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) INVESTOR PRESENTATION September 2018
DISCLAIMER IMPORTANT INFORMATION This presentation is for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Proposed Transaction”) between Easterly Acquisition Corp. (“Easterly”) and Sirius International Insurance Group, Ltd. (“Sirius Group” or the “Company”). The information contained in this presentation does not purport to be all inclusive. The data contained herein is derived from various internal and external sources. The information contained in this presentation is not, and should not be assumed to be, complete and does not present all the information that investors may require or desire in considering the Proposed Transaction. It is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transaction. Any data on past performance or modeling contained in this presentation is no indication as to future performance. Neither Easterly nor Sirius Group assume any obligation to update the information in this presentation. No securities commission or securities regulatory authority or other authority in the United States or any other jurisdiction has 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 solicitation 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 shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or in a transaction exempt from the registration requirements of that Act. ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication relates to a proposed business combination (the “Proposed Transaction”) between Easterly and Sirius Group and may be deemed to be solicitation material in respect of the Proposed Transaction. Easterly previously filed with the SEC reports on Form 8-K regarding the Proposed Transaction contemplated by the Merger Agreement, which included the Merger Agreement and the Amendment to the Merger Agreement as exhibits thereto. All parties desiring details regarding the Proposed Transaction, including the Merger, are urged to review these documents, which are available at the SEC’s website (http://www.sec.gov) The Proposed Transaction will be submitted to the stockholders of Easterly for their approval. In connection with the Proposed Transaction, Sirius Group has filed with the SEC a Registration Statement on Form S-4 that included a proxy statement of Easterly and a prospectus of Sirius Group. This communication is not a substitute for the Registration Statement on Form S-4 or any other documents that Sirius Group or Easterly may file with the SEC or that Easterly may send to its stockholders in connection with the Proposed Transaction. After the Registration Statement on Form S-4 is declared effective, Easterly will mail a definitive 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 business combination and related transactions. This communication does not contain all the information that should be considered concerning the Proposed Transaction, including relevant risk factors included in the preliminary proxy statement/prospectus. It is not intended to provide the basis for any investment decision or any other decision in respect to the Proposed Transaction. Easterly stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus, the amendments thereto, and the definitive proxy statement/prospectus (including any documents incorporated by reference therein), as these materials will contain important information about Sirius Group, Easterly and the Proposed Transaction. Investors and stockholders can obtain free copies of the preliminary proxy statement/prospectus and other documents filed with the SEC by Sirius Group and Easterly 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 once it is available from Sirius Group and Easterly by accessing Sirius Group’s website at www.siriusgroup.com and Easterly’s website at www.easterlyacquisition.com. CERTAIN INFORMATION This presentation includes information based on independent industry publications and other sources. Although we believe that the data presented is reliable, we have not independently verified such information. You should not construe the contents of this presentation as legal, accounting, business or tax advice and you should consult your own professional advisors as to the legal, accounting, business, tax, financial or other matters contained herein. None of Easterly, Sirius Group, nor any of their respective affiliates, directors, officers, management, employees, representatives and advisors makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the information contained herein, or any other information (whether 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 officers, may be deemed participants in the solicitation of proxies of Easterly stockholders in respect of the Proposed Transaction. Information about the directors and executive officers of Easterly and Sirius Group and more detailed information regarding the identity of all potential participants, and their direct and indirect interests, by security holdings or otherwise, is set forth in the proxy statement / prospectus that forms a part of Sirius Group’s Registration Statement on Form S-4. Investors may obtain additional information about the interests of such participants by reading such proxy statement/prospectus. FORWARD-LOOKING STATEMENTS This communication contains “forward-looking statements,” including statements relating to the expected closing of the Proposed Transaction and business prospectus of the combined company following the Proposed Transaction. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “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 Easterly, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects and speak only as of the date of such statement. 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. For Sirius Group, 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 Proposed Transaction; the ability to recognize the anticipated benefits of the Proposed Transaction; and costs related to the Proposed Transaction and Sirius Group’s status as a publicly traded company. For Easterly, these risks and uncertainties include, but are not limited to, the successful combination of Easterly with Sirius Group’s business; amount of redemptions; the ability to retain key personnel; and the ability to achieve stockholder and regulatory approvals and to successfully close the transaction. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Sirius Group and Easterly prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Additional information on these and other factors that may cause actual results and performance to differ materially is included in Easterly’s periodic reports filed 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 in Sirius Group’s Registration Statement on Form S-4 filed with the SEC. Copies may be obtained by contacting Easterly or Sirius Group, as appropriate, or by visiting www.sec.gov. Except to the extent required by applicable law or regulation, Sirius Group and Easterly undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events. PROJECTIONS Any estimates, forecasts or projections set forth in this presentation have been prepared by Sirius Group and/or Easterly management in good faith on a basis believed to be reasonable. Such estimates, forecasts and projections involve significant elements of subjective judgment and analysis as well as risks (many of which are beyond our control). As such, no representation can be made as to the attainability of our forecasts and projections. Investors are cautioned that such estimates, forecasts or projections have not been audited and have not been prepared in conformance with generally accepted accounting principles. For a listing of risks and other factors that could impact our ability to attain our projected results, please see “Forward-Looking Statements” above. Please refer to slides 50 and 51 for key assumptions underlying projections. USE OF NON-GAAP FINANCIAL MEASURES This communication includes non-GAAP financial measures. Definitions of these non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included elsewhere in this communication. 2
TABLE CONTENTS OF Introduction to Sirius Group 4 Consolidated Financial Overview 18 Transaction Overview and Timing 25 Appendix 29 3
INTRODUCTION TO SIRIUS GROUP
INTRODUCTION PRESENTERS TO Allan Waters Chairman and Chief Executive 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 Kip Oberting President and Chief Financial Officer Monica Cramér Manhem Chief Operating Officer Sirius Group CFO since 2016 Sirius International (Stockholm) CEO since 2014 CFO of Montpelier Re (2004-2008) Chairperson of Sirius Bermuda since 2016 First joined WTM in M&A role in 1995 First joined Sirius Group in 1985 Avshalom Kalichstein Chief Executive Officer and Director Managing Principal of Easterly LLC Over $50bn of executed transaction value in financial services 5
INVESTMENT HIGHLIGHTS Track record of strong public company shareholder returns: proactive, owner-oriented capital management; profit-oriented underwriting culture; accretive M&A execution Proven Leadership Unique Underwriting Franchise European, U.S., A&H, and diversifying suite of insurance and reinsurance businesses, consistently delivering average 5% combined ratio outperformance relative to industry 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 Heavy Specialty Growth Focus Sirius Group is scaling up, expecting 17% earnings CAGR from 2018E – 2020E 6
FOUNDATION FOR OUTPERFORMANCE AND GROWTH Sirius Group punches above its weight and is positioned to scale up and grow profitably (1) Includes impact of WTM sale to CMIG; Operating return without impact is 13%. 7 Global Toolkit European PaperU.S. Admitted and Non-Admitted PaperBermudian PaperLloyd’s Paper Proven Strategic Execution 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 Superior Underwriting Franchise World-class underwriting team with proven results –Property franchise –A&H franchise Disciplined and opportunistic growth
DIFFERENTIATED BUSINESS PROFILE Sirius Group is favorably positioned across complementary business segments Sirius Group Reporting Segments Gross Premiums Written Run-Off & Other 1% • 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 Global Property • • Specialty & Casualt 17% Global Property 55% Global A&H 27% • 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 Global A&H • 2018E: $1.9bn Composite Result And Related Net Fee Income(1) Run-Off & Other • Several complementary lines including: Aviation & Space, Trade Credit, and Marine Contains primary growth lines: Primary Surety & Environmental and Casualty & Long-Term Life Reinsurance Evaluating opportunistic life reinsurance blocks sized $100mm+ Specialty & Casualty 3% Specialty & Casualty 13% • • Global Property 59% Global A&H 25% Run-Off & Other (Sirius Global Solutions) • Dedicated team with proven results acquiring and managing legacy liabilities Complements Sirius Group’s core, shorter-tailed businesses • 2018E: ~$360mm (1) Net Premiums Earned and MGU net fee income less allocated loss and loss adjustment expenses and insurance acquisitions expenses. 8
UNIQUE EUROPEAN FRANCHISE Sirius Group’s market-leading European (re)insurance operations distinguish it from its Bermuda peers 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 Toronto New York Gl Bermuda Shanghai Miami 73 year history with client loyalty and lower price elasticity Labuan Singapore GPW of $0.8bn(1) Sydney 86% combined ratio since 2004 Scalable Lloyd’s platform with 2018 stamp capacity of ~£102mm (1) Year ended 12/31/17. 9 Stockholm Head office LondonHamburg Liege Zurich astonbur y
SUPERIOR DISTRIBUTION AND LOCAL RELATIONSHIPS Sirius Group maintains a more diversified distribution network and is less reliant on the large brokers compared to its peers Overview Significant focus on local and regional relationships: Nearly 2,000 clients in over 140 countries and with over 7,000 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 By Geography(1) By Intermediary AON / Benfield 22% Other 41% Americas 41% Europe 59% G Carp ter 1 WT Butler 10% Willis Group 9% 2017 Gross Written Premiums: $1.4bn Source: Company materials. (1) Europe represents Sirius International and Americas represents Sirius America and Sirius Bermuda. All figures are before intercompany reinsurance. 10
PERSISTENT AND DEEP CLIENT RELATIONSHIPS Sirius Group’s 73 year history and its commitment to clients result in a book of business with high client retention Long-Term Customer Relationships 29% of book 20+ years <10 years 25% of book 10-20 years 11 Sirius Group’s longevity and depth of client relationships are unique among Bermuda peers
SIRIUS GROUP’S STRONG BRAND & MARKET RECOGNITION Sirius Group is respected for its deep underwriting history, broad geographical reach, and distinct distribution and specialty capabilities 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 Community Feedback “Great partner for catastrophe business” “Leading go-to market for A&H products” Sirius further ranked #1 on commerciality and quoting, #2 on pricing, and #7 on capacity provided in the region “One of Allianz Re’s top 10 capacity providers” 2014: Awarded best reinsurer (with GWP <$2bn) for innovation in Europe by Intelligent Insurer “Sirius is the only reinsurer on Cigna’s worldwide health reinsurance program” 2012: A&H survey of London market underwriters ranks Sirius Group as #1 (together with two other syndicates) “WT Butler solely uses Sirius in the London market” “Sirius is one of the main leaders for Hiscox on their proportional U.S. property business influencing commission terms” 2011: Sirius International ranked #1 globally for underwriting & customer service in Willis published qualitative index 12
SUPERIOR RELATIONSHIPS PROTECT MARGIN IN SOFT MARKETS 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 3.0% 2.5% 2.4% 2.0% 2.0% 1.9% 1.5% 1.0% 0.5% 0.0% 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 Source: Marsh McLennan Survey and Company. 13 Insurance Industry (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%) Average 2.1% 1.7% 1.5% 1.3% 1.2% 0.9% 0.5% 0.4% 1.7% 1.5% 1.2% 0.9% 0.1%
BEST-IN-CLASS A&H PLATFORM 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 (1) Excludes transaction-related gains and expenses. 14
SUPERIOR GROWTH IN UNIQUE AND SPECIALIZED CLASSES Recent and ongoing franchise investments are expected to drive significant diversifying premium growth Lines of Business Capital Utilization • Property Cat Excess Property per Risk Pro Rata Property Direct Facultative • • • • Agriculture Aviation & Space Trade Credit Marine High (driven by property) Core Business • • Proven Growth Engine • • Accident & Health MGUs Low • • • • Casualty Reinsurance Primary Surety Primary Environmental Long-term Life Reinsurance Growth Initiatives Low 15
MEANINGFUL BENEFITS OF DIVERSIFICATION Sirius Group offers a complementary suite of insurance products that provide diversification and capital efficiency Gross Premiums Written by Reporting Segment Run-Off & Other <1% Run-Off & Other <1% Only 15% of total GPW represents Property Cat Specialty Casualty 17% Specialty & Casualty 24% Global Property 51% Global Property 55% A&H 27% Global A&H 24% 2018E: $1.9bn 2020E: $2.3bn Capital Efficiency of Diversification(1) (2) BSCR (Pre-Diversification) Diversification Benefit Required Capital (1) Sirius Bermuda, top operating company, as of 12/31/17. (2) Bermuda Solvency Capital Ratio 16 $1,756 $902 49% Diversification Benefit $854
INVESTMENT PORTFOLIO Sirius Group employs a total return, opportunistic investment approach Current Investment Portfolio Currently conservatively allocated Bulk of the fixed income portfolio is deployed with 3rd party global managers Out of $3.6 billion cash and investments, Sirius Investment Advisors “in-house” manages ~$900mm Duration is 2.1 years and average credit rating is AA Target Investment Portfolio 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 Asset Allocation: Fixed Income Quality: This would represent ~35% of the total investment portfolio Fixed Income Alternatives & Other Funds 5% BBB 8% 7% Equity Securities 8% NIG 4% A 13 AA 7% Cash 4% Fixed Income 76% AAA 68% Total: $3.6 billion(1) (1) As of 6/30/2018. Includes certain reclassifications from GAAP presentation. 17
CONSOLIDATED FINANCIAL OVERVIEW
CONSISTENT HIGH PERFORMANCE Sirius Group has demonstrated consistent and prudent underwriting growth Strong underwriting growth… ...and prudent underwriting… Combined Ratio Avg. Combined Ratio (1) Net Earned Premium ($ in millions) Gross Written Premium Combined Ratio Combined Ratio ex. Cat 107.6% $2,281 $2,065 94.0% $1,887 89.3% 88.2% 86.5% 89.9% 85.1% $847 2014A 2015A 2016A 2017A 2018E 2019E 2020E 2014A 2015A 2016A 2017A 2018E 2019E 2020E …driving strong ROE… …and Earnings Cash ROE(2) 16.5% Cash Earnings(2) ($ in millions) (3) Normalized Operating Return $265 13.7% $213 $206 $186 $194 12.2% 11.7% 11.4% (2.9%) (5.9%) ($58) 2014A 2015A 2016A 2017A 2018E 2019E 2020E 2014A 2015A 2016A 2017A 2018E 2019E 2020E Average Undeployed Capital (4) ($mm): $916 $1,063 $1,170 $790 (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 48 reconciliation). Return on equity based on opening common 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 51 for reconciliation. (4) Sirius Group’s internal estimate of average undeployed capital per most conservative rating agency view, net of safety buffer of $200mm. 19 10.1%10.4% 7.6% 0.9% $19 $1,439 $1,661 $1,269 $1,137 $1,161 $1,478 $1,253 $1,035 $874 $890 76.5% 82.6% 81.8% 82.6% 80.7% 79.5% 79.3% 69.8%
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 Key Capital and Leverage Metrics June 30, 2018 Owner-oriented capital management Sirius Group anticipates deploying capital into: Total GAAP Capital(1) $3.1bn Capital Profile Strategy Medium Low Low Low Risk Assets Long-Term Life Reinsurance Primary Direct A&H & Other Organic Growth Redundancy(2): Bermuda Solvency Capital Requirement $1.1bn Anticipate a market dividend yield (~1.75% in near-term) Proactive and opportunistic share repurchases can add significant value over time • 3.65% (3) (SEK - 3 month STIBOR + 4% ) due 2047 Subordinated Debt (Tier 2 Capital) • No financial covenants; mandatory deferral in Enhanced Capital Requirement event; optional deferral 75% of GAAP common equity Risk Tolerance (1) GAAP capital plus $261mm GAAP Deferred Tax on Safety Reserve, consistent with Swedish regulatory treatment. (2) As of 12/31/2017. (3) Reflects rate at 6/25/2018. 20 Investment Portfolio • 4.6% (USD) due 2026 Senior Debt • No financial covenants or mandatory deferral Rating Agency Excess Capital>$0.6bn Total Financial Leverage(1) 26% GAAP common equity$2.0bn
ROE DECONSTRUCTION 2019 cat load above 2018 projections Net earned premium momentum, +$218mm (+21%), 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 Corporate and underwriting expenses increase at an inflationary rate 2.1% 10.4% 10.1% 3.5% 2018E Cash ROE Cat Load Adjustment Underwriting Deployment Investments and F/X Other 2019E (1) (1) Cash ROE ROE Note: Assumes no changes in current financial leverage. Return on equity based on opening common equity. Projections reflect normal course capital management activity (dividends and share repurchases) to manage overall capital levels within operating targets. (1) Excludes $15.8mm of non-cash amortization expense associated with IMG and Armada acquisitions. ROE calculations based on common equity. 21 GAAP9.3%(3.2%)3.5%2.1%(2.0%)9.7% (2.1%) (3.2%) Other Investments Underwriting Deployment Cat Load Adjustment
SELECTED HISTORICAL AND PROJECTED OPERATING FINANCIALS ($ in millions, derived from audited financial statements) Projected Capital Return to Shareholders (2) $7 $91 $94 (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 48 reconciliation). (2) Forecast figures reflect projected dividends and share repurchases. (3) Standard industry definition, not audited. (4) 2014A balance sheet not audited at this level. 22 Balance Sheet Items Historical Forecast 2014A(4)2015A2016A2017A 2018E2019E2020E Total Cash and Investments$3,290$3,678$3,815$3,604 $3,665$3,833$4,073 Goodwill and Intangibles15105617 601585569 Total Assets$5,192$5,092$5,167$5,824 $6,189$6,597$6,951 Loss and LAE reserves$1,810$1,644$1,620$1,899 $1,920$2,150$2,282 Debt403403396723 696696696 Total Liabilities$3,179$2,883$2,927$3,800 $4,004$4,304$4,502 Total Shareholders' Equity (2)$2,013$2,209$2,239$2,023 $2,185$2,293$2,448 Total Liabilities and Equity5,1925,0925,1675,824 6,1896,5976,951 Total Insurance Float (3)$1,566$1,357$1,315$1,427 $1,427$1,472$1,540 Income Statement Items Historical Forecast 2014A2015A2016A2017A 2018E2019E2020E Gross Premiums Written$1,137$1,161$1,269$1,439 $1,888$2,065$2,281 Net Earned Premiums8748478901,035 1,2531,4781,661 Underwriting Profit20512753(79) 169158196 Investment Yield Income41405657 435657 Cash Earnings (1)18620619(58) 194213265 GAAP Combined Ratio77%85%94%108% 87%89%88%
PEER GROUP OPERATIONAL BENCHMARKING Sirius Group’s growth and return profile is attractive relative to that of most of its public comparable companies ’18E-’19E Revenue Growth 7.0% 6.2% 2.5% Holdings Holdings 48.7% 43.7% ’18E-’19E Net Income Growth 9.9% 7.6% Beazley Group Everest Re Hiscox Lancashire Arch Capital Group AXIS Capital RenaissanceRe 17.2% 13.4% 12.1% 10.9% 10.9% 10.4% 10.3% 9.7% 9.3% 2019E ROE (3) Holdings Holdings 2019E ROATCE (3) Holdings Holdings Source: Sirius Group provided materials, FactSet, SNL, Easterly analysis. Market data as of 9/10/2018. Note: Sirius’ net income / returns above are “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 48 reconciliation). (1) If non-cash amortization expense is included, 2018E-19E Net Income Growth would be 10.8% and 2019E ROE would be 9.7%. (2) Tangible Common Equity adjusted for 6/30/2018E Deferred Tax Liability of $261mm. If non-cash amortization expense is included and Tangible Common Equity is not adjusted for the Deferred Tax Liability, 2019E ROATCE would be 13.2%. (3) ROE and ROATCE calculations based on common equity for Sirius Group. Profitability Growth 23 12.0%11.1% 18.8% 14.6%14.1% 11.1%11.0%10.3%10.0% Sirius Group (2) Peer Group Median Beazley Group Hiscox Lancashire Arch Capital Group Everest Re RenaissanceRe AXIS Capital Sirius Group (1) Peer Group Median Beazley Group Hiscox Lancashire Everest Re Arch Capital Group RenaissanceRe AXIS Capital 19.6% 7.6%6.6%6.1% Sirius Group (1) Peer Group Median -21.8% Holdings Holdings 11.1% 9.2%8.7%8.3% 7.0% 4.4% Sirius Group Peer Group Median Beazley Group Hiscox Everest Re RenaissanceRe Lancashire Arch Capital Group AXIS Capital
PEER GROUP VALUATION BENCHMARKING Sirius Group is offered to market at a significant discount to peers on a price / book, price / tangible common equity, and price / 2019E basis Price / Book 1.05x 1.04x 1.03x Holdings 2.91x 2.79x Price / Pro Forma Tangible Common Equity 19% discount to peer median 1.54x 1.28x 1.25x 1.11x 1.05x Holdings Holdings 11.4x 11.0x 10.7x Price / 2019E 8.8x Holdings Holdings Source: Sirius Group provided materials, SNL, FactSet. Market data as of 9/10/2018. (1) Sirius Group’s multiple based on 1.05x P/BV at transaction date and adjusted for 6/30/2018E Deferred Tax Liability of $261mm. If Tangible Common Equity is not adjusted for the Deferred Tax Liability, Price / Pro Forma Tangible Common Equity would be 1.47x. (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 48 reconciliation). If non-cash amortization expense is included, Price / 2019E Earnings would be 11.4x. Valuation 24 7% discount to peer median 10.6x 11.4x 17.3x 13.4x 12.6x Sirius Group (2) Peer Group Median HiscoxBeazley Group Arch Capital Group RenaissanceReLancashireAXIS CapitalEverest Re 1.57x 1.54x Sirius Group (1) Peer Group Median Beazley GroupHiscoxArch Capital GroupLancashireRenaissanceReAXIS CapitalEverest Re 22% discount to peer median 1.34x 2.65x 2.57x 1.45x 1.34x 1.20x Sirius GroupPeer Group Median Beazley GroupHiscoxArch Capital Group Lancashire Holdings RenaissanceReEverest ReAXIS Capital
TRANSACTION OVERVIEW AND TIMING
PRO FORMA OWNERSHIP SUMMARY AND SOURCES & USES OF CASH (All amounts in millions, except per share amounts) Anticipated Pro Forma Ownership at Closing(1) # of Pro Forma Sirius Group Shares % of Pro Forma Sirius Group Shares Current Sirius Group Shareholders(2) Easterly Public Shareholders Easterly Sponsor Private Placement Investors 105.9 8.3 1.0 11.4 83.7% 6.6 0.8 8.9 Total 126.6 100.0 Easterly Warrants Outstanding (EACQW) Amount Strike Price Expiration Notes Existing Public Warrants in Sirius Share Equivalent 10.00 $11.50 5 Years Redeemable when share price reaches $18.00 (existing) 5.861 $19.62 5 Years Redeemable when share price reaches $30.71 (Sirius equivalent) May tender for warrants Proposed Sources & Uses of Cash Valuation and Share Price at Close Market Capitalization (/) Total Pro Forma Sirius Group Shares Outstanding Price per Share at Trust Value $2,249 126.6 Easterly Cash in Trust $148 General Corporate Purposes(4) $337 Private Placement Proceeds(3) 202 SPAC Fees & Expenses 9 $17.77 Private Placement Fees & Expenses 4 Total Sources of Cash $350 Total Uses of Cash $350 Source: Sirius Group provided materials. Market data as of 9/10/2018. Note: Assumes 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 0.586x. See slide 34 for more detail. (2) Assumes redemption 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 proceeds are less than $350 million, Sirius Group will use other internal sources to redeem ABRY’s Preference Shares, which would reduce its shareholders equity at closing. 26 •$17.77 represents 1.05x BV multiple in Sirius Group share equivalent •In Easterly share equivalent, price per share at trust value is $10.41 •This represents a (22%) discount to peer median Valuation Uses of Cash Sources of Cash
BACKSTOP INVESTMENT Backstop Summary Terms (1) Common Share Equivalents (in the form of Additional Key Deal Points Preference shares investors will receive warrants Securities Convertible Preferred Shares) and common stock – – – 5 year term Strike price equal to 125% of the issue price Estimated warrant value less than 5% of total commitment Format Private Placement Offering Shareholder Agreement 1.05 multiplied by estimated 9/30 adjusted DBVPS At closing, CM Bermuda agreed to vote to ensure that at least a majority of the Board of Directors are Independent Directors for at least a period of 3 years After 3 years, CM Bermuda agreed to vote on mutually acceptable independent directors with an independent nominating governance committee making the ultimate decision if a conflict exists CM Bermuda also agreed to vote in favor of a sale transaction that has delivered a total return of at least 67.5% versus the issue price and that is approved by a majority of Independent Directors and 80% of Sirius Group's voting shares after the 1st anniversary of the closing of the Private Placement Shareholder agreement terminates when fewer than 25% of the preference shares are outstanding Issue Price Consistent with merger terms and common stock PIPE $213mm(2) – $205mm preferred shares – $8mm common shares Automatic conversion of preference shares if: – 30 day VWAP plus aggregate common share dividends & distributions equal or exceed 1.40x the Issue Price – And; the Conversion Shares represent less than 25% of the Public Float Notional Conversion Private Placement Investors – Pass through of common stock dividend – Step-up to 3-month LIBOR plus 400bp if preferred shares are outstanding after year 5 Preferred Dividend – Sirius can elect to reallocate $102mm of the commitment to common stock PIPE investors at its discretion Backstop Flexibility Source: Company materials. (1) Summary does not purport to be a complete description of all material terms. Refer to the form of subscription agreement, certification of designation and warrant that are filed as exhibits to the registration statement. (2) Reflects commitment amounts. 27
ILLUSTRATIVE TRANSACTION TIMELINE Timeline Statement; European Investor Meetings; Analyst Day Conduct Deal Roadshow; Hold Special Meeting of Easterly Shareholders October 28 Closing conditions: no insurance regulatory approval needed, no minimum cash condition August 30th Private Placement Announced Mid-SeptemberReceive SEC Comments on Registration Statement; File Amended Registration Late SeptemberSet Record Date / Shareholder Vote Date; Determine 3Q Estimates Early / Mid Late OctoberClose Deal
APPENDIX
EXCEPTIONAL AND DIFFERENTIATED GLOBAL PLATFORM Sirius Group operates seamlessly around-the-world with a shared culture Underwriting Culture Conservative underwriting culture 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 Extensive and durable customer relationships lead to better pricing Superior results: overall combined ratio averaging 5% outperformance versus peers from 2009 – 2017 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 30
WELL-POSITIONED TO DELIVER SHAREHOLDER VALUE Sirius Group’s franchise is uniquely situated to scale and create shareholder value in a public setting Existing Strengths Proven Leadership Ongoing Franchise Evolution Expanding underwriting teams Emerging premiums and profitability from investments in new lines of business Proactive, owner-oriented management – Unique Underwriting Franchise Capital management strategy aligns with shareholder value creation Transformative M&A capabilities – Best-in-Class A&H Platform Significant global pipeline Flexibility to source and close more deals as a public company – – Heavy Specialty Growth Focus 31 Highly differentiated platform with significant scarcity value in the global (re)insurance market
TRANSACTION STRUCTURE The Sirius Group / Easterly merger will utilize a reverse triangular merger Pro Forma Structure Transaction Steps A subsidiary of Sirius Group merges into the SPAC and the SPAC becomes a wholly-owned subsidiary of Sirius Group 1 SPAC Shareholders Sirius Group Shareholders 2 SPAC shareholders exchange their shares of the SPAC for shares in Sirius Group 2 Sirius Group (Bermuda) Easterly shareholders receive an estimated 0.586 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.) 3 3 1 Sirius Group’s common shares listed on the Nasdaq 4 4 Sirius Group lists its shares on the Nasdaq 32
PRO FORMA CORPORATE STRUCTURE China Minsheng Investment Group Corp., Ltd. (“CMIG”) (China) Three Corporate Shareholders (each owning less than 10%) (1) (1) ~82% ~18% CM International Holding Pte. Ltd. (“CMIG International”) (Singapore) Former EACQ Shareholders / (3) Private Placement Investors (2) ~16% (2) ~84% CM Berm (“CMB”) (Bermuda) Sirius International Insurance Group, Ltd. (Bermuda) 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 • • • • • • • Sirius International Group, Ltd. (Bermuda) Easterly Acquisition Corp Sirius Bermuda Insurance Company (Bermuda) Sirius International Insurance Corporation (Sweden) International Medical Group, Inc ArmadaCorp. Capital, LLC (United States (United States) (IMG) Sirius America Insurance Company (United States) rius International Sirius Global Siri Global Offices Solutions Syndicate Holdings Ltd. (Luxembourg) (United States) 1945 Registrant listed on Nasdaq Regulated Insurance Company Managing General Agency / Underwriter Note: Simplified organizational structure (1) Represents ownership of CMIG International. (2) Represents ownership of Sirius Group assuming redemption of ABRY’s Preference 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 investors. 33 usSi uda, Ltd.
ILLUSTRATIVE SIRIUS-TO-EASTERLY SHARE CONVERSION DETAILS Each share of Easterly common stock will be converted into a fraction of a Sirius common share equal to the Exchange Ratio 0.586 Exchange Ratio: 9/30/18 Adj. Sirius BVPS $16.92 1 Share of Easterly Common Stock Total Share Count (mm) Transaction Value ($mm) Equivalent Price per Share at Trust Value ($) EACQW Warrant Exercise Price ($) EACQW Warrant Knockout Price ($) 1.0 216.0 $2,249 $10.41 $11.50 $18.00 x 0.586 0.586 126.6 $2,249 $17.77 $19.62 $30.71 0.586 0.586 0.586 Total Number of Warrants (mm) 10.00 x 0.586 5.86 Source: Sirius Group provided materials. Note: Assumes no redemptions of Easterly common stock and subject to change depending on future redemption amounts, if any. (1) Based on $10.41 cash in trust per Easterly share and 1.05x forecasted 9/30/18 BVPS of $16.92. 34 Represents 1.05x Adj. Sirius BVPS Easterly Sirius Equivalent Equivalent Easterly-to-Sirius (1)
GLOBAL CORPORATE TEAM Sirius Group’s management team has extensive operational and strategic experience, including executing billions of dollars of M&A transactions 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 Monica Cramér-Manhem has been with Sirius Group affiliates since 1985 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 35
GLOBAL UNDERWRITING ORGANIZATION Sirius Group’s underwriting team has years of experience both at the company and in the overall industry 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 (1) 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. 36
SUPERIOR UNDERWRITING MARGINS Relationship-driven, granular risk portfolio, combined with prudent underwriting has delivered superior and less volatile financial results Historical Combined Ratio Outperformance vs. Industry 15.0% 10.0% 5.0% 0.0% -5.0% 2009 2010 2011 2012 2013 2014 2015 2016 2017 Reinsurance (1) Industry Average Outperformance Sirius Group Difference (1) Represents published industry results as per S&P’s global reinsurance highlights for Top 40 Reinsurers. 37 2009-201790%95%5%
GLOBAL ACCIDENT & HEALTH (RE)INSURANCE Sirius Group’s market leading Global A&H platform is a proven growth engine Line of Business Overview Global leaders across the full value chain writing $508 million of premium in 2018 • Global reinsurance platform, US primary direct book, 2 U.S. MGU’s (travel & supplemental health) Longevity – 52% of the book is from relationships of 10 years or more • Wide range of specialty products Products ranging from disability, travel medical, stop-loss, accident, and ex-pat health coverages written on a global basis • Long-term partners, high persistency with superior profitability • Decade of consistent outperformance • Competitive positioning and product offerings significantly enhanced by IMG and Armada acquisitions ($ in mm) 2017A 2018E 2019E 2020E 38 Gross W ritten Premiums $495 $508 $517 $554
SPECIALTY LINES AND CASUALTY – GROWTH INITIATIVES Sirius Group’s Specialty Lines and Casualty business segment represents attractive growth opportunities Line of Business Overview 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. Key Highlights Attracted superior talent and positioned for long term, profitable growth Complementary 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 • • • • • • 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: New leader brought success with approval by key client Security Committees such as Starr, Allied World, and AIG. Structured settlements Fixed and variable deferred annuities Complex whole / universal life and disability • Casualty Reinsurance: Treaty and excess covers Float – long duration liabilities Wrote $484 million GPW in largest year ($ in mm) 2017A 2018E 2019E 2020E 39 Gross Written Premiums $218 $332 $453 $564
RUN-OFF SERVICES – SIRIUS GLOBAL SOLUTIONS Sirius Global Solutions uniquely complements its core businesses Line of Business Overview Sirius Global Solutions: Acquire liabilities through acquisitions and LPT’s Key Highlights Since 2000 when team joined, 14 deals for >40% IRR; $101 million of reserves at 6/30/2018 • • 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 40
FINANCIAL STRENGTH RATINGS OVERVIEW Positive momentum since public listing announcement with potential further improvement upon closing 41 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 plans Changes Since Public Listing Announcement: Outlook adjusted to “stable” 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. Key Rating Considerations Continued expansion of shareholder base Continue to perform with strategic and operational plans 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 plans
REINSURANCE & RETROCESSIONAL STRATEGY Robust reinsurance and retrocessional strategy to optimize risk-adjusted underwriting returns Key Elements of Reinsurance & Retrocessional Strategy 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’) 42
NATURAL CATASTROPHES – PML SUMMARY 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) Sirius Group’s net losses represent only 0.2% of estimated $132bn of industry losses for these events Return Period Note: Net losses are after reinsurance recoveries and reinstatement premiums and before tax, consistent with peer catastrophe loss disclosures. (1) Net of reinsurance, excluding reinstatement premiums. (2) All data is presented on an net occurrence basis except Global Aggregate. 43 Sirius International Insurance Group, Ltd. Net PML Comparison (Data at 7/1/18 and $ in millions) (2) 25 Year 100 Year 250 Year Global Global Annual Aggregate $436 $694 $835 Global Wind Occurrence 207 445 585 Global Earthquake Occurrence 140 322 480 United States US Southeast Occurrence 90 320 500 US Northeast Occurrence 20 133 282 California Earthquake Occurrence 33 213 414 Europe Europe Wind Occurrence 70 165 240 Asia Japan Wind Occurrence 33 141 187 Japan Earthquake Occurrence 20 65 124 Rest of World Latin America Earthquake Occurrence 38 92 157
LOSS RESERVING PHILOSOPHY Management books reserves conservatively in keeping with its core principle to maintain a disciplined balance sheet Loss ratios for most recent underwriting years generally booked to highest of plan, pricing, and projected 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 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 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 Historical Loss Reserve Release(1) $98 ($ in millions) $64 $51 (2) $13 $1 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018E Source: Company materials. Note: (1) 2009-2011 excludes Esurance. (2) Sirius Group does not include any provision for future (un)favorable reserve development in its financial forecasts. 44 $57 $47 $48 $30 $34
SIRIUS GROUP TAX POSTURE Sirius Group’s tax efficiency is enhanced by its global legal and operating structure, deferred tax assets, and Safety Reserve Tax Posture Swedish Safety Reserve The global legal entity structure includes tax-efficient holding companies in Bermuda and the United Kingdom 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. 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 45
INDEPENDENT BOARD GOVERNANCE Sirius Group’s corporate governance to be enhanced by the transaction 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 Allan Waters (Chairman) President and CEO, Sirius Group Robert Friedman (Independent) Formerly CIO, Franklin Templeton Funds Monica Cramér Manhem Group COO, Sirius Group; President and CEO, Sirius International Insurance Corporation 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 Nasdaq listing standards will enhance Sirius Group’s existing Independent Board Governance Post-Transaction Current 46 Kernan (Kip) Oberting Group President and CFO, Sirius Group Liao (Laurence) Feng CEO, CMIG International Sandy Frucher (Independent) Vice Chairman, The Nasdaq OMX Group Member Background
CMIG OVERVIEW CMIG’s partnership with Sirius Group has benefited the organization and provided access to Asian opportunities • 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 • • • CMI Global Advisory Council – Noted Members Romano Prodi Former President of the European Commission; Former Prime Minister of Italy Dominique De Villepin Former Prime Minister of France Marek Belka Former Prime Minister Of Poland Seung Yu Kim Former Chairman of Hana Financial Group Inc. Stephen A. Orlins President of National Committee on United States-China Relations Ronald Dennis Chairman of British East Asia Council Chairman of the McLaren Group Prof. Dr. H C Roland Berger Founder and Honorary Chairman of Roland Berger Strategy Consultants Stephen Roach Former Chairman of Morgan Stanley Asia Robert Engle 2003 Nobel Laureate in Economics 47
HISTORICAL INCOME STATEMENT (U.S. GAAP, $ in millions, derived from audited financial statements except adjustments) Net Earned Premiums $847 $890 $1,035 Other Revenues (2) 9 71 Insurance Acquisitions Expenses 190 210 197 General & Administrative Expenses 27 85 92 Income Tax Expense 47 (7) 26 Net Income to Common $291 $33 ($156) Comprehensive Income Net of Accrued Preference Share Dividends 196 (34) (84) adjust: non-cash amortization expenses ---- 15 Acquisition Expense Ratio 22 24 19 GAAP Combined Ratio 85% 94% 108% 48 Other Underwriting Expense Ratio 13 12 10 Loss & LAE Ratio 50% 58% 78% Pro-Forma Comprehensive "Cash" Net Income $206 $19 ($58) adjust: one time non-recurring CMIG/WTM expenses 10 52 11 Other Comprehensive Income / (Loss) ($95) ($66) $72 Noncontrolling Interests and Other 5 (13) (20) Net Income $286 $45 ($136) Interest and Other Expenses 27 35 38 Other Underwriting Expenses 108 107 106 Loss and Loss Adjustment Expenses $423 $519 $811 Total Revenue $1,107 $995 $1,134 Total Net Investment Return (incl. f/x) 263 95 28 2015A 2016A 2017A
HISTORICAL BALANCE SHEET (U.S. GAAP, $ in millions, derived from audited financial statements) Premiums Receivable 324 395 544 Deferred Acquisition Costs 75 85 121 Goodwill and Intangibles 10 5 617 Total Assets $5,092 $5,167 $5,824 Unearned Premiums 342 398 507 Deferred Tax Liability 264 240 282 Total Liabilities $2,883 $2,927 $3,800 Minority Interests 250 251 - Total Liabilities and Equity $5,092 $5,167 $5,824 49 GAAP Total Financial Leverage25%25%30% Common Equity1,9591,9881,917 Mezzanine Equity--$106 Other Liabilities230273390 Debt403396723 Loss and LAE reserves$1,644$1,620$1,899 Other Assets436280356 Deferred Tax Asset276279244 Reinsurance Recoverable293309337 Cash and Investments$3,678$3,815$3,604 2015A2016A2017A
FINANCIAL PROJECTIONS: KEY ASSUMPTIONS Premium Growth • Organic growth in core business lines as well as the roll-out of strategic growth initiatives 1 • The financial plan does not incorporate the impact of any Life Reinsurance transactions Underwriting Assumptions 2 • • 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 • Investment Assumptions 3 Allocation Returns Investment asset composition: 2018 472 2,451 742 2019 322 2,434 1,077 2020 222 2,449 1,402 2018 (1) 0.5% 1.3% 7.7% 2019 0.5% 2.4% 7.2% 2020 0.5% 2.4% 7.2% cash, short-term & money markets fixed income securities equities and alternatives total investment assets $ $ $ $ 3,665 $ 3,833 $ 4,073 2.2% 3.3% 3.8% Other Assumptions 4 • • • 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 • • (1) The projected returns shown for 2018 represents actual results through June 30, 2018 plus six months of forecast for the last six months. Results are shown in original currencies and all periods are before investment expenses. 50
FINANCIAL PROJECTIONS: KEY ASSUMPTIONS (CONT.) Pro Forma Earnings Reconciliation Sirius Group GAAP after-tax comprehensive income / (loss) net of accrued preference shares dividends Adjust: removal of one-time WTM/CMIG costs Adjust: non-cash PGAAP amortization expense Sub-total, adjusted GAAP after-tax comprehensive income Remove actual investment, f/x and oci results Add total investment return, net of excess capital Adjustment to financing costs on capital structure After-tax adjusted pro forma comprehensive income / (loss) 2014 2015 2016 2017 $ 186 - - $ 196 10 - $ (34) 52 - $ (84) 11 15 186 (85) 67 16 206 (126) 55 18 19 (12) 57 28 (58) (94) 72 13 $ 184 $ 152 $ 91 $ (68) Opening GAAP common equity Remove excess capital, net of internal safety margin Adjusted opening common equity $ 1,627$ 1,763$ 1,959$ 1,988 (513) (651) (762) (835) $ 1,114 $ 1,112 $ 1,197 $ 1,153 Normalized Operating Return 16.5% 13.7% 7.6% (5.9%) Methodology for Adjustments to GAAP 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" Capital 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 view. 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 consistent 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 Sweden, U.S., Luxembourg and Bermuda. • • • • • • 51
