meetings.   The Board may hold its meetings at such place or places within or without the State of Delaware as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof.

(e)Quorum and Manner of Acting.  One-third of the total number of directors then

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in office (but not less than two) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these By-Laws.  In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present.

(f)Organization.  At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

(i)the Chairman of the Board;

(ii)the President;

(iii)any director chosen by a majority of the directors present.

3.5.Directors’ Consent in Lieu of Meeting.  Action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of or the proceedings of the Board or committee.

3.6.Action by Means of Conference Telephone or Similar Communications Equipment.  Any one or more members of the Board, or any committee designated by the Board, may participated in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

ARTICLE IV

COMMITTEES OF THE BOARD

4.1.Appointment of Executive Committee.The Board may from time to time by resolution passed by a majority of the whole Board designate from its members an Executive Committee to serve at the pleasure of the Board.  The Chairman of the Executive Committee shall be designated by the Board.  The Board may designate one or more directors as alternate members of the Executive Committee, who may replace any absent or disqualified member or members at any meeting of the Executive Committee.  The Board shall have power at any time to change the membership of the Executive Committee, to fill all vacancies in it and to discharge it, either with or without cause.

4.2.Procedures of Executive Committee.  The Executive Committee, by a vote of a majority of its members, shall fix by whom its meetings may be called and the manner of calling and holding its meetings, shall determine the number of its members requisite to constitute a quorum for the transaction of business and shall prescribe its own rules of procedure, no change in which shall be made except by a majority vote of its members or by the Board.

4.3.Powers of Executive Committee.  During the intervals between the meetings of the Board, unless otherwise determined from time to time, by a resolution passed by the whole Board, the Executive Committee shall possess and may exercise all the powers and authority of the Board in the management and direction of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it, except that the Executive Committee shall not have power or authority in reference to:

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(a)amending the Certificate of Incorporation;

(b)adopting an agreement of merger or consolidation;

(c)recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

(d)recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution;

(e)submitting to stockholders any action which pursuant to the Delaware General Corporation Law requires stockholders approval;

(f)filling vacancies in the Board or in any committee or fixing compensation of members of the Board for serving on the Board or on any committee;

(g)amending or repealing the By-Laws;

(h)declaring a dividend or authorizing the issuance or stock; or

(i)amending or repealing any resolution of the Board which by its terms is not so amendable or repealable.

4.4.Reports of Executive Committee.  The Executive Committee shall keep regular minutes of its proceedings, and all action by the Executive Committee shall be reported promptly to the Board, provided that no rights of third parties shall be affected by such review.

4.5.Other Committees.  The Board, by resolution adopted by a majority of the whole Board, may designate from among its members or more other committees, each of which shall have such authority of the Board as may be specified in the resolution of the Board designating such committee; provided, however, that any such committee so designated shall not have any powers not allowed to the Executive Committee sunder Section 4.3 of this Article III.  The Board shall have power at any time to change the members of any such committee, designate alternate members of any such committee and fill vacancies therein; and any such committee shall serve at the pleasure of the Board.

ARTICLE V

OFFICERS

5.1.Executive Officers.   The executive officers of the Corporation shall be a President, a Secretary and a Treasurer and may include a Chairman of the Board, one or more Vice Presidents and one or more Assistant Secretaries or Assistant Treasurers.  Any two or more Offices may be held by the same person.

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5.2.Authority and Duties.  All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-Laws or, to the extent not so provided, by the Board.

5.3.Term of Office, Resignation and Removal.  All officers shall be elected or appointed by the Board and shall hold office for such term as may be prescribed by the Board.  The Chairman of the Board, if any, and the President shall be elected or appointed from among the members of the Board.  Each officer shall hold office until his successor has been elected or appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided.  The Board may require any officer to give security for the faithful performance of his duties.

Any officer may resign at any time by giving written notice to the President or the Secretary of the Corporation, and such resignation shall take effect at the time specified therein or, of the time when it shall become effective is not specified therein, at the time it is accepted by action of the Board.  Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective.

All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board or by the stockholders of the Corporation with or without cause.

5.4.Vacancies.  If an office becomes vacant for any reason, the Board shall fill such vacancy.  Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of this predecessor shall have expired unless reelected or reappointed by the Board.

5.5Chairman of the Board.  If there shall be a  Chairman of the Board, he shall preside at meetings of the Board and of the stockholders at which he is present, and shall give counsel and advice to the Board and the officers of the Corporation on all subjects touching the welfare of the Corporation and the conduct of its business.  He shall perform such other duties as the Board may from time to time determine.  Except as otherwise provided by resolution of the Board he shall be ex officio a member of all committees of the Board.

5.6.The President.  The President shall be the principal executive Officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control all the business and affairs of the Corporation.  He shall, when present, preside at all meetings of the stockholders and of the Board of Directors.  He shall see that all orders and resolutions of the Board of Directors are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

5.7.Vice Presidents.  The Vice President or, if there be more than one, the Vice Presidents in the order of seniority or in any other order determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board or the President shall prescribe.

5.8.The Secretary.  The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the stockholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the

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stockholders and of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision he shall perform such duties.  He shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his signature or the signature of the Treasurer or an Assistant Secretary or Assistant Treasurer.  He shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct and shall perform all other duties as from time to time may be assigned to him by the Chairman of the Board, the President or the Board.

5.9.Assistant Secretaries.  The Assistant Secretaries, if any, in order of their seniority or in any other order determined by the Board shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board or the Secretary shall prescribe.

5.10.The Treasurer.  The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects to the name and to the credit of the Corporation in such depositories as may be designated by the Board.  The Treasurer shall disburse the funds of the Corp[oration as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation; and, in general, perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him by the President or the Board.

5.11.Assistant Treasurers.  The Assistant Treasurers, if any, in the order of their seniority or in any other order determined by the Board, shall in the absence or disability of the Treasurer perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board or the Treasurer shall prescribe.

ARTICLE VI

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, etc.

6.1.Execution of Documents.  The Board shall designate the officers, employees and agents of the Corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation, and may authorize such officers, employees and agents to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation; and, unless so designated or expressly authorized by these By-Laws, no officer or agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or to any amount.

6.2.Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board or Treasurer or any other officer of the Corporation to who power in this respect shall have been given by the Board shall select.

6.3.Proxies In Respect of Stock or Other Securities of Other Corporations.  The Board shall designate the officers of the Corporation who shall have authority from time to time

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to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities; such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights; an such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instrument as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights.

ARTICLE VII

SHARES AND THEIR TRANSFER; FIXING RECORD DATE

7.1.Certificates for Shares.  Every owner of stock of the Corporation shall be entitled to have a certificate certifying the number and class of shares owned by him in the Corporation, which shall otherwise be in such form as shall be prescribed by the Board. Certificates of each class shall be issued in consecutive order and shall be numbered in the order of their issue., and shall be signed by, or in the name of, the Corporation by the Chairman of the Board, the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.

7.2.Records.  A record (herein called the stock record) in one or more counterparts shall be kept  in the name of the person, firm or corporation owning the shares represented by each certificate for stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3.Registration of Stock.   Registration of transfers of shares of the Corporation shall be made only on the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed.

7.4.Addresses of Stockholders.  Each stockholder shall designate to the Secretary of the Corporation an address at which notices of meetings and all other corporate notices may be served or mailed to him, and, if any stockholder shall fail to designate such address, corporate notices may be served upon him by mail directed to him at his post office address, if any, as the same appears on the share record books of the Corporation or at his known post office address.

7.5.Lost, Destroyed and Mutilated Certificates.  The Board or a committee designated thereby with power so to act may, in its discretion, cause to be issued a new certificate or certificate for stock of the Corporation in place of any certificate issued by it and reported to have been lost, destroyed or mutilated, upon the surrender of the mutilated certificates or, in the case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction, and the Board or such committee may, in its discretion, require the owner of the lost or destroyed certificate or his legal representative to give the Corporation a bond in such sum and with such surety or sureties as it may direct to indemnify the Corporation against any claim that may be made against on account of the alleged loss or destruction of any such certificate.

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7.6.Regulations.  The Board may make such rules and regulations as it may deem expedient, not inconsistent with these By-Laws, concerning the issue, transfer and registration of certificates for stock of the Corporation.

7.7.Fixing Date for Determination of Stockholders of Record.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 50 nor less than 10 days before the date of such meeting, nor more than 50 days prior to any other action. A determination of stockholders entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE VIII

SECURITIES HELD BY THE CORPORATION

8.1.Voting.  Unless the Board of Directors shall otherwise order, the President, the Secretary or the Treasurer shall have full power and authority, on behalf of the Corporation, to attend, act and vote at any meeting of the stockholders of any corporation in which the Corporation may hold stock, and at such meeting to exercise any or all rights and powers incident to the ownership of such stock, and to execute on behalf of the Corporation a proxy or proxies empowering another or others to act as aforesaid.  The Board of Directors from time to time may confer like powers upon any other person or persons.

8.2.General Authorization to Transfer Securities Held by the Corporation.  (a) Any of the following Officers, to wit:  the President and the Treasurer shall be, and they hereby are, authorized  and empowered to transfer, convert, endorse, sell, assign, set over, and deliver any and all shares of stock, bonds, debentures, nots, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Corporation, and to make, execute and deliver, under the seal of the Corporation, any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred.

(b)Whenever there shall be annexed to any instrument of assignment and transfer executed pursuant to and in accordance with the foregoing paragraph (a) a certificate of the Secretary of the Corporation in office at the date of such certificate setting forth the provisions of this Section 8.2 and stating that they are in full force and effect and setting forth the names of persons who are the Officers of the Corporation, then all persons whom such instrument and annexed certificate shall thereafter come, shall be entitled, without further inquiry or investigation and regardless of the date of such certificate, to assume and to act in reliance upon the assumption that the shares of stock or other securities named in such instrument were theretofore duly and properly transferred, endorsed, sold, assigned, set over and delivered by the Corporation, and that with respect to such securities the authority of these provisions of the by-laws and of such Officers is still in full force and effect.

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ARTICLE IX

MISCELLANEOUS

9.1.Signatories.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.

9.2.Seal.The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the full name of the Corporation and the words and figures “Corporate Seal Delaware 2017”.

9.3.Waiver of Notice.  Whenever any notice whatever is required to be given by these By-Laws or the Certificate of Incorporation of the Corporation or the laws of the State of Delaware, the Person entitled thereto may, in person or by attorney thereunto authorized, in writing or by telegraph, cable or other form or recorded communication, waive such notice, whether before or after the meeting or other matter in respect of which such notice is given, and in such event such notice need not be given to such person and such waiver shall be deemed equivalent to such notice.

9.4.Indemnity.   The Corporation shall indemnify its Directors, Officers and employees to the fullest extent allowed by law, provided, however, that it shall be within the discretion of the Board of Directors whether to advance any funds in advance of dispositions of any action, suit or proceeding, and provided further that nothing in this section 9.4 shall be deemed to obviate the necessity of the Board of Directors to make any determination that indemnification of the Director, Officer or employee is proper under the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145 of the Delaware General Corporations Law.

9.5.Insurance for Indemnification.  The corporation may purchase and maintain insurance for the indemnification of the Corporation and the directors, officers, employees and agents of the Corporation to the full extent and in the matter permitted by the applicable laws of the United States of Delaware from time to time in effect.

9.6.Fiscal Year.  Except as from time to time otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on the 31st day of December in each year.

9.7Amendments to By-Laws.  Any By-Law (including these By-Laws) may be adopted, amended or repealed by the Board in any manner inconsistent with the laws of the State of Delaware or the Certificate of the Incorporation.

ADOPTED this 19th day of June 2018

Secretary

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EX-99.1

Exhibit 99.1

SIRIUS GROUP BECOMES PUBLIC COMPANY VIA BUSINESS COMBINATION WITH EASTERLY ACQUISITION CORP.; COMPLETES PRIVATE PLACEMENT; ANNOUNCES NEW MAJORITY-INDEPENDENT BOARD OF DIRECTORS

— Sirius Group is a global, multi-line insurance and reinsurance group founded in 1945 with over 1,800 clients in over 140 countries—

Hamilton, Bermuda and New York, NY — November 5, 2018 — Sirius International Insurance Group, Ltd. (“Sirius Group”), a global multi-line insurance and reinsurance group, announced that it has closed the previously announced business combination with Easterly Acquisition Corp. (“Easterly”), pursuant to which a wholly owned subsidiary of Sirius Group merged with and into Easterly, and Easterly became a wholly owned subsidiary of Sirius Group (the “Merger”).  Pursuant to the Merger, shares of Easterly’s common stock were exchanged for Sirius Group’s common shares at a value equal to 1.05x Sirius Group’s adjusted diluted GAAP book value per share as of September 30, 2018 (the “Merger Price”), and public warrants issued by Easterly to acquire shares of Easterly common stock were converted into warrants issued by Sirius Group to acquire Sirius Group common shares.  Each share of Easterly common stock was exchanged for 0.609 of a Sirius Group common share.  Sirius Group’s common shares will be traded on the Nasdaq Global Select Market under the symbol “SG” beginning on November 6, 2018.  Sirius Group has applied to list its public warrants on the OTCQX International market.

In connection with the Merger, affiliated funds of Gallatin Point Capital, The Carlyle Group, Centerbridge Partners, L.P. and Bain Capital Credit purchased $205 million of Series B preference shares and $8 million of common shares of Sirius Group at the Merger Price.  These investors received warrants valued at $10 million in the aggregate that are exercisable for a period of five years after the issue date at a strike price equal to 125% of the Merger Price.  In addition, employees and “friends and family” of Sirius Group purchased $16 million of Sirius Group common shares at the Merger Price.

Sirius Group also announced that it reconstituted its board of directors as of the closing of the Merger.  In addition to its existing independent directors, Meyer (Sandy) Frucher, Vice Chairman of Nasdaq, Inc.; and Robert (Rob) L. Friedman, a private investor and former Chief Investment Officer of the Mutual Series group of funds, Alain Karaoglan, former Chief Operating Officer of Voya Financial, Inc.; Rachelle Keller, a former Managing Director of Citibank, NA; and James (Jim) Rogers, an international investor, author and financial commentator, have joined Sirius Group’s board.  These independent directors will serve alongside Allan L. Waters, Chairman and CEO of Sirius Group; and Feng (Laurence) Liao, CEO of CMIG International Holding Pte. Ltd., Sirius Group’s principal equity holder following the Merger.  Effective as of the closing of the Merger, Sirius Group’s board of directors is comprised of a majority of independent directors in accordance with Nasdaq listing standards and each of the audit & risk management, compensation and nominating & governance committees are comprised entirely of independent directors.

“This is a watershed day for Sirius Group” said Allan Waters, CEO and Chairman.  “A public listing, increased shareholder diversification led by four globally recognized investment firms, and a strong, independent board will benefit all stakeholders and add fuel to our future growth.”

Sirius Group was represented by Sidley Austin LLP and Easterly was represented by Hogan Lovells US LLP.  Citigroup Global Markets Inc. acted as financial advisor to Sirius Group.

About Sirius Group

Sirius Group is a Bermuda-based holding company with (re)insurance operating companies in Bermuda, Stockholm, New York and London.  Established in 1945, Sirius Group, utilizing its unique global branch network, provides multi-line insurance and reinsurance in over 140 countries.  Sirius Group wrote gross written premiums of $1.4 billion in 2017 utilizing disciplined and professional underwriting, superior risk evaluation and best-in-class pricing technology.  Sirius Group’s subsidiaries provide multi-line (re)insurance capacity, including lead capacity for property, accident & health and other exposures.  Additional information is available at Sirius Group’s website, located at www.siriusgroup.com.

About Easterly LLC

Easterly LLC is a private asset management holding company that has interests in boutique investment management firms.  Easterly’s core expertise is in acting as a principal to grow business platforms.  Easterly enhances businesses as a partner through capital formation, corporate development, and strategic implementation activities.  Easterly’s principals have a proven track record of delivering outperformance to both public and private investors across a variety of sectors.  For more information about Easterly, please visit Easterly’s website at www.easterlycapital.com.

About Easterly Acquisition Corp.

Easterly Acquisition Corp. is a Special Purpose Acquisition Company sponsored by Easterly Acquisition Sponsor, LLC, an affiliate of Easterly LLC, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets.  Easterly Acquisition Corp. completed its initial public offering in August 2015, raising $200 million in cash proceeds.  Easterly Acquisition Corp.’s officers and certain of its directors are affiliated with Easterly LLC.  For more information about Easterly Acquisition Corp., please visit its website at www.easterlyacquisition.com.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934, including statements about the growth prospects of Sirius Group. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “target,” “continue,” “could,” “may,” “might,” “will,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the management of Sirius Group and are inherently subject to uncertainties and changes in circumstance and their potential effects and speak only as of the date of this communication. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, Sirius Group’s exposure to unpredictable catastrophic and casualty events and unexpected accumulations of attritional losses; increased competition from existing insurers and reinsurers and from alternative capital providers, such as insurance-linked funds and collateralized special purpose insurers; decreased demand for Sirius Group’s insurance or reinsurance products, consolidation and cyclical changes in the insurance and reinsurance industry; the inherent uncertainty of estimating loss and loss adjustment expenses reserves, including asbestos and environmental reserves, and the possibility that such reserves may be inadequate to cover Sirius Group’s ultimate liability for losses; a decline in Sirius Group’s operating subsidiaries’ ratings with rating agencies; the limited liquidity and trading of Sirius Group’s securities following the Merger; the ability to recognize the anticipated benefits of the Merger; costs related to the Merger and Sirius Group’s status as a publicly traded company; and other factors identified in Sirius Group’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission.  Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Sirius Group prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Except to the extent required by applicable law or regulation, Sirius Group undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this communication.

Contact:

Michael Papamichael

Investor Relations

(212) 312-0219