Material Event – Form 8-K

On November 16, 2023, Argo Group International Holdings, Ltd., a Bermuda exempted company limited by shares (the "Company"), completed its previously announced merger with BNRE Bermuda Merger Sub Ltd. ("Merger Sub"), a wholly owned subsidiary of Brookfield Reinsurance Ltd. ("Brookfield Reinsurance"). Pursuant to the Agreement and Plan of Merger, dated as of February 8, 2023, by and among the Company, Merger Sub and Brookfield Reinsurance, and the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended (the "Companies Act"), by and among the Company, Merger Sub and Brookfield Reinsurance, dated as of November 16, 2023, Merger Sub merged with and into the Company in accordance with the Companies Act (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Brookfield Reinsurance (such entity, the "Surviving Company").

Following the completion of the Merger, on November 30, 2023 (the "Effective Date"), the Surviving Company discontinued as a Bermuda exempted company limited by shares pursuant to Section 132G of the Companies Act and registered by continuation as a corporation in the State of Delaware under the Delaware General Corporation Law ("DGCL") as if the Surviving Company had been incorporated under the laws of the State of Delaware (the "Redomestication"). In connection with the Redomestication, the Surviving Company changed its name from Argo Group International Holdings, Ltd. to Argo Group International Holdings, Inc. and adopted a new certificate of incorporation and bylaws, copies of which are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. The certificate of incorporation and bylaws are effective as of the Effective Date. As of the Effective Date, the Company has also changed the location of its principal executive offices to 501 7th Avenue, 7th Floor, New York, New York 10018. There have been no changes to the Company's directors and officers as a result of the Redomestication.

The terms, rights, restrictions and qualifications of the Surviving Company's 7.00% Resettable Fixed Rate Preferred Stock, Series A, par value $1.00 per share (the "Series A Preferred Shares") are set forth on Exhibit A to the certificate of incorporation. The rights of the holders of the Series A Preferred Shares and the related depositary shares, each representing a 1/1000th interest in the Series A Preferred Shares (the "Depositary Shares") have not been materially modified other than to the extent the DGCL differs from the Companies Act and with respect to certain tax consequences, which are described under Item 8.01 of this Current Report on Form 8-K and are incorporated in this Item 3.03 by reference. There has been no change to the terms of the 6.500% Senior Notes due 2042 issued by Argo Group U.S., Inc. and the Guarantee with respect thereto (the "Senior Notes"). Upon effectiveness of the Redomestication, the Surviving Company's CUSIP number relating to its Series A Preferred Shares changed to 040128 407 and the Company's CUSIP number relating to its Senior Notes changed to 040130 106.

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Argo Group International Holdings Ltd. published this content on 01 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 December 2023 21:12:15 UTC.