X0306 4 2020-06-01 1 0001668428 FGL Holdings FG 0001662378 Blunt Christopher O 4TH FLOOR BOUNDARY HALL, CRICKET SQUARE GRAND CAYMAN E9 KY1-1102 CAYMAN ISLANDS 1 1 0 0 President and CEO Ordinary Shares 2020-06-01 4 D 0 120000 D 0 D Employee Stock Option (right to buy) 7.04 2020-06-01 4 D 0 1756800 D 2025-12-21 Ordinary Shares 1756800 0 D Employee Stock Option (right to buy) 10.00 2020-06-01 4 D 0 1443200 D 2025-12-21 Ordinary Shares 1443200 0 D Employee Stock Option (right to buy) 10.00 2020-06-01 4 D 0 613476 D 2025-12-21 Ordinary Shares 613476 0 D Issuer and Fidelity National Financial, Inc. ("FNF") entered into an Agreement and Plan of Merger dated effective February 7, 2020 (the "Merger Agreement"), pursuant to which FNF acquired Issuer on June 1, 2020 (the "Merger"). Each Ordinary Share (including restricted shares that converted into Ordinary Shares in connection with the Merger) was disposed of in exchange for the right to receive $12.50 in cash or 0.2558 shares of FNF Common Stock on the effective date of the Merger, all in accordance with the Merger Agreement. Stock option to buy 1,756,800 shares was granted as an inducement award pursuant to 2017 Omnibus Incentive Plan. Fifty percent of this option was scheduled to vest in five equal annual installments beginning on December 21, 2019, subject to continued employment. The remaining fifty percent was scheduled to vest in five equal installments beginning on December 21, 2019 based on attainment of performance objectives to be established by the board of directors on an annual basis, subject to continued employment. This option was converted in the Merger into an option to purchase shares of FNF Common Stock, all in accordance with the Merger Agreement. Stock option to buy 1443200 shares was granted as an inducement award pursuant to 2017 Omnibus Incentive Plan. Fifty percent of this option was scheduled to vest in five equal annual installments beginning on December 21, 2019, subject to continued employment. The remaining fifty percent was scheduled to vest in five equal installments beginning on December 21, 2019 based on attainment of performance objectives to be established by the board of directors on an annual basis, subject to continued employment. Stock option to buy 613,476 shares was granted as an inducement award pursuant to the 2017 Omnibus Incentive Plan. Fifty percent of this option was scheduled to vest in three equal annual installments beginning on March 15, 2021 based on attainment of specified return on equity performance metrics, subject to continued employment. The remaining fifty percent was scheduled to vest in five equal installments beginning on March 15, 2020 based on attainment of specified minimum stock prices, subject to continued employment. /s/ Tessa Cantonwine, Attorney-in-Fact 2020-06-03