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I NVESTOR P RESENTATION July 2018 Filed by Sirius International Insurance Group, Ltd. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a - 12 under the Securities Exchange Act of 1934, as amended Filer: Sirius International Insurance Group, Ltd. Subject Company: Easterly Acquisition Corp. (SEC File No. 001 - 37522)

 

 

2 DISCLAIMER IMPORTANT INFORMATION This presentation is for informational purposes only and has been prepared to assist interested parties in making their own e val uation with respect to the proposed business combination (the “Proposed Transaction”) between Easterly Acquisition Corp. (“Ea ste rly”) and Sirius International Insurance Group, Ltd. (“Sirius Group” or the “Company”). The information contained in this presenta tio n does not purport to be all inclusive. The data contained herein is derived from various internal and external sources. Th e i nformation contained in this presentation is not, and should not be assumed to be, complete and does not present all the information tha t i nvestors may require or desire in considering the Proposed Transaction. It is not intended to form the basis of any investme nt decision or any other decision in respect of the Proposed Transaction. Any data on past performance or modeling contained in this pre sen tation is no indication as to future performance. Neither Easterly nor Sirius Group assume any obligation to update the info rma tion in this presentation. No securities commission or securities regulatory authority or other authority in the United States or any other jurisdiction ha s in any way passed upon the merits of the Proposed Transaction or the accuracy or adequacy of this presentation. NO OFFER OR SOLICITATION This presentation is neither an offer to sell, nor the solicitation of an offer to sell any securities, nor is it a solicitat ion of any vote, consent, or approval in any jurisdiction pursuant to or in connection with the Proposed Transaction or otherwise , nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offering of securities s hal l be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, o r i n a transaction exempt from the registration requirements of that Act. ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication relates to the Proposed Transaction and may be deemed to be solicitation material in respect of the Propos ed Transaction. In connection with the Proposed Transaction, Sirius Group intends to file with the SEC a Registration Statement on Form S - 4 that will include a proxy statement of Easterly that also includes a prospectus of Sirius Group. After the Registratio n Statement on Form S - 4 is declared effective, Easterly will mail a proxy statement/prospectus to its stockholders in connection with Easterly’s solicitation of proxies for the special meeting of Easterly stockholders to be held to approve the Proposed Transa cti on and related transactions. This presentation does not contain all the information that should be considered concerning the Pro posed Transaction, including relevant risk factors that will be included in the proxy statement/prospectus. It is not intended to p rov ide the basis for any investment decision or any other decision in respect to the Proposed Transaction. Easterly stockholders an d other interested persons are advised to read the proxy statement/prospectus (including any documents incorporated by reference ther ein ) when available, as these materials will contain important information about Sirius Group, Easterly, and the Proposed Transa cti on. Investors and stockholders can obtain free copies of the proxy statement/prospectus and other documents ;led with the SEC by Eas terly or Sirius Group through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the proxy statement/prospectus when available from Easterly by accessing Easterly’s website at www.east erl yacquisition.com. CERTAIN INFORMATION This presentation includes information based on independent industry publications and other sources. Although we believe that th e data presented is reliable, we have not independently veri ;ed such information. You should not construe the contents of thi s presentation as legal, accounting, business or tax advice and you should consult your own professional advisors as to the leg al, accounting, business, tax, financial or other matters contained herein. None of Easterly, Sirius Group, nor any of their resp ec tive affiliates, directors, officers, management, employees, representatives and advisors makes any representation or warranty, ex pre ss or implied, as to the accuracy or completeness of any of the information contained herein, or any other information (wheth er communicated in written or oral form) transmitted or made available to you. PARTICIPANTS IN SOLICITATION Easterly and Sirius Group, and their respective directors and executive of ;cers, may be deemed participants in the solicitati on of proxies of Easterly stockholders in respect of the Proposed Transaction. Information about the directors and executive of ;ce rs of Easterly and Sirius Group and more detailed information regarding the identity of all potential participants, and their direc t a nd indirect interests, by security holdings or otherwise, will be set forth in Sirius Group’s Registration Statement on Form S - 4 that will include a proxy statement of Easterly. Investors may obtain additional information about the interests of such participants b y r eading such proxy statement/prospectus. FORWARD - LOOKING STATEMENTS This presentation contains “forward - looking statements”. Forward - looking statements may relate to the Proposed Transaction and any other statements relating to future results, strategy and plans of Easterly and Sirius Group (including certain projectio ns and business trends, and statements which may be identi ;ed by the use of the words “plans,” “expects” or “does not expect,” “esti mat ed,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” or “b eli eves,” or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “proj ect s”, “will” or “will be taken”, “occur” or “be achieved”). Forward - looking statements are based on the opinions and estimates of management of Easterly or Sirius Group, as the case may be, as of the date such statements are made, and they are subject to known and u nkn own risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward - looking statements. For Sirius Group, t hese risks and uncertainties include, but are not limited to, its revenues and operating performance, general economic condit ion s, industry trends, legislation or regulatory requirements affecting the businesses in which it is engaged, management of growth , a mount of redemptions, its business strategy and plans, the sufficiency of Sirius Group’s asbestos and other reserves, the imp act of emerging claims issues as well as other insurance and non - insurance litigation, the cost and availability of reinsurance coverag e, catastrophe losses, ;uctuations in insurance and reinsurance pricing, investigations or enforcement actions by governmenta l authorities, the result of future ;nancing efforts and its dependence on key personnel. For Easterly, risks include, but are no t limited to, the risk of significant redemptions by Easterly’s stockholders, the inability to retain key personnel and the i nab ility to obtain stockholder and regulatory approvals and to the inability to successfully close the transaction. Additional information on th ese and other risks that may cause actual results and performance to differ materially is included in Easterly’s periodic reports ; led with the SEC, including but not limited to Easterly’s Form 10 - K for the year ended December 31, 2017 and subsequent Forms 10 - Q, and, when available, the proxy statement/prospectus. Readers are cautioned not to place undue reliance upon any forward - looking statements, which speak only as of the date made. Neither Easterly nor Sirius Group undertakes any obligation to update or re vis e the forward - looking statements, whether as a result of new information, future events or otherwise, except as required by law. PROJECTIONS Any estimates, forecasts or projections set forth in this presentation have been prepared by Sirius Group and/or Easterly man age ment in good faith on a basis believed to be reasonable. Such estimates, forecasts and projections involve signi ;cant element s o f subjective judgment and analysis as well as risks (many of which are beyond our control). As such, no representation can be m ade as to the attainability of our forecasts and projections. Investors are cautioned that such estimates, forecasts or projectio ns have not been audited and have not been prepared in conformance with generally accepted accounting principles. For a listing of ri sks and other factors that could impact our ability to attain our projected results, please see “Forward - Looking Statements” above. Please refer to slides 48 and 49 for key assumptions underlying projections. USE OF NON - GAAP FINANCIAL MEASURES This communication includes non - GAAP ;nancial measures. De ;nitions of these non - GAAP ;nancial measures and reconciliations of th ese non - GAAP ;nancial measures to the most directly comparable GAAP ;nancial measures are included elsewhere in this communication.

 

 

3 T ABLE OF C ONTENTS Introduction to Sirius Group 4 Transaction Overview and Timing 27 Consolidated Financial Overview 20 Appendix 30

 

 

I NTRODUCTION TO S IRIUS G ROUP

 

 

5 ; Sirius Group CFO since 2016 ; CFO of Montpelier Re (2004 - 2008) ; First joined WTM in M&A role in 1995 Kip Oberting Chief Financial Officer ; Sirius Group CEO since 2007, Chairman since sale to CMI Group ; Returned $2.6bn capital to White Mountains under prior ownership ; Notable transactions include $3.3bn sale of FF Insurance; $1.9bn acquisition of OneBeacon Allan Waters Chairman and Chief Executive Officer I NTRODUCTION TO P RESENTERS ; Managing Principal of Easterly LLC ; Over $50bn of executed transaction value in financial services Avshalom Kalichstein Chief Executive Officer and Director ; Sirius International (Stockholm) CEO since 2014 ; Chairperson of Sirius Bermuda since 2016 ; First joined Sirius Group in 1985 Monica Cramér Manhem Chief Executive Officer, Sirius International

 

 

6 I NVESTMENT H IGHLIGHTS European, U.S., A&H, and diversifying suite of insurance and reinsurance businesses, consistently delivering average 5% combined ratio outperformance relative to industry Unique Underwriting Franchise Decades of market leadership and performance includes sticky relationships with Managing General Underwriters (MGUs) that are profit - aligned with Sirius Group; recent acquisitions position for growth Best - in - Class A&H Platform Track record of strong public company shareholder returns: proactive, owner - oriented capital management; profit - oriented underwriting culture; accretive M&A execution Proven Leadership Sirius Group is scaling up, expecting 24% earnings CAGR from 2018E – 2020E Heavy Specialty Growth Focus

 

 

7 F OUNDATION FOR O UTPERFORMANCE AND G ROWTH ; Track record of shareholder value creation – Sirius Group generated over 15% (1) annualized return to White Mountains from 2009 until 1Q16 ; Tens of billions of dollars of transactional experience in building businesses: strategic investments, pioneering sidecar and runoff transactions, divestitures, and JV’s Sirius Group punches above its weight and is positioned to scale up and grow profitably ; World - class underwriting team with proven results – Property franchise – A&H franchise ; Disciplined and opportunistic growth Superior Underwriting Franchise Global Toolkit European Paper U.S. Admitted and Non - Admitted Paper Bermudian Paper Lloyd’s Paper (1) Includes impact of WTM sale to CMIG; Operating return without impact is 13%. Proven Strategic Execution

 

 

8 D IFFERENTIATED B USINESS P ROFILE Sirius Group is favorably positioned across complementary business segments Sirius Group Reporting Segments • Market leading, diversified, global portfolio written in over 100 countries • Sticky customer relationships built over several decades • Book is protected through 14 proportional retrocession treaties targeted to selected geographies • World class (re)insurance capabilities including 2 acquired MGUs, with a track record of consistent outperformance • Wide range of specialty products with long - term partners, high persistency and outsized growth prospects • Several complementary lines including: Aviation & Space, Trade Credit, Contingency, and Marine • Contains primary growth lines: Primary Surety & Environmental and Casualty & Long - Term Life Reinsurance • Evaluating opportunistic life reinsurance blocks sized $100mm+ Specialty & Casualty Global Property Global A&H Run - Off & Other (Sirius Global Solutions) Gross Premiums Written Composite Result And Related Net Fee Income (1) • Dedicated team with proven results acquiring and managing legacy liabilities • Complements Sirius Group’s core, shorter - tailed businesses (1) Net Premiums Earned and MGU net fee income less allocated loss and loss adjustment expenses and insurance acquisitions ex pen ses. 2018E: $1.9bn 2018E: ~$350mm Global Property 55% Global A&H 27% Specialty & Casualty 17% Run - Off & Other 1% Global Property 54% Global A&H 29% Specialty & Casualty 14% Run - Off & Other 3%

 

 

9 Sirius Group operates seamlessly around - the - world with a shared culture E XCEPTIONAL AND D IFFERENTIATED G LOBAL P LATFORM European Franchise ▪ Sirius International is a Swedish - based (re)insurance company that has been in business since 1945 ▪ Operates through a diverse branch office network (Hamburg, Liege, London, Singapore, and Zurich) that is well - known and respected internationally ▪ Includes Integrated Lloyd’s Vehicle , Sirius Syndicate 1945, with a Managing Agency in London North America & Bermuda ▪ Sirius America is a U.S. based (re)insurance company that provides admitted paper in the U.S. – Accesses Canadian and Latin American markets via Miami and Toronto offices ▪ Sirius Bermuda is the top operating (re)insurance company – Legal entity assumes intercompany reinsurance risk from subsidiaries Underwriting Culture ▪ Conservative underwriting culture ▪ Extensive and durable customer relationships lead to better pricing ▪ Superior results: overall combined ratio averaging 5% outperformance versus peers from 2009 – 2017

 

 

10 Sirius Group’s market - leading European (re)insurance operations distinguish it from its Bermuda peers U NIQUE E UROPEAN F RANCHISE Singapore New York Miami Bermuda Toronto Stockholm Head office Hamburg Zurich London Liege Sydney Glastonbury Shanghai Labuan Stockholm - led Branch Franchise ; Sirius International is the largest reinsurance company in Scandinavia and a leading reinsurer in Europe ; Highly diversified book with deep non - US market penetration ; Local branch network generates deeper client relationships and market knowledge ; 73 year history with client loyalty and lower price elasticity ; GPW of $0.8bn (1) ; 86% combined ratio since 2004 ; Scalable Lloyd’s platform with 2018 stamp capacity of ~£102mm (1) Year ended 12/31/17.

 

 

11 ▪ Significant focus on local and regional relationships: ‒ Over 1,800 clients in over 140 countries and with over 6,600 treaties ‒ Well diversified distribution channels providing access to business ▪ Strong, lasting partnerships: ‒ High - retention, long - term partnerships with 8 leading, profit - oriented North American MGUs ‒ In - house MGUs Armada and IMG bring Sirius Group closer to the consumer S UPERIOR D ISTRIBUTION AND L OCAL R ELATIONSHIPS Source: Company materials. (1) Europe represents Sirius International and Americas represents Sirius America and Sirius Bermuda. All figures are before int ercompany reinsurance. Overview By Geography (1) Europe 59% Americas 41% By Intermediary AON / Benfield 22% Guy Carpenter 18% WT Butler 10% Willis Group 9% Other 41% 2017 Gross Written Premiums: $1.4bn Sirius Group maintains a more diversified distribution network and is less reliant on the large brokers compared to its peers

 

 

12 Sirius Group’s 73 year history and its commitment to clients result in a book of business with high client retention P ERSISTENT AND D EEP C LIENT R ELATIONSHIPS 30% of book 20+ years 30% of book 10 - 20 years Long - Term Customer Relationships Sirius Group’s longevity and depth of client relationships are unique among Bermuda peers <10 years

 

 

13 S IRIUS G ROUP ’ S S TRONG B RAND & M ARKET R ECOGNITION Community Feedback Sirius Group is respected for its deep underwriting history, broad geographical reach, and distinct distribution and specialty capabilities “Great partner for catastrophe business” “Leading go - to market for A&H products” “ One of Allianz Re’s top 10 capacity providers” “ Sirius is the only reinsurer on Cigna’s worldwide health reinsurance program” “ WT Butler solely uses Sirius in the London market” “ Sirius is one of the main leaders for Hiscox on their proportional U.S. proportional U.S. property business influencing commission terms” Sirius Group Awards & Recognition ; 2018: Sirius International ranks #1 in Willis Re’s internal qualitative index when reviewing the performance of all reinsurers active in EMEA ‒ Sirius further ranked #1 on commerciality and quoting, #2 on pricing, and #7 on capacity provided in the region ; 2014: Awarded best reinsurer (with GWP <$2bn) for innovation in Europe by Intelligent Insurer ; 2012: A&H survey of London market underwriters ranks Sirius Group as #1 (together with two other syndicates) ; 2011: Sirius International ranked #1 globally for underwriting & customer service in Willis published qualitative index

 

 

14 Insurance Industry Average (1.5%) (2.0%) (2.8%) (3.5%) (3.9%) (4.4%) (4.6%) (4.5%) (4.3%) (3.9%) (3.4%) (3.1%) (2.7%) (2.3%) (1.3%) (0.5%) 0.4% 0.5% 1.3% 0.9% 1.2% 1.7% 1.5% 2.1% 2.4% 2.0% 1.7% 1.5% 1.2% 0.9% 0.1% 1.9% 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 S UPERIOR R ELATIONSHIPS P ROTECT M ARGIN IN S OFT M ARKETS Source: Marsh McLennan Survey and Company. Sirius Group’s long - standing client relationships, especially with local and regional clients, mute the impact of global underwriting pricing cycles on its risk portfolio Sirius Group Relative Rate Change vs. Industry: 4Q Moving Average

 

 

15 B EST - IN - C LASS A&H P LATFORM (1) Excludes transaction - related gains and expenses. Sirius Group’s unique and integrated MGU strategy has produced operational outperformance and attractive acquisition targets Pillars of Strategy Industry recognized, market leading underwriting Partnership with leading MGUs, who are profit - aligned Acquisition platform ; Global leaders for decades ; Strong underwriting & profit focus ; Products ranging from disability, travel medical, stop - loss, accident, and ex - pat health coverages written on a global basis ; Profit - oriented MGUs move to Sirius Group’s paper ; High - retention, long - term partnerships with 8 leading, profit - oriented North American MGUs ; Generates significant premium on Sirius Group’s paper ; MGUs retain a share of underwriting results to create alignment ; Activity leads to potential M&A opportunities ; 2017 IMG $20 million EBITDA (1) & $165 million premium capture ; 2017 Armada $19 million EBITDA (1) & $107 million premium capture ; More opportunities available

 

 

16 S UPERIOR G ROWTH IN U NIQUE AND S PECIALIZED C LASSES Recent and ongoing franchise investments are expected to drive significant diversifying premium growth • Property Cat Excess • Property per Risk Pro Rata • Property Direct Facultative • Agriculture • Aviation & Space • Trade Credit • Marine • Contingency • Accident & Health • MGUs • Casualty Reinsurance • Primary Surety • Primary Environmental • Long - term Life Reinsurance Capital Utilization High (driven by property) Low Low Lines of Business Growth Initiatives Core Business Proven Growth Engine

 

 

17 Global Property 51% Global A&H 24% Specialty & Casualty 25% Run - Off & Other <1% Global Property 55% Global A&H 27% Specialty & Casualty 17% Run - Off & Other 1% $1,756 $902 $854 BSCR (Pre-Diversification) Diversification Benefit Required Capital M EANINGFUL B ENEFITS OF D IVERSIFICATION (1) Sirius Bermuda, top operating company, as of 12/31/17. (2) Bermuda Solvency Capital Ratio Sirius Group offers a complementary suite of insurance products that provide diversification and capital efficiency Gross Premiums Written by Reporting Segment Capital Efficiency of Diversification (1) 49% Diversification Benefit 2018E: $1.9bn 2020E: $2.3bn (2) Only 15% of total GPW represents Property Cat

 

 

18 ; Currently conservatively allocated ; Bulk of the fixed income portfolio is deployed with 3rd party global managers ; Out of $3.7 billion cash and investments, Sirius Investment Advisors “in - house” manages ~$900mm ; Duration is 2.2 years and average credit rating is AA - Sirius Group employs a total return, opportunistic investment approach I NVESTMENT P ORTFOLIO (1) As of 3/31/2018. Includes certain reclassifications from GAAP presentation. Current Investment Portfolio Target Investment Portfolio Total: $3.7 billion (1) ; Ensure strong policyholder security through a high quality fixed income portfolio ; Capacity to increase exposure to strategic & risk assets relative to enterprise capacity ; Business plan assumes total allocation of risk assets relative to Group common equity to increase up to 60% by end - of - year 2020 ; This would represent ~35% of the total investment portfolio Look Through Asset Allocation: AAA 62% AA 8% A 15% BBB 4% NIG 11% Fixed Income Quality: Fixed Income 79% Cash & Cash Equivalents 7% Public Equities 5% Alt. Assets 5% Strategic & Other 4%

 

 

19 W ELL - P OSITIONED TO D ELIVER S HAREHOLDER V ALUE Sirius Group’s franchise is uniquely situated to scale and create shareholder value in a public setting Ongoing Franchise Evolution ▪ Proven Leadership ▪ Unique Underwriting Franchise ▪ Best - in - Class A&H Platform ▪ Heavy Specialty Growth Focus Existing Strengths ▪ Expanding underwriting teams – Emerging premiums and profitability from investments in new lines of business ▪ Proactive, owner - oriented management – Capital management strategy aligns with shareholder value creation ▪ Transformative M&A capabilities – Significant global pipeline – Flexibility to source and close more deals as a public company Highly differentiated platform with significant scarcity value in the global (re)insurance market

 

 

C ONSOLIDATED F INANCIAL O VERVIEW

 

 

21 69.8% 82.6% 81.8% 82.6% 80.1% 79.5% 79.3% 76.5% 85.1% 94.0% 107.6% 87.9% 89.3% 89.9% 88.2% 2014A 2015A 2016A 2017A 2018E 2019E 2020E Avg. Combined Ratio $186 $206 $19 ($58) $175 $217 $270 2014A 2015A 2016A 2017A 2018E 2019E 2020E 11.4% 11.7% 0.9% (2.9%) 9.1% 10.0% 11.8% 16.5% 13.7% 7.6% (5.9%) 2014A 2015A 2016A 2017A 2018E 2019E 2020E $874 $847 $890 $1,035 $1,253 $1,478 $1,661 $1,137 $1,161 $1,269 $1,439 $1,887 $2,065 $2,281 2014A 2015A 2016A 2017A 2018E 2019E 2020E $916 $1,063 $1,170 $790 CONSISTENT HIGH PERFORMANCE Strong underwriting growth… ...and prudent underwriting… …driving strong ROE… …and Earnings Sirius Group has demonstrated consistent and prudent underwriting growth Net Earned Premium ($ in millions) Cash ROE(2) Combined Ratio Cash Earnings(2) ($ in millions) (1) Combined Ratio ex. Cat Combined Ratio Normalized Operating Return Average Undeployed Capital (4) ($mm): (1) Average from 2009-2017. (2) Cash earnings defined as pro-forma comprehensive “cash” net income, which excludes $15.8mm of non-cash amortization expense associated with IMG and Armada acquisitions and transaction-related expenses totaling $72mm related to CMIG acquisition of Sirius (see slide 46 reconciliation). Return on equity based on opening equity. (3) Normalized Operating Return makes adjustments for investment returns, f/x, other comprehensive income, and excess capital. All adjustments are made on an after-tax basis. Please see slide 49 for reconciliation. (4) Sirius Group’s internal estimate of average undeployed capital per most conservative rating agency view, net of safety buffer of $200mm. (3) Gross Written Premium 

 

 

22 31-Mar-18 GAAP common equity $1.9bn Total GAAP Capital(1) $3.0bn Total Financial Leverage(1) 27% Redundancy(2): Rating Agency Excess Capital >$0.6bn Internal Economic Risk Capital $1.4bn Bermuda Solvency Capital Requirement $1.1bn ¡E 4.6% (USD) due 2026 ¡E No financial covenants or mandatory deferral ¡E 3.6%(3) (SEK - 3 month STIBOR + 4%) due 2047 ¡E No financial covenants; mandatory deferral in Enhanced Capital Requirement event; optional deferral Senior Debt Subordinated Debt (Tier 2 Capital) PROACTIVE CAPITAL MANAGEMENT STRATEGY Sirius Group takes a prudent approach to baseline capital management, and takes a proactive approach to returning excess capital to shareholders Capital Strategy (1) GAAP capital plus $282mm GAAP Deferred Tax on Safety Reserve, consistent with Swedish regulatory treatment. (2) As of 12/31/2017. (3) Reflects rate at 3/31/2018. Key Capital and Leverage Metrics Þ Owner-oriented capital management Þ Sirius Group anticipates deploying capital into: Þ Anticipate a market dividend yield (~1.8% in near-term) Þ Proactive and opportunistic share repurchases can add significant value over time Strategy „X Risk Assets „X Long-Term Life Reinsurance „X Primary Direct „X A&H & Other Organic Growth Capital Profile Medium Low Low Low 

 

 

23 ROE D ECONSTRUCTION Cat Load Adjustment Underwriting Deployment ▪ 2019 cat load above 2018 projections ▪ Net earned premium momentum, +$224mm (+18%), improves operating efficiency ▪ Assumes no improvement in current pricing environment ▪ Reversal of 2018 losses due to interest rate increases ▪ Reflects incremental allocation to risk assets Investments 9.1% 10.0% (2.1%) 2.9% 2.6% (2.5%) 2018E Cash ROE Cat Load Adjustment Underwriting Deployment Investments and F/X Other 2019E Cash ROE ▪ Corporate and underwriting expenses increase at an inflationary rate Other GAAP ROE 8.3% (2.1%) 2.9% 2.6% (2.5%) 9.3% Note: Assumes no changes in current financial leverage. Return on equity based on opening equity. Projections reflect normal cou rse capital management activity (dividends and share repurchases) to manage overall capital levels within operating targets. (1) Excludes $15.8mm of non - cash amortization expense associated with IMG and Armada acquisitions . (1) (1)

 

 

24 Income Statement Items Historical Forecast 2014A 2015A 2016A 2017A 2018E 2019E 2020E Gross Premiums Written $1,137 $1,161 $1,269 $1,439 $1,887 $2,065 $2,281 Net Earned Premiums 874 847 890 1,035 1,253 1,478 1,661 Underwriting Profit 205 127 53 (79) 151 158 196 Investment Yield Income 41 40 56 57 45 56 57 Cash Earnings 186 206 19 (58) 175 217 270 GAAP Combined Ratio 77% 85% 94% 108% 88% 89% 88% Projected Capital Return to Shareholders $9 $71 $58 Balance Sheet Items Historical Forecast 2014A 2015A 2016A 2017A 2018E 2019E 2020E Total Cash and Investments $3,290 $3,678 $3,815 $3,604 $3,721 $3,942 $4,226 Goodwill and Intangibles 15 10 5 617 602 586 571 Total Assets $5,192 $5,092 $5,167 $5,824 $6,207 $6,661 $7,058 Loss and LAE reserves $1,810 $1,644 $1,620 $1,899 $1,950 $2,178 $2,313 Debt 403 403 396 723 718 718 718 Total Liabilities $3,179 $2,883 $2,927 $3,800 $4,052 $4,376 $4,576 Common Equity $1,763 $1,959 $1,988 $1,917 $2,155 $2,285 $2,482 Total Liabilities and Equity 5,192 5,092 5,167 5,824 6,207 6,661 7,058 Total Insurance Float $1,566 $1,357 $1,295 $1,408 $1,490 $1,565 $1,637 S ELECTED H ISTORICAL A ND P ROJECTED O PERATING F INANCIALS (1) Cash earnings defined as pro - forma comprehensive “cash” net income , which excludes $15.8mm of non - cash amortization expense associated with IMG and Armada acquisitions (see slide 46 reconciliation). (2) Forecast figures reflect projected dividends and share repurchases. (3) Standard industry definition, no t a udited. (4) 2014A balance sheet not audited at this level. (1) ($ in millions, derived from audited financial statements) (2) (2) (4) (3)

 

 

25 23.6% 7.9% 30.0% 21.3% 11.2% 9.1% 7.9% 7.7% 7.7% 4.1% - 3.7% Sirius Group Peer Group Median Hiscox Beazley Group Everest Re AXIS Capital Holdings Validus Holdings Arch Capital Group Lancashire Holdings XL Group RenaissanceRe 16.1% 5.2% 9.0% 8.9% 8.7% 8.3% 5.4% 4.3% 3.5% 3.5% 3.0% Sirius Group Peer Group Median Hiscox Beazley Group Everest Re Lancashire Holdings Validus Holdings XL Group RenaissanceRe Arch Capital Group AXIS Capital Holdings 12.3% 11.3% 17.7% 14.9% 14.3% 11.8% 10.8% 10.7% 10.3% 9.9% 9.6% Sirius Group Peer Group Median Beazley Group Hiscox Lancashire Holdings XL Group Arch Capital Group Everest Re RenaissanceRe Validus Holdings AXIS Capital Holdings 10.0% 10.3% 16.1% 13.7% 12.3% 10.7% 10.0% 9.7% 9.4% 8.9% 8.8% Sirius Group Peer Group Median Beazley Group Hiscox Lancashire Holdings Everest Re Arch Capital Group RenaissanceRe XL Group AXIS Capital Holdings Validus Holdings P EER G ROUP O PERATIONAL B ENCHMARKING Sirius Group’s growth and return profile is attractive relative to that of most of its public comparable companies Growth Source: Sirius Group provided materials, FactSet, SNL, Easterly analysis. Market data as of 7/6/2018. Note: Sirius’ net income / returns above are “c ash earnings”, defined as pro - forma comprehensive “cash” net income, which excludes $15.8mm of non - cash amortization expense ass ociated with IMG and Armada acquisitions (see slide 46 reconciliation). (1) If non - cash amortization expense is included, 2018E - 19E Net Incom e Growth would be 26.0% and 2019E ROE would be 9.3%. (2) Tangible Common Equity adjusted for 6/30/2018E Deferred Tax Liability of $282mm. If non - cash amortization expense is included and Tangible Common Equity is not adjusted for the Deferred Tax Liability, 2019E ROATCE would be 13.6%. 2019E ROATCE Profitability 2019E ROE ’18E - ’19E Net Income Growth ’18E - ’19E Revenue Growth (1) (1) (2)

 

 

26 1.05x 1.34x 2.61x 2.46x 1.53x 1.51x 1.34x 1.33x 1.21x 1.13x 1.04x Sirius Group Peer Group Median Beazley Group Hiscox Validus Holdings XL Group Arch Capital Group Lancashire Holdings RenaissanceRe Everest Re AXIS Capital Holdings 10.1x 11.8x 16.3x 15.9x 14.6x 13.6x 11.8x 11.1x 11.0x 10.5x 9.7x Sirius Group Peer Group Median Hiscox Validus Holdings XL Group Beazley Group Arch Capital Group RenaissanceRe AXIS Capital Holdings Lancashire Holdings Everest Re 1.25x 1.56x 3.54x 2.87x 2.40x 1.92x 1.56x 1.55x 1.47x 1.43x 1.19x Sirius Group Peer Group Median Hiscox Beazley Group XL Group Validus Holdings Lancashire Holdings Arch Capital Group RenaissanceRe AXIS Capital Holdings Everest Re P EER G ROUP V ALUATION B ENCHMARKING Sirius Group is offered to market at a significant discount to peers on a price / book, price / tangible common equity, and price / 2019E basis Source: Sirius Group provided materials, SNL, FactSet. Market data as of 7/6/2018. (1) Sirius Group’s multiple based on 1.05x P/BV at transaction date and adjusted for 6/30/2018E Deferred Tax Liability of $28 2mm . If Tangible Common Equity is not adjusted for the Deferred Tax Liability, Price / Pro Forma Tangible Common Equity would be 1.48x. (2) Based on “cash earnings,” defined as pro - forma comprehensive “cash” net income, which excludes $15.8mm of non - cash amortization expense associated with IMG and Armada acquisitions(see slide 46 reconciliation). If non - cash amortization expense is included, Price / 2019E Earnings would be 10.9x. Valuation Price / Book Price / Pro Forma Tangible Common Equity Price / 2019E 20% discount to peer median 14% discount to peer median 21% discount to peer median (1) (2)

 

 

T RANSACTION O VERVIEW AND T IMING

 

 

28 Market Capitalization $2,196 (/) Total Pro Forma Sirius Group Shares Outstanding 126.8 Price per Share at Trust Value $17.32 # of Pro Forma Sirius Group Shares % of Pro Forma Sirius Group Shares Current Sirius Group Shareholders 105.6 83.3% Easterly Public Shareholders 8.5 6.7 Easterly Sponsor 1.0 0.8 Private Placement Investors 11.7 9.3 Total 126.8 100.0 P RO F ORMA O WNERSHIP S UMMARY A ND S OURCES & U SES O F C ASH Source: Sirius Group provided materials. Market data as of 7/6/2018. Note: A ssumes no redemptions of Easterly common stock and subject to change depending on future redemption amounts, if any. (1) Shares shown on a Sirius Group basis, in which Easterly shares are converted at an exchange ratio of 0.596x. (2) Assumes red emption of ABRY’s Preference Shares for $95 million and redemption of CMIG shares for $250 million at the issue price of 1.05x P/B. (3) Sirius Group may increase the total amount of the private placement, depending on Easterly Cash in Trust at closing, to achieve a target public float of $350mm. (4) Sirius Group intends to use $95 million of the $350 million target proceeds to redeem ABRY’s Preference Shares. If the total pro ceeds are less than $350 million, Sirius Group will use other internal sources to redeem ABRY’s Preference Shares, which would reduce its shareho lde rs equity at closing. Anticipated Pro Forma Ownership at Closing (1) (All amounts in millions, except per share amounts) Proposed Sources & Uses of Cash Valuation and Share Price at Close Sources of Cash Uses of Cash Easterly Cash in Trust $147 General Corporate Purposes (4) $337 Private Placement Proceeds (3) 203 SPAC Fees & Expenses 9 Private Placement Fees & Expenses 4 Total Sources of Cash $350 Total Uses of Cash $350 Valuation • $17.32 represents 1.05x BV multiple in Sirius Group share equivalent • In Easterly share equivalent, price per share at trust value is $10.32 • This represents a (21%) discount to peer median (2) Easterly Warrants Outstanding (EACQW) Amount Strike Price Expiration Notes Existing Public Warrants 10.00 $11.50 5 Years Redeemable when share price reaches $18.00 » May tender for warrants

 

 

29 I LLUSTRATIVE T RANSACTION T IMELINE Late June Transaction Announced Late July File with SEC Initial Registration Statement with Easterly Proxy Statement; Target Private Placement Subscriptions Late August Receive SEC Comments on Registration Statement; File Amended Registration Statement Mid - September Set Record Date / Shareholder Vote Date Late September Conduct Deal Roadshow; Hold Special Meeting of Easterly Shareholders; Close Deal Timeline No impediments to close: no insurance regulatory approval needed, no minimum cash condition

 

 

A PPENDIX

 

 

31 T RANSACTION S TRUCTURE The Sirius Group / Easterly merger will utilize a reverse triangular merger A subsidiary of Sirius Group merges into the SPAC and the SPAC becomes a wholly - owned subsidiary of Sirius Group SPAC shareholders exchange their shares of the SPAC for shares in Sirius Group ; Easterly shareholders receive an estimated 0.596 shares of Sirius Group per Easterly share SPAC cash is retained by the Sirius Group for general corporate purposes SPAC (U.S.) Merger Sub (U.S.) SPAC Shareholders Sirius Group Shareholders Sirius Group (Bermuda) Sirius Group lists its shares on the Nasdaq Sirius Group’s common shares listed on the Nasdaq 1 2 3 4 Transaction Steps Pro Forma Structure 1 2 3 4

 

 

32 P RO F ORMA C ORPORATE S TRUCTURE Former EACQ Shareholders / Private Placement Investors Sirius International Group, Ltd. (Bermuda) International Medical Group, Inc (United States) (IMG) Primary Insurance Supervisory Bodies: • Bermuda/ Group Supervisor: Bermuda Monetary Authority • Swedish FSA • NY Department of Financial Services • UK Prudential Regulatory Authority • Australian PRA • Hong Kong Commissioner of Insurance • Insurance Department of Tennessee ArmadaCorp . Capital, LLC (United States Three Corporate Shareholders (each owning less than 10%) China Minsheng Investment Group Corp., Ltd. (“CMIG”) (China) Sirius Bermuda Insurance Company (Bermuda) Sirius International Insurance Corporation (Sweden) Registrant listed on Nasdaq Regulated Insurance Company Managing General Agency / Underwriter CM International Holding Pte. Ltd. (“CMIG International”) (Singapore) Easterly Acquisition Corp CM Bermuda, Ltd. (“CMB”) (Bermuda) ~82% ~17% Note: Simplified organizational structure (1) Represents ownership of CMIG International. (2) Represents ownership of Sirius Group assuming redemption of ABRY’s Prefer enc e Shares for $95mm, total capital raise of $350mm, and separate redemption of CMB’s shares for $250mm. (3) Includes Easterly sponsor, public shareholders, and private placement inv est ors. Sirius Global Solutions (United States) Sirius America Insurance Company (United States) Sirius Syndicate 1945 Global Offices Sirius International Holdings Ltd. (Luxembourg) (1) (2) ~18% ~83% Sirius International Insurance Group, Ltd. (Bermuda) (1) (2) (3)

 

 

33 G LOBAL C ORPORATE T EAM ▪ Differentiated history of operating Sirius Group and other insurance companies ▪ Allan Waters at GEICO, Fund American and CFO of White Mountains ▪ Kip Oberting at White Mountains, as CFO of Montpelier Re ▪ Gene Boxer as GC of Cushman & Wakefield, and a senior member of Restructuring and M&A Groups at AIG ▪ Neal Wasserman has led runoff transactions team since 2000 ▪ ERM and reserving led by Jeff Davis, previous Chief Actuary for Munich Re ▪ Ralph Salamone oversees financial reporting, operations management, and tax planning ▪ Opportunistic, experienced M&A and strategic functions focused on economics and shareholder value creation ‒ Billions of dollars of transactions, includes JV’s, strategic investments, divestitures and pioneering sidecar and runoff transactions Sirius Group’s management team has extensive operational and strategic experience, including executing billions of dollars of M&A transactions Sirius Tenure Relevant Experience Location Allan Waters| Group Chairman & CEO 32 38 U.S./BDA Kip Oberting| Group CFO, Board Member 14 22 U.S./BDA Gene Boxer| Group General Counsel 2 19 U.S. Jeff Davis| Group Chief Actuary & CRO 10 27 U.S./BDA Ralph Salamone| Global Services President 19 26 U.S. Matthew Kirk| Investment Advisors President 16 23 U.S. Michael Papamichael| Group Planning & IR 16 16 U.S. Neal Wasserman| Global Solutions CEO 18 32 U.S. Experienced M&A and Corporate Team

 

 

34 G LOBAL U NDERWRITING O RGANIZATION ▪ Proven (Re)insurance team with significant Sirius Group and industry experience ▪ Underwriting comes - first culture, team’s experience, and customer relationships ; Jan Onselius, as Group CUO, leads Sirius Group’s “four eyes” process and portfolio optimization ▪ Average Sirius Group underwriting team tenure of 25 years and average industry experience of 31 years ▪ Key recent hires to lead U.S. Environmental, Surety, Long - Term Life Reinsurance, and Casualty efforts ▪ In addition to Growth Line Managers, there are 9 branch managers leading local offices (1) Excludes tenure of recent Growth Line hires. Sirius Group’s underwriting team has years of experience both at the company and in the overall industry Sirius Tenure (Re)insurance Experience Location Monica Cramér-Manhem | Sirius International - President & CEO, Sirius Group Board Member 32 32 Sweden Jan Onselius | Sirius International EVP & CUO 35 35 Sweden Stuart Liddell | Global A&H Head 15 28 U.K. Warren Trace | Sirius Bermuda President & CEO 34 38 Bermuda Dan Wilson | Sirius America President & CEO 21 30 U.S. Robert Harman | Sirius International Managing Agency – CEO; London Branch Manager 11 22 U.K. Sirius Tenure (Re)insurance Experience Location Robert McFadden | Sirius America Head of US Casualty 1 29 U.S. Doug Stepenosky | Sirius America Head of US Environmental 1 22 U.S. Matt Olsen | Sirius America Head of US Surety Head of US Surety 1 19 U.S. Ben Keslowitz | Head of Long-term Life Reinsurance 1 15 U.S. Experienced Underwriting Team Growth Line Managers (1)

 

 

35 S UPERIOR U NDERWRITING M ARGINS Historical Combined Ratio Outperformance vs. Industry Relationship - driven, granular risk portfolio, combined with prudent underwriting has delivered superior and less volatile financial results (1) Represents published industry results as per S&P’s global reinsurance highlights for Top 40 Reinsurers. 2017 reflects cur ren tly available peer set. (1) -5.0% 0.0% 5.0% 10.0% 15.0% 2009 2010 2011 2012 2013 2014 2015 2016 2017 Average Outperformance Sirius Group Reinsurance Industry Difference 2009-2017 90% 95% 5%

 

 

36 ($ in mm) 2017A 2018E 2019E 2020E Gross Written Premiums $495 $508 $517 $554 Sirius Group’s market leading Global A&H platform is a proven growth engine G LOBAL A CCIDENT & H EALTH (R E )I NSURANCE Line of Business Overview • Global leaders across the full value chain writing $508 million of premium in 2018 ‒ Global reinsurance platform, US primary direct book, 2 U.S. MGU’s (travel & supplemental health) ‒ Longevity – 50% of the book is from relationships of 10 years or more • Wide range of specialty products ‒ Products ranging from disability, travel medical, stop - loss, accident, and ex - pat health coverages written on a global basis • Long - term partners, high persistency with superior profitability • Decade of consistent outperformance • Competitive positioning and product offerings significantly enhanced by IMG and Armada acquisitions

 

 

37 ($ in mm) 2017A 2018E 2019E 2020E Gross Written Premiums $218 $332 $453 $564 • Primary Surety: Wide variety of contracting and business bonding activities distributed through a network of third party agents • Primary Environmental: Suite of products designed to cover the discovery at premises, or sudden / accidental release of environmental contaminants. ‒ Team with demonstrated record of success hired from US competitor • Long - term Life Reinsurance: opportunities for blocks from $100 million+ ‒ Focused on spread risks: builds AUM with low liability risk: ▪ Structured settlements ▪ Fixed and variable deferred annuities ▪ Complex whole / universal life and disability • Casualty Reinsurance: Treaty and excess covers ‒ Float – long duration liabilities ‒ Wrote $484 million GPW in largest year Sirius Group’s Specialty Lines and Casualty business segment represents attractive growth opportunities S PECIALTY L INES AND C ASUALTY – G ROWTH I NITIATIVES Key Highlights Line of Business Overview • Attracted superior talent and positioned for long term, profitable growth • C omplementary products increase Sirius Group’s value to insurance brokerage community • Less volatile and capital efficient • Near - term small financial drag, long - term highly positive • Entrepreneurial team leader joined the Life business in September 2017 • Re - entered the U.S. casualty market in 2017 as cycle turned, bringing great talent from XL Catlin ‒ New leader brought success with approval by key client Security Committees such as Starr, Allied World, and AIG.

 

 

38 Sirius Global Solutions uniquely complements its core businesses R UN - O FF S ERVICES – S IRIUS G LOBAL S OLUTIONS Line of Business Overview Key Highlights Sirius Global Solutions: Acquire liabilities through acquisitions and LPT’s • Transaction gains generated through: ‒ Proactive claims management, policy buy - backs and commutations; ‒ Other embedded assets incl. shell/license values ‒ Float – long duration liabilities • Increasing demand for LPT’s on runoff of recent soft - market casualty portfolios • Continued focus on sourcing “below the radar” opportunities • Since 2000 when team joined, 14 deals for >40% IRR; $102 million of reserves at 3/31/2018

 

 

39 F INANCIAL S TRENGTH R ATINGS O VERVIEW ; FSR: A - ; stable outlook Sirius has a strong competitive position, in our view, mainly stemming from its geographic diversity and strong relationships with its cedants …The group's product diversity also supports our view of its strong competitive position. Key Rating Considerations ; Maintaining strong operating performance & capital position ; Continue to perform with strategic and operational strategic plans ; FSR: A ; under review + negative outlook Gross premium revenue is expected to remain resilient, supported by long - standing relationships with its cedants and growth in niche segments such as accident and health. K ey Rating Considerations ; Continued expansion of shareholder base ; Continue to perform with strategic and operational strategic plans ; FSR: A - ; stable outlook Fitch’s view of Sirius continues to reflect the company’s established reinsurance franchise, very strong long - term financial performance, reasonable financial leverage, and very strong capitalization. Key Rating Considerations ; Continued expansion of shareholder base ; Continue to perform with strategic and operational strategic plans Changes Since Public Listing Announcement: ; Outlook adjusted to “stable” Positive momentum since public listing announcement with potential further improvement upon closing

 

 

40 R EINSURANCE & R ETROCESSIONAL S TRATEGY ▪ Retrocession programs protect property, aviation, trade credit and marine exposures ▪ The majority of Sirius Group’s property catastrophe excess of loss book is protected through proportional treaties providing sidecar economics with superior tail protection. 14 longstanding individual contracts allow Sirius Group to optimize profitability by varying placements ; The proportional property program is designed to arbitrage underwriting cycles and reduce exposure both to large catastrophe losses and to a frequency of smaller loss events ; Contracts are placed with no caps on ceded aggregates or event limits resulting in uncapped vertical and unlimited sideways cover for cat, frequency and attrition providing superior protection for remote tail risk and non - modelled perils - A total of $2.8bn in ceded aggregate limits excluding reinstatements. ; Provides stable, cost effective capacity in peak zones and the ability to maintain a strong foot print in markets in soft underwriting cycles by enhancing market profile and demonstrate underwriting capability, continuity and brand ; Diversifies the inwards account, while placing proportional treaties on an undiversified basis to maximize profit commission generating significant risk free commissions ▪ Augments the pro rata program with purchases of XOL protections and opportunistic purchases of industry loss warranties ('ILW/ILS’) Key Elements of Reinsurance & Retrocessional Strategy Robust reinsurance and retrocessional strategy to optimize risk - adjusted underwriting returns

 

 

41 N ATURAL C ATASTROPHES – PML S UMMARY Note: Net losses are after reinsurance recoveries and reinstatement premiums and before tax, consistent with peer catastrophe loss dis closures. (1) Net of reinsurance, excluding reinstatement premiums. (2) All data is presented on an net occurrence basis except Global Aggregate. Sirius Group manages its overall natural catastrophe and single risk exposure levels to balance underwriting profitability and protection of the ongoing franchise in response to outsized industry events ; 2017 Global Cat Losses of $259mm (1) ; Of the Cat losses, $208mm were attributable to Hurricanes Harvey, Irma and Maria – Sirius Group’s net losses represent only 0.2% of estimated $100bn of industry losses for these events 25 Year 100 Year 250 Year Global Annual Aggregate $432 $678 $809 Global Wind Occurrence 202 428 557 Global Earthquake Occurrence 141 342 516 US Southeast Occurrence 83 305 473 US Northeast Occurrence 23 137 291 California Earthquake Occurrence 27 247 463 Europe Wind Occurrence 69 169 241 Japan Wind Occurrence 30 131 166 Japan Earthquake Occurrence 30 61 115 Rest of World Latin America Earthquake Occurrence 39 105 176 (Data at 1/1/18 and $ in millions) Europe Asia Return Period (2) Sirius International Insurance Group, Ltd. Net PML Comparison Global United States

 

 

42 L OSS RESERVING PHILOSOPHY Source: Company materials. Note: (1) 2009 - 2011 excludes Esurance. (2) Sirius Group does not include any provision for future (un)favorable reserve developm ent in its financial forecasts. 1 Loss ratios for most recent underwriting years generally booked to highest of plan, pricing, and projected Annual year - end analysis performed by internal Actuarial in consultation with Underwriting and Claims staff ‒ 100% of gross and net liabilities ‒ Supplemented with independent analysis and review performed by PWC as part of audit 3 Quarterly internal reviews and monitoring by Actuarial in consultation with Underwriting and Claims staff ‒ Comprises 95% of gross and net liabilities ‒ Results reviewed by Group Chief Actuary 2 Independent consultants used for: ‒ Periodic ground up analysis of asbestos exposure ‒ Special liabilities such as primary workers compensation claims and Latin America surety ‒ Periodic independent review for risk management purposes and Board reporting 4 $30 $57 $47 $34 $48 $98 $51 $64 $1 $14 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018E Historical Loss Reserve Release (1) ($ in millions) Management books reserves conservatively in keeping with its core principle to maintain a disciplined balance sheet (2)

 

 

43 S IRIUS G ROUP T AX P OSTURE ; The Safety Reserve concept is unique to Sweden and was established to enhance the financial strength of Swedish insurance companies through the build - up of regulatory capital to support policyholder claims. Swedish tax law permits Swedish insurance companies to transfer pre - tax amounts into an untaxed reserve referred to as the Safety Reserve ; The Safety Reserve can only be utilized to offset technical underwriting losses or in rare circumstances as laid out in regulations with special approval from the Swedish Financial Supervisory Authority (FSA) to offset any other losses. Otherwise, the Safety Reserve can only be released and distributed (with related taxes being paid) if regulatory prescribed minimum levels of premium and loss reserves are not maintained ; Under Swedish GAAP, the Safety Reserve is a segregated component of Sirius International’s balance sheet. For Solvency II purposes, 100% of the Safety Reserve is recognized as Tier 1 Capital. Under IFRS and U.S GAAP, an amount equal to the Safety Reserve, net of a related deferred tax liability is included in equity. Swedish Safety Reserve Tax Posture ; The global legal entity structure includes tax - efficient holding companies in Bermuda and the United Kingdom ; Historically, the group’s cash taxes have trended well below US GAAP taxes because of deferred tax assets (e.g. tax loss carryforwards that reduce income subject to cash tax) and the Swedish Safety Reserve (described to the right) ; The group is positioned to take advantage of the downward trend in applicable corporate tax rates ; Ongoing tax planning includes further optimization of our global legal and operating structure and deferred tax assets, as well as continued adaptation to the new tax laws in the US and other countries Sirius Group’s tax efficiency is enhanced by its global legal and operating structure, deferred tax assets, and Safety Reserve

 

 

44 Member Background Allan Waters (Chairman) President and CEO, Sirius Group Sandy Frucher (Independent) Vice Chairman, The Nasdaq OMX Group Robert Friedman (Independent) Formerly CIO, Franklin Templeton Funds Liao (Laurence) Feng CEO, CMIG International Monica Cramér Manhem CEO, Sirius International Insurance Corporation Kernan (Kip) Oberting CFO, Sirius Group I NDEPENDENT B OARD G OVERNANCE ; Sirius Group’s existing Board and governance structures are consistent with that of a public company ; Board has 3 members of management, 2 independent directors and 1 CMIG representative Nasdaq listing standards will enhance Sirius Group’s existing Independent Board Governance ; Full Nasdaq independence listing standards (will not utilize available “Controlled Company” or “Foreign Private Issuer” exceptions) ; Will have a majority of independent directors and independent committees ; Given expedited time frame to close, may take advantage of Nasdaq’s transitional provisions that allow up to one year to satisfy “independent directors” listing standards ; Will maintain an Audit & Risk Management Committee, Compensation Committee, and Governance and Nominating Committee composed of independent directors Post - Transaction Current Sirius Group’s corporate governance to be enhanced by the transaction

 

 

45 • China’s largest investment company, CMIG was founded in 2014 by Chairman Dong Wenbiao, former Chairman of China Minsheng Bank, China’s largest private bank • Provides direct insight into the Asian capital markets and related investment opportunities • Invests directly and alongside partners into industrial & financial services businesses • CMIG’s extensive network allows Sirius Group to tap into Asia market for financing at attractive terms CMIG O VERVIEW CMIG’s partnership with Sirius Group has benefited the organization and provided access to Asian opportunities Romano Prodi Former President of the European Commission; Former Prime Minister of Italy Seung Yu Kim Former Chairman of Hana Financial Group Inc. Prof. Dr. H C Roland Berger Founder and Honorary Chairman of Roland Berger Strategy Consultants Dominique De Villepin Former Prime Minister of France Stephen A. Orlins Stephen Roach President of National Committee on United States - China Relations Former Chairman of Morgan Stanley Asia Ronald Dennis Robert Engle Chairman of British East Asia Council Chairman of the McLaren Group 2003 Nobel Laureate in Economics Marek Belka Former Prime Minister Of Poland CMI Global Advisory Council – Noted Members

 

 

46 Forecast 2015A 2016A 2017A Net Earned Premiums $847 $890 $1,035 Total Net Investment Return (incl. f/x) 263 95 28 Other Revenues (2) 9 71 Total Revenue $1,107 $995 $1,134 Loss and Loss Adjustment Expenses $423 $519 $811 Insurance Acquisitions Expenses 190 210 197 Other Underwriting Expenses 108 107 106 General & Administrative Expenses 27 85 92 Interest and Other Expenses 27 35 38 Income Tax Expense 47 (7) 26 Net Income $286 $45 ($136) Noncontrolling Interests and Other 5 (13) (20) Net Income to Common $291 $33 ($156) Other Comprehensive Income / (Loss) ($95) ($66) $72 Comprehensive Income to Common 196 (34) (84) adjust: one time non-recurring CMIG/WTM expenses 10 52 11 adjust: non-cash amortization expenses -- -- 15 Pro-Forma Comprehensive "Cash" Net Income $206 $19 ($58) Loss & LAE Ratio 50% 58% 78% Acquisition Expense Ratio 22 24 19 Other Underwriting Expense Ratio 13 12 10 GAAP Combined Ratio 85% 94% 108% H ISTORICAL I NCOME S TATEMENT (U.S. GAAP, $ in millions, derived from audited financial statements except adjustments)

 

 

47 2015A 2016A 2017A Cash and Investments $3,678 $3,815 $3,604 Premiums Receivable 324 395 544 Reinsurance Recoverable 293 309 337 Deferred Acquisition Costs 75 85 121 Deferred Tax Asset 276 279 244 Goodwill and Intangibles 10 5 617 Other Assets 436 280 356 Total Assets $5,092 $5,167 $5,824 Loss and LAE reserves $1,644 $1,620 $1,899 Unearned Premiums 342 398 507 Debt 403 396 723 Deferred Tax Liability 264 240 282 Other Liabilities 230 273 390 Total Liabilities $2,883 $2,927 $3,800 Mezzanine Equity - - $106 Minority Interests 250 251 - Common Equity 1,959 1,988 1,917 Total Liabilities and Equity $5,092 $5,167 $5,824 GAAP Total Financial Leverage 25% 25% 30% H ISTORICAL B ALANCE S HEET (U.S. GAAP, $ in millions, derived from audited financial statements)

 

 

48 Allocation Returns Investment asset composition: 2018 2019 2020 2018 2019 2020 cash, short-term & money markets 472$ 322$ 222$ 0.5% 0.5% 0.5% fixed income securities 2,507 2,543 2,602 2.1% 2.1% 2.1% equities and alternatives 742 1,077 1,402 7.1% 7.2% 7.2% total investment assets 3,721$ 3,942$ 4,226$ 2.6% 3.1% 3.6% F INANCIAL P ROJECTIONS : K EY A SSUMPTIONS 1 2 Premium Growth • Organic growth in core business lines as well as the roll - out of strategic growth initiatives • The financial plan does not incorporate the impact of any Life Reinsurance transactions Underwriting Assumptions • The outer periods do not reflect a change in the (Re)insurance pricing environment • Changes to the loss ratio are driven by changes in business mix particularly as Sirius Group builds up the U.S. casualty portfolio • The increase from 2018 reflects the pricing of a load for median expected catastrophe losses 3 Investment Assumptions 4 Other Assumptions • Corporate and internal underwriting expenses increase at an inflationary rate • Long - term compensation is at target levels and does not include any change in structure from the contemplated transaction • Annual $10m of pre - tax transaction related gains from purchasing runoff liabilities at a discount to book by Sirius Global Solutions • Sirius Group is the accounting acquiror in this transaction • No changes have been made to Sirius Group‘s historical accounting methods and no goodwill or intangibles impairments over the projection periods

 

 

49 • Actual investment results, foreign exchange and other comprehensive income or losses are removed from the GAAP results and replaced with a total investment return assumption, described below. • Total investment return is based upon the opening period Ten Year U.S. Treasury Rate plus 100 basis points, net of estimated investment expense equal to 20 basis points. • GAAP common equity used for returns is adjusted to reflect the removal of rating agency excess capital using the S&P "AA" Cap ita l Adequacy Model net of an internal safety margin. • The internal safety margin used for all periods is $200m which reflects a buffer above the most conservative rating agency vi ew. This is intended to protect against volatility in earnings resulting from stress scenarios. • Excess capital is removed from the capital structure pro rata among debt, preference shares, and equity to maintain a consist ent level of financial leverage. As such, the financing costs are applied to the adjusted financial leverage. • All adjustments are made on an after - tax basis using an effective tax rate that reflects the key operating jurisdictions of Swed en, U.S., Luxembourg and Bermuda. F INANCIAL P ROJECTIONS : K EY A SSUMPTIONS (C ONT .) Methodology for Adjustments to GAAP Pro Forma Earnings Reconciliation Sirius Group GAAP after-tax comprehensive income / (loss) 186$ 196$ (34)$ (84)$ Adjust: removal of one-time WTM/CMIG costs - 10 52 11 Adjust: non-cash PGAAP amortization expense - - - 15 Sub-total, adjusted GAAP after-tax comprehensive income 186 206 19 (58) Remove actual investment, f/x and oci results (85) (126) (12) (94) Add total investment return, net of excess capital 67 55 57 72 Adjustment to financing costs on capital structure 16 18 28 13 After-tax adjusted pro forma comprehensive income / (loss) 184$ 152$ 91$ (68)$ Opening GAAP common equity 1,627$ 1,763$ 1,959$ 1,988$ Remove excess capital, net of internal safety margin (513) (651) (762) (835) Adjusted opening common equity 1,114$ 1,112$ 1,197$ 1,153$ Normalized Operating Return 16.5% 13.7% 7.6% (5.9%) 2014 2015 2016 2017