This First Supplement provides updated information with respect to
the 2022 Annual General Meeting of Shareholders (the “Annual General Meeting”) of SiriusPoint Ltd. (the “Company”)
to be held on May 19, 2022.
On or about April 14, 2022, the Company sent the notice of the
Annual General Meeting and Proxy Statement (“Proxy Statement”) for the Annual General Meeting. The Company filed the Proxy
Statement on Schedule 14A with the U.S. Securities and Exchange Commission (the “SEC”) on April 14, 2022. This First
Supplement contains important information about recent developments and replaces and supersedes any inconsistent information set forth
in the Proxy Statement.
PROPOSAL 1: ELECTION OF DIRECTORS
On May 17, 2022, the Company announced that Siddhartha (Sid) Sankaran,
Chairman of the Board of Directors of the Company (the “Board”) and Chief Executive Officer, resigned from the Company to
pursue other opportunities. In addition, Mr. Sankaran resigned from the Board effective as of the close of business on May 16,
2022. Accordingly, he will not stand for re-election at the Annual General Meeting. As a result, Mr. Sankaran’s name has been
withdrawn from nomination for re-election to the Board. The Board has determined that no other nominee for election at the Annual General
Meeting will be named in place of Mr. Sankaran.
Sharon M. Ludlow has been appointed interim Chair by the Board and,
because Ms. Ludlow is an independent director, Rafe de la Gueronniere will no longer serve as Lead Independent Director.
This development does not affect the Board’s nomination of Rafe
de la Gueronniere and Sharon M. Ludlow for election as Class III directors at the Annual General Meeting.
The Board unanimously recommends that you vote “FOR”
the election of each of the Class III director nominees to the Board.
VOTING MATTERS
Other than Mr. Sankaran, the nominees for election to the Board
named in the Proxy Statement will stand for election at the Annual General Meeting. Notwithstanding Mr. Sankaran’s withdrawal,
the proxy card or voting instruction form distributed with the Proxy Statement remains valid and the Company will not distribute a new
form of proxy card. If you have already returned your proxy card or provided voting instructions, you do not need to take any action unless
you wish to change or revoke your vote. Proxy cards and voting instruction forms already returned by shareholders will remain valid and
will be voted at the Annual General Meeting unless superseded or revoked.
Shares represented by proxy cards or voting instruction forms returned
before the Annual General Meeting will be voted with respect to the nominees as instructed on the proxy card or voting instruction form,
except for votes or voting instructions with respect to Mr. Sankaran, which will be disregarded because he is no longer standing
for re-election.
None of the other agenda items presented in the Proxy Statement are
affected by this First Supplement, and shares represented by proxy cards or voting instruction forms returned before the Annual General
Meeting will be voted with respect to all other matters properly brought before the Annual General Meeting as instructed on the proxy
card or voting instruction form.
If you have not yet returned the proxy card distributed by the Company
or submitted your voting instructions, please complete the proxy card or submit voting instructions as soon as possible, disregarding
Mr. Sankaran’s name as a nominee for election as a director.
Information on how to vote your shares, or change or revoke your prior
vote or voting instructions, is available in the Proxy Statement. If you have already submitted your proxy card, you do not need to take
any action unless you wish to change or revoke your vote.
Please vote your shares promptly by using the Internet or the telephone
by following the instructions set forth on your proxy card. If you hold shares through a broker (i.e., in street name), you have the right
to direct your broker how to vote your shares. Please contact your broker directly if you have questions about how to provide such instructions.
Your
vote is very important. Even if you plan to attend the Annual General Meeting, we request that you vote your shares as soon as possible.
Attending the Annual General Meeting will not revoke your proxy unless you specifically request it to be revoked.
Resignation Agreement
In connection with his
resignation, the Company and Mr. Sankaran have entered into a resignation agreement, dated May 16, 2022. Under the
resignation agreement, the Company and Mr. Sankaran have agreed that Mr. Sankaran will make himself available through
August 16, 2022 to provide post-resignation services to the Company, and in consideration of these services, the Company has
agreed to pay Mr. Sankaran a fee of $250,000. At the end of this transition period, the Company and Mr. Sankaran have
agreed that Mr. Sankaran will be relieved of his non-competition obligations under the employment agreement to which the
Company and Mr. Sankaran are parties, dated as of February 15, 2021, and, in consideration of this relief, Mr. Sankaran
has agreed to enhanced protections relating to the solicitation and hiring of certain key Company personnel. Under the resignation
agreement, the Company and Mr. Sankaran continue to be bound by the non-disparagement provisions in Mr. Sankaran’s
employment agreement, and the Company and Mr. Sankaran have also provided each other with mutual releases of claims. In
consideration of these releases and the other commitments made by Mr. Sankaran in the resignation agreement, the Company has
agreed to pay Mr. Sankaran $4,000,000 in a cash lump sum payment and to provide Mr. Sankaran and his eligible dependents
with continued medical and life insurance benefits. In addition, the Company has permitted Mr. Sankaran to retain 787,460
restricted common shares of the Company and 409,483 Company stock options (which will remain exercisable through the end of the
three year period following Mr. Sankaran’s resignation), all of which will now vest over the two years following his resignation, and
the remaining 509,657 restricted shares and 635,615 options held by him, and all of his previously granted 229,247 performance-based
restricted share units, will be forfeited. The foregoing description of the resignation agreement is qualified in its entirety by
the terms and conditions of the resignation agreement, a copy of which was attached as Exhibit 10.1 with the Current Report on
Form 8-K filed on May 17, 2022.
Services Agreement
The Company and Mr. Malloy
have agreed that, in consideration of Mr. Malloy’s services, he will be paid an annual base salary of $850,000, with a minimum
salary of $425,000 if Mr. Malloy’s services are for less than six months. Mr. Malloy will also have a target cash annual
bonus opportunity for fiscal 2022 of $425,000 (assuming six months of service) or $850,000 (if Mr. Malloy’s service is longer
than six months in duration). Mr. Malloy will also be granted restricted Company common shares having a grant date value of $1,000,000,
which will vest upon the start date of Mr. Malloy’s successor (or, if earlier, a termination without cause or a resignation
with good reason). Mr. Malloy will also be provided with housing (or reimbursement for housing) in Bermuda for a duration of not
less than one year. The foregoing description of the services agreement is qualified in its entirety by the terms and conditions of Mr. Malloy’s
services agreement with the Company, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for
the period ended June 30, 2022.
ADDITIONAL MATTERS
On May 17, 2022, Joshua L. Targoff resigned from the Board
and the Risk and Capital Management Committee, effective 24 hours following the conclusion of the Annual General Meeting. To fill
the vacancy to be created by Mr. Targoff’s resignation, on May 17, 2022 the Board appointed Daniel S. Loeb to the Board
as a Class II director, to be effective immediately following Mr. Targoff’s resignation. Mr. Loeb was also
appointed to the Risk and Capital Management Committee and the Investment Committee effective on the same date.
This First Supplement is first being made publicly available to our
shareholders on or about May 17, 2022. You may access an electronic copy of this First Supplement, the Proxy Statement, the Notice
of Annual General Meeting, the form of proxy and the Company’s Annual Report on Form 10-K for the year ended December 31,
2021 at www.proxyvote.com.
If you have any questions, require assistance in voting your proxy
card, or need additional copies of the Company’s proxy materials, please contact Georgeson LLC at the address or phone numbers listed
below:
| Address |
Shareholders, Banks and Brokers |
| Georgeson LLC |
Call toll-free: 877-668-1646 |
| 1290 Avenue of the Americas |
Outside the United States: +1 (781) 575-2137 |
| 9th Floor |
siriuspoint@georgeson.com |
| New York, New York 10104 |
|
Additional Information and Where to Find It
The Company has filed a definitive proxy statement and a form of
associated proxy card with the SEC in connection with the solicitation of proxies for the Annual General Meeting. THE
COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT FILED WITH THE SEC ON APRIL 14, 2022,
TOGETHER WITH THIS PROXY SUPPLEMENT. The
Company’s shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and
other documents filed by the Company with the SEC free of charge at the SEC’s website at www.sec.gov. Copies will also be
available free of charge at the website at www.siriuspt.com.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers are
participants in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the
Annual General Meeting. Information about the Company’s directors and executive officers is available in the Company’s definitive
proxy statement filed with the SEC on April 14, 2022 and this First Supplement filed with the SEC on May 17, 2022, each with
respect to the Annual General Meeting.