Result of General Meeting
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Further to the announcement by Third Point Investors Limited (the "Company") on 25 July 2025 in relation to the publication of a circular (the "Circular"), including the notice of an extraordinary general meeting ("EGM"), the Company announces that, at the EGM held earlier today, the resolutions (the "Resolutions") seeking approval for the acquisition of Malibu Life Reinsurance SPC (the "Acquisition") and certain related matters were put to the Company’s shareholders and were duly passed on a poll vote.
Voting results of the Extraordinary General Meeting
| Total votes for | Total votes against | Total votes cast | Votes withheld | |||
|---|---|---|---|---|---|---|
| Resolutions | Votes | % of votes cast* | Votes | % of votes cast* | Votes** | Votes |
| Ordinary Resolution | ||||||
| Resolution 1 | 7,531,024 | 66.67 | 3,764,398 | 33.33 | 11,311,924 | 16,502 |
| Resolution 3 | 7,547,399 | 66.83 | 3,745,859 | 33.17 | 11,311,924 | 18,666 |
| Resolution 8 | 8,046,026 | 68.29 | 3,735,845 | 31.71 | 11,802,524 | 20,653 |
| Special Resolution | ||||||
| Resolution 2 | 19,126,011 | 83.58 | 3,758,398 | 16.42 | 22,906,911 | 22,502 |
| Resolution 4 | 19,142,386 | 83.63 | 3,745,859 | 16.37 | 22,906,911 | 18,666 |
| Resolution 5 | 19,933,958 | 85.26 | 3,447,051 | 14.74 | 23,397,511 | 16,502 |
| Resolution 6 | 19,707,325 | 84.30 | 3,671,520 | 15.70 | 23,397,511 | 18,666 |
| Resolution 7 | 19,705,691 | 84.29 | 3,673,961 | 15.71 | 23,397,511 | 17,859 |
* Rounded to two decimal places
** Votes ‘for’ and ‘against’ are expressed as a percentage of the total votes received
Votes ‘withheld’ are not a vote in law and have not been counted in the calculation of the votes ‘for’ and votes ‘against’ a Resolution or the total number of votes validly cast.
The Board of the Company takes seriously its responsibility to understand the different perspectives of Shareholders and recognises that a number of Shareholders did not vote in favour of the Resolutions. The Company has engaged with Shareholders representing a range of views in connection with the Acquisition and, as the Company works towards completion of the Acquisition, the Company intends to continue to engage with Shareholders in what the Board believes will be an exciting new chapter for the Company as it transitions to a resinsurer and seeks to scale the business to deliver value to Shareholders going forward.
The full text of the Resolutions is set out in the Notice of Extraordinary General Meeting in Part XIII ("Notice of Extraordinary General Meeting") of the Circular which is available for inspection on the Company’s website https://www.thirdpointlimited.com/strategy-review.
This announcement is made in accordance with the requirements of UKLR 6.4.2R and UKLR 6.4.13R. A copy of all resolutions passed as special business at the meeting held today will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
In accordance with UKLR 6.4.6R and as previously notified in the Circular, following approval of the Acquisition by shareholders at the EGM, Claire Whittet and Huw Evans will retire from the Board effective today and the resolutions to reappoint them at the annual general meeting of the Company earlier today were withdrawn. The Board would like to take this opportunity to thank Claire and Huw for their respective contributions to the Company and to wish them well for their future plans.
The Company's announcement on 25 July 2025 included an indicative timetable based on the Company's current expectations for the implementation of the Proposals. The Company expects to make a further update following satisfaction of Conditions to the Acquisition and determination of the Calculation Date.
Rupert Dorey, Chairman of the Board of Third Point Investors Limited said:
“Following extensive consultation with our shareholders, the Board is delighted that a significant majority agree that the combination with Malibu represents a unique opportunity to bring a high-quality reinsurance platform to the London market that has the potential to deliver superior value for investors.
Throughout this process the Board has been fully cognisant of its duty to the Company and its shareholders as a whole. This required an innovative solution that broke from the status quo, had the opportunity to deliver superior value for all shareholders, and that could succeed in winning the support of investors given the conflicting points of view. The Board is confident it has found that balance through a thorough, transparent and independent process, and on behalf of shareholders is genuinely excited by the potential within Malibu.
We now look forward to completing the Acquisition and are firmly focused on scaling the platform for success over the coming period.”
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