Common use of Board of Directors Recommendation Clause in Contracts

Board of Directors Recommendation. On August 6, 2020, after careful consideration and consultation with its advisors, all members of the board of directors of Sirius, which we refer to as the “Sirius board,” approved the merger agreement. Moreover, the members of the Sirius board unanimously determined that the merger and the transactions contemplated by the merger agreement are fair to, and in the best interests of, Sirius and further resolved that it is recommended to the Sirius shareholders that they vote “FOR” the merger proposal and “FOR” the Sirius compensation proposal. The Sirius board unanimously recommends that you vote “FOR” the merger proposal and “FOR” the Sirius compensation proposal. WHO MAY VOTE: The Sirius board has fixed the close of business on October 1, 2020 as the record date for the Sirius special meeting, which we refer to as the “Sirius record date.” Only holders of record of Sirius common shares, par value $0.01 per share, which we refer to as the “Sirius shares,” and holders of record of Sirius Series B preference shares, par value $0.01 per share, which we refer to as the “Sirius Series B Preference Shares,” as of the Sirius record date are entitled to receive notice of the Sirius special meeting and to vote at the Sirius special meeting or any adjournment or postponement thereof. As of the Sirius record date, there were 115,299,341 Sirius shares outstanding and 11,901,670 Sirius Series B Preference Shares outstanding. For the merger proposal and the Sirius compensation proposal, holders of Sirius shares are entitled to one vote for each Sirius share held and holders of Sirius Series B Preference Shares are entitled to the number of votes equal to the number of Sirius shares into which the Sirius Series B Preference Shares are then convertible as of the Sirius record date. As of the Sirius record date, each Sirius Series B Preference Share was convertible into one Sirius share. VOTE REQUIRED FOR APPROVAL: Your vote is very important. We cannot complete the merger without the approval of the merger proposal. If the merger proposal is not approved by the holders of the requisite number of shares, then the transaction will not occur. The presence of two or more persons present virtually at the Sirius special meeting or representing virtually or by proxy in excess of 50% of the total issued voting shares of Sirius throughout the meeting is required for a quorum. Assuming a quorum is present, approval of the merger proposal requires the affirmative vote of at least a simple majority of the total voting power of the Sirius shares (which, for this purpose, includes the Sirius Series B Preference Shares voting together with the Sirius shares as a single class). Assuming a quorum is present, approval of the Sirius compensation proposal requires the affirmative vote of at least a majority of the votes cast at the meeting or by proxy at the Sirius special meeting on the Sirius compensation proposal. To ensure your representation at the Sirius special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please submit your proxy promptly, whether or not you expect to attend the Sirius special meeting. Submitting a proxy now will not prevent you from being able to vote during the Sirius special meeting. For purposes of Section 106(2)(b)(i) of the Companies Act, the Sirius board considers the merger consideration (on a per-share basis) to represent the fair value of each Sirius share. Xxxxxx shareholders who are not satisfied that they have been offered fair value for their Sirius shares in the merger and whose Sirius shares are not voted in favor of the merger proposal may exercise their appraisal rights under the Companies Act to have the fair value of their Sirius shares appraised by the Supreme Court of Bermuda (which we refer to as the “Bermuda Court”). Sirius shareholders intending to exercise such appraisal rights must file their application for appraisal of the fair value of their Sirius shares with the Bermuda Court within one month of the giving of this notice convening the Sirius special meeting. By Order of the Sirius Board of Directors, /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Secretary Xxxxxxxx, Bermuda October 23, 2020 REFERENCES TO ADDITIONAL INFORMATION Third Point Reinsurance Ltd., which we refer to as “Third Point Re,” has filed a registration statement on Form S-4 to which this Joint Proxy Statement/Prospectus relates. This Joint Proxy Statement/Prospectus does not contain all of the information included in the registration statement or in the exhibits to the registration statement to which this Joint Proxy Statement/Prospectus relates. This Joint Proxy Statement/Prospectus also incorporates by reference important business and financial information about Third Point Re from documents previously filed by Third Point Re with the Securities and Exchange Commission, which we refer to as the “SEC,” that are not included in or delivered with this Joint Proxy Statement/Prospectus. In addition, Third Point Re files annual, quarterly and current reports, proxy statements and other business and financial information with the SEC. This Joint Proxy Statement/Prospectus and the annexes hereto, the registration statement to which this Joint Proxy Statement/Prospectus relates and the exhibits thereto, the information incorporated by reference herein and the other information filed by Third Point Re with the SEC are available for you to review through the SEC’s website at xxx.xxx.xxx or on Third Point Re’s website at xxxxx://xxx.xxxxxxxxxxxx.xxx/ in the “Investors” section. By referring to Third Point Re’s website and the SEC’s website, Third Point Re does not incorporate any such website or its contents into this Joint Proxy Statement/Prospectus. This Joint Proxy Statement/Prospectus incorporates important business and financial information about Third Point Re from other documents that are not included in or delivered with this Joint Proxy Statement/Prospectus. This information is also available to you without charge upon your request. You can obtain these documents incorporated by reference into this Joint Proxy Statement/Prospectus by requesting them in writing or by telephone from Third Point Re at the following address and telephone number: Third Point Reinsurance Ltd. Point House 0 Xxxxxxxx Xxxx Xxxxxxxx XX 00 Xxxxxxx +0 (000) 000-0000

Board of Directors Recommendation. On August 6After careful consideration, 2020, after careful consideration and consultation with its advisors, all members of the Xperi board of directors of Siriusdirectors, which we refer to as the “Sirius board,” on December 17, 2019, approved the merger agreement. Moreover, the members of the Sirius board unanimously agreement and determined that entering into the merger agreement and consummating the transactions contemplated by the merger agreement thereby are advisable, fair to, to and in the best interests of, Sirius of Xperi and further resolved its stockholders. The Xperi board of directors recommends that it is recommended to the Sirius shareholders that they Xperi stockholders vote “FOR” each of the Xperi merger proposal, the Xperi adjournment proposal and “FOR” the Sirius compensation proposal. The Sirius board unanimously recommends that you vote “FOR” the merger proposal and “FOR” the Sirius Xperi compensation proposal. WHO MAY VOTE: The Sirius board has fixed Only holders of record of Xperi common stock at the close of business on October 1April 13, 2020 as 2020, the record date for voting at the Sirius Xperi special meeting, which we refer to as the “Sirius record date.” Only holders of record of Sirius common shares, par value $0.01 per share, which we refer to as the “Sirius shares,” and holders of record of Sirius Series B preference shares, par value $0.01 per share, which we refer to as the “Sirius Series B Preference Shares,” as of the Sirius record date are entitled to receive notice of the Sirius special meeting and to vote at the Sirius Xperi special meeting or any adjournment or postponement thereofmeeting. As of On the Sirius record date, there 50,534,650 shares of Xperi common stock were 115,299,341 Sirius shares outstanding and 11,901,670 Sirius Series B Preference Shares outstanding. For the merger proposal and the Sirius compensation proposal, holders Each share of Sirius shares are Xperi common stock is entitled to one vote for each Sirius share held and holders of Sirius Series B Preference Shares are entitled to the number of votes equal to the number of Sirius shares into which the Sirius Series B Preference Shares are then convertible as of the Sirius record date. As of the Sirius record date, each Sirius Series B Preference Share was convertible into one Sirius share(1) vote. VOTE REQUIRED FOR APPROVAL: Your vote is very important. We cannot complete the merger mergers without the approval of the Xperi merger proposal. If The presence, in person or by proxy, of a majority of the shares entitled to vote constitutes a quorum, and the approval of the Xperi merger proposal is not approved by requires the affirmative vote of the holders of the requisite number a majority of shares, then the transaction will not occur. The presence of two or more persons present virtually at the Sirius special meeting or representing virtually or by proxy in excess of 50% of the total issued voting all outstanding shares of Sirius throughout Xperi common stock entitled to vote on the meeting is required for a quorumXperi merger proposal. Assuming a quorum is present, approval of the merger proposal requires the affirmative vote of at least a simple majority each of the total voting power of Xperi adjournment proposal and the Sirius shares (which, for this purpose, includes the Sirius Series B Preference Shares voting together with the Sirius shares as a single class). Assuming a quorum is present, approval of the Sirius Xperi compensation proposal requires the affirmative vote of at least a the majority of the votes cast shares present in person or represented by proxy and entitled to vote at the meeting or by proxy at Xperi special meeting. Xperi stockholders who virtually attend the Sirius Xperi special meeting on the Sirius compensation proposalvia live audio-only webcast at xxxx://xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XPER2020SM will be considered present “in person” for purposes of establishing a quorum and for all other purposes. To ensure your representation at the Sirius special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please submit your proxy promptly, whether Whether or not you expect plan to attend the Sirius Xperi special meeting. Submitting a meeting virtually via live audio-only webcast, please promptly mark, sign and date the accompanying proxy now will not prevent you from being able and return it promptly in the enclosed postage-paid envelope, or authorize the individuals named on your proxy card to vote during your shares by calling the Sirius special meetingtoll-free telephone number or by using the Internet to vote your shares before the meeting as described in the instructions included with your proxy card. For purposes If your shares are held in the name of Section 106(2)(b)(i) a broker or other nominee, please follow the instructions on a voting instruction card furnished by the record holder. By order of the Companies Act, the Sirius board considers the merger consideration (on a per-share basis) to represent the fair value of each Sirius share. Xxxxxx shareholders who are not satisfied that they have been offered fair value for their Sirius shares in the merger and whose Sirius shares are not voted in favor of the merger proposal may exercise their appraisal rights under the Companies Act to have the fair value of their Sirius shares appraised by the Supreme Court of Bermuda (which we refer to as the “Bermuda Court”). Sirius shareholders intending to exercise such appraisal rights must file their application for appraisal of the fair value of their Sirius shares with the Bermuda Court within one month of the giving of this notice convening the Sirius special meeting. By Order of the Sirius Board of Directors, /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Secretary XxxxxxxxSan Jose, Bermuda October 23California April 22, 2020 REFERENCES TO ADDITIONAL INFORMATION Third Point Reinsurance Ltd.TiVo Corporation 0000 Xxxx Xxxxxx San Jose, which we refer California 95002 xxx.XxXx.xxx NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To be Held on May 29, 2020 TIME: 9:00 a.m. (Pacific Time) on May 29, 2020. Online check-in will begin at 8:45 a.m. (Pacific Time) and you should allow ample time for the check-in procedures. PLACE: Due to as “Third Point Re,” has filed a registration statement on Form S-4 the public health concerns regarding the COVID-19 outbreak, the TiVo special meeting will be held virtually via live audio-only webcast at xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XXXX0000. The TiVo special meeting will be held online only and you will not be able to which this Joint Proxy Statement/Prospectus relatesattend in person. This Joint Proxy Statement/Prospectus does not contain all of You will be able to vote your shares electronically by Internet and submit questions online during the information meeting by logging in to the website listed above using the 16-digit control number included in your proxy card. ADMISSION: To attend the registration statement or meeting, you will need the 16-digit control number included in your proxy card. ITEMS OF BUSINESS: • Proposal 1: To consider and vote on a proposal (the exhibits “TiVo merger proposal”) to adopt the Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, as amended on January 31, 2020 (as it may be further amended from time to time, the “merger agreement”), by and among Xperi Corporation, a Delaware corporation (“Xperi”), TiVo Corporation, a Delaware corporation (“TiVo”), XRAY-TWOLF HoldCo Corporation, a Delaware corporation (“HoldCo”), XRAY Merger Sub Corporation, a Delaware corporation (“Xperi Merger Sub”) and TWOLF Merger Sub Corporation, a Delaware corporation (“TiVo Merger Sub”), a copy of which is attached as Annex A to the registration statement to which joint proxy statement/prospectus accompanying this Joint Proxy Statement/Prospectus relates. This Joint Proxy Statement/Prospectus also incorporates by reference important business and financial information about Third Point Re from documents previously filed by Third Point Re with the Securities and Exchange Commission, which we refer to as the “SEC,” that are not included in or delivered with this Joint Proxy Statement/Prospectus. In addition, Third Point Re files annual, quarterly and current reports, proxy statements and other business and financial information with the SEC. This Joint Proxy Statement/Prospectus and the annexes hereto, the registration statement to which this Joint Proxy Statement/Prospectus relates and the exhibits thereto, the information incorporated by reference herein and the other information filed by Third Point Re with the SEC are available for you to review through the SEC’s website at xxx.xxx.xxx or on Third Point Re’s website at xxxxx://xxx.xxxxxxxxxxxx.xxx/ in the “Investors” section. By referring to Third Point Re’s website and the SEC’s website, Third Point Re does not incorporate any such website or its contents into this Joint Proxy Statement/Prospectus. This Joint Proxy Statement/Prospectus incorporates important business and financial information about Third Point Re from other documents that are not included in or delivered with this Joint Proxy Statement/Prospectus. This information is also available to you without charge upon your request. You can obtain these documents incorporated by reference into this Joint Proxy Statement/Prospectus by requesting them in writing or by telephone from Third Point Re at the following address and telephone number: Third Point Reinsurance Ltd. Point House 0 Xxxxxxxx Xxxx Xxxxxxxx XX 00 Xxxxxxx +0 (000) 000-0000notice;

Board of Directors Recommendation. On August 6After careful consideration, 2020, after careful consideration and consultation with its advisors, all members of the Xperi board of directors of Siriusdirectors, which we refer to as the “Sirius board,” on December 17, 2019, approved the merger agreement. Moreover, the members of the Sirius board unanimously agreement and determined that entering into the merger agreement and consummating the transactions contemplated by the merger agreement thereby are advisable, fair to, to and in the best interests of, Sirius of Xperi and further resolved its stockholders. The Xperi board of directors recommends that it is recommended to the Sirius shareholders that they Xperi stockholders vote “FOR” each of the Xperi merger proposal, the Xperi adjournment proposal and “FOR” the Sirius compensation proposal. The Sirius board unanimously recommends that you vote “FOR” the merger proposal and “FOR” the Sirius Xperi compensation proposal. WHO MAY VOTE: The Sirius board has fixed Only holders of record of Xperi common stock at the close of business on October 1April 13, 2020 as 2020, the record date for voting at the Sirius Xperi special meeting, which we refer to as the “Sirius record date.” Only holders of record of Sirius common shares, par value $0.01 per share, which we refer to as the “Sirius shares,” and holders of record of Sirius Series B preference shares, par value $0.01 per share, which we refer to as the “Sirius Series B Preference Shares,” as of the Sirius record date are entitled to receive notice of the Sirius special meeting and to vote at the Sirius Xperi special meeting or any adjournment or postponement thereofmeeting. As of On the Sirius record date, there 50,534,650 shares of Xperi common stock were 115,299,341 Sirius shares outstanding and 11,901,670 Sirius Series B Preference Shares outstanding. For the merger proposal and the Sirius compensation proposal, holders Each share of Sirius shares are Xperi common stock is entitled to one vote for each Sirius share held and holders of Sirius Series B Preference Shares are entitled to the number of votes equal to the number of Sirius shares into which the Sirius Series B Preference Shares are then convertible as of the Sirius record date. As of the Sirius record date, each Sirius Series B Preference Share was convertible into one Sirius share(1) vote. VOTE REQUIRED FOR APPROVAL: Your vote is very important. We cannot complete the merger mergers without the approval of the Xperi merger proposal. If The presence, in person or by proxy, of a majority of the shares entitled to vote constitutes a quorum, and the approval of the Xperi merger proposal is not approved by requires the affirmative vote of the holders of the requisite number a majority of shares, then the transaction will not occur. The presence of two or more persons present virtually at the Sirius special meeting or representing virtually or by proxy in excess of 50% of the total issued voting all outstanding shares of Sirius throughout Xperi common stock entitled to vote on the meeting is required for a quorumXperi merger proposal. Assuming a quorum is present, approval of the merger proposal requires the affirmative vote of at least a simple majority each of the total voting power of Xperi adjournment proposal and the Sirius shares (which, for this purpose, includes the Sirius Series B Preference Shares voting together with the Sirius shares as a single class). Assuming a quorum is present, approval of the Sirius Xperi compensation proposal requires the affirmative vote of at least a the majority of the votes cast shares present in person or represented by proxy and entitled to vote at the meeting or by proxy at Xperi special meeting. Xperi stockholders who virtually attend the Sirius Xperi special meeting on the Sirius compensation proposalvia live audio-only webcast at xxxx://xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XPER2020SM will be considered present “in person” for purposes of establishing a quorum and for all other purposes. To ensure your representation at the Sirius special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please submit your proxy promptly, whether Whether or not you expect plan to attend the Sirius Xperi special meeting. Submitting a meeting virtually via live audio-only webcast, please promptly mark, sign and date the accompanying proxy now will not prevent you from being able and return it promptly in the enclosed postage-paid envelope, or authorize the individuals named on your proxy card to vote during your shares by calling the Sirius special meetingtoll-free telephone number or by using the Internet to vote your shares before the meeting as described in the instructions included with your proxy card. For purposes If your shares are held in the name of Section 106(2)(b)(i) a broker or other nominee, please follow the instructions on a voting instruction card furnished by the record holder. By order of the Companies Act, the Sirius board considers the merger consideration (on a per-share basis) to represent the fair value of each Sirius share. Xxxxxx shareholders who are not satisfied that they have been offered fair value for their Sirius shares in the merger and whose Sirius shares are not voted in favor of the merger proposal may exercise their appraisal rights under the Companies Act to have the fair value of their Sirius shares appraised by the Supreme Court of Bermuda (which we refer to as the “Bermuda Court”). Sirius shareholders intending to exercise such appraisal rights must file their application for appraisal of the fair value of their Sirius shares with the Bermuda Court within one month of the giving of this notice convening the Sirius special meeting. By Order of the Sirius Board of Directors, /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Secretary XxxxxxxxSan Jose, Bermuda October 23California April 22, 2020 REFERENCES TO ADDITIONAL INFORMATION Third Point Reinsurance Ltd.TiVo Corporation 0000 Xxxx Xxxxxx San Jose, which we refer California 95002 xxx.XxXx.xxx NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To be Held on May 29, 2020 TIME: 9:00 a.m. (Pacific Time) on May 29, 2020. Online check-in will begin at 8:45 a.m. (Pacific Time) and you should allow ample time for the check-in procedures. PLACE: Due to as “Third Point Re,” has filed a registration statement on Form S-4 the public health concerns regarding the COVID-19 outbreak, the TiVo special meeting will be held virtually via live audio-only webcast at xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XXXX0000. The TiVo special meeting will be held online only and you will not be able to which this Joint Proxy Statement/Prospectus relatesattend in person. This Joint Proxy Statement/Prospectus does not contain all of You will be able to vote your shares electronically by Internet and submit questions online during the information meeting by logging in to the website listed above using the 16- digit control number included in your proxy card. ADMISSION: To attend the registration statement or meeting, you will need the 16-digit control number included in your proxy card. ITEMS OF BUSINESS: • Proposal 1: To consider and vote on a proposal (the exhibits “TiVo merger proposal”) to adopt the Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, as amended on January 31, 2020 (as it may be further amended from time to time, the “merger agreement”), by and among Xperi Corporation, a Delaware corporation (“Xperi”), TiVo Corporation, a Delaware corporation (“TiVo”), XRAY-TWOLF HoldCo Corporation, a Delaware corporation (“HoldCo”), XRAY Merger Sub Corporation, a Delaware corporation (“Xperi Merger Sub”) and TWOLF Merger Sub Corporation, a Delaware corporation (“TiVo Merger Sub”), a copy of which is attached as Annex A to the registration statement to which joint proxy statement/prospectus accompanying this Joint Proxy Statement/Prospectus relates. This Joint Proxy Statement/Prospectus also incorporates by reference important business and financial information about Third Point Re from documents previously filed by Third Point Re with the Securities and Exchange Commission, which we refer to as the “SEC,” that are not included in or delivered with this Joint Proxy Statement/Prospectus. In addition, Third Point Re files annual, quarterly and current reports, proxy statements and other business and financial information with the SEC. This Joint Proxy Statement/Prospectus and the annexes hereto, the registration statement to which this Joint Proxy Statement/Prospectus relates and the exhibits thereto, the information incorporated by reference herein and the other information filed by Third Point Re with the SEC are available for you to review through the SEC’s website at xxx.xxx.xxx or on Third Point Re’s website at xxxxx://xxx.xxxxxxxxxxxx.xxx/ in the “Investors” section. By referring to Third Point Re’s website and the SEC’s website, Third Point Re does not incorporate any such website or its contents into this Joint Proxy Statement/Prospectus. This Joint Proxy Statement/Prospectus incorporates important business and financial information about Third Point Re from other documents that are not included in or delivered with this Joint Proxy Statement/Prospectus. This information is also available to you without charge upon your request. You can obtain these documents incorporated by reference into this Joint Proxy Statement/Prospectus by requesting them in writing or by telephone from Third Point Re at the following address and telephone number: Third Point Reinsurance Ltd. Point House 0 Xxxxxxxx Xxxx Xxxxxxxx XX 00 Xxxxxxx +0 (000) 000-0000notice;

Board of Directors Recommendation. On August 6, 2020, after careful consideration and consultation with its advisors, all members of the board of directors of SiriusThird Point Re, which we refer to as the “Sirius Third Point Re board,” approved the merger, the merger agreement and the statutory merger agreement. Moreover, the members of the Sirius Third Point Re board unanimously determined that the merger and the transactions contemplated by the merger agreement are fair to, and in the best interests of, Sirius and further resolved that it is recommended Third Point Re. The Third Point Re board unanimously recommends to the Sirius Third Point Re shareholders that they vote “FOR” the merger share issuance proposal, “FOR” the Loeb share issuance proposal, “FOR” each of the bye-laws proposals, “FOR” the name change proposal and “FOR” the Sirius compensation adjournment proposal, in connection with the merger. The Sirius Third Point Re board unanimously recommends that you vote “FOR” the merger share issuance proposal, “FOR” the Loeb share issuance proposal, “FOR” each of the bye-laws proposals, “FOR” the name change proposal and “FOR” the Sirius compensation adjournment proposal. WHO MAY VOTE: The Sirius Third Point Re board has fixed the close of business on October 1, 2020 as the record date for the Sirius Third Point Re special meeting, which we refer to as the “Sirius Third Point Re record date.” Only holders of record of Sirius Third Point Re common shares, par value $0.01 0.10 per share, which we refer to as the “Sirius Third Point Re shares,” and holders of record of Sirius Series B preference shares, par value $0.01 per share, which we refer to as the “Sirius Series B Preference Shares,” as of the Sirius Third Point Re record date are entitled to receive notice of the Sirius Third Point Re special meeting and to vote at the Sirius Third Point Re special meeting or any adjournment or postponement thereof. As of the Sirius Third Point Re record date, there were 115,299,341 Sirius 95,529,485 Third Point Re shares outstanding and 11,901,670 Sirius Series B Preference Shares outstanding. For the merger share issuance proposal, the Loeb share issuance proposal, the bye-laws proposals, the name change proposal and the Sirius compensation adjournment proposal, holders of Sirius Third Point Re shares are entitled to one vote for each Sirius share held and holders of Sirius Series B Preference Shares are entitled to the number of votes equal to the number of Sirius shares into which the Sirius Series B Preference Shares are then convertible as of the Sirius record date. As of the Sirius record date, each Sirius Series B Preference Share was convertible into one Sirius shareheld. VOTE REQUIRED FOR APPROVAL: Your vote is very important. We cannot complete the merger without the approval of the merger share issuance proposal. If the merger share issuance proposal is not approved by the holders of the requisite number of shares of Third Point Re shares, then the transaction will not occur. The presence of two or more persons present virtually at presence, in person throughout the Sirius special meeting or representing virtually or by proxy in excess proxy, of the holders of 50% of the total issued voting Third Point Re shares of Sirius throughout the meeting is required for a quorum. Assuming a quorum is present, approval of the merger share issuance proposal, the Loeb share issuance proposal, the first bye-laws proposal, the third bye-laws proposal, the fifth by-laws proposal, the remaining bye-laws proposal, the name change proposal requires and the affirmative vote of at least a simple majority of the total voting power of the Sirius shares (which, for this purpose, includes the Sirius Series B Preference Shares voting together with the Sirius shares as a single class). Assuming a quorum is present, approval of the Sirius compensation adjournment proposal requires the affirmative vote of at least a majority of the votes cast at the meeting in person or by proxy at the Sirius Third Point Re special meeting and entitled to vote on the Sirius compensation share issuance proposal, the Loeb share issuance proposal, such bye-laws proposals, the name change proposal and the adjournment proposal. Assuming a quorum is present, approval of the second bye-laws proposal and the fourth bye-laws proposal requires the affirmative vote of not less than 66.67% of the votes attaching to all Third Point Re shares in issue. To ensure your representation at the Sirius Third Point Re special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please submit your proxy promptly, whether or not you expect to attend the Sirius Third Point Re special meeting. Submitting a proxy now will not prevent you from being able to vote during in person at the Sirius special meeting. For purposes of Section 106(2)(b)(i) of the Companies Act, the Sirius board considers the merger consideration (on a per-share basis) to represent the fair value of each Sirius share. Xxxxxx shareholders who are not satisfied that they have been offered fair value for their Sirius shares in the merger and whose Sirius shares are not voted in favor of the merger proposal may exercise their appraisal rights under the Companies Act to have the fair value of their Sirius shares appraised by the Supreme Court of Bermuda (which we refer to as the “Bermuda Court”). Sirius shareholders intending to exercise such appraisal rights must file their application for appraisal of the fair value of their Sirius shares with the Bermuda Court within one month of the giving of this notice convening the Sirius Third Point Re special meeting. By Order of the Sirius Third Point Re Board of Directors, /s/ Xxxx Xxxxxx X. Xxxxx Xxxx Xxxxxxxxxxxx Xxxxxx X. Xxxxx Xxxxxxxxxxxx Executive Vice President, Group General Counsel and Secretary XxxxxxxxPembroke, Bermuda October 23, 2020 REFERENCES TO ADDITIONAL INFORMATION * Third Point Reinsurance Ltd.Re is monitoring coronavirus (COVID-19) developments and related guidance issued by public health authorities and related travel restrictions. If it is determined to be advisable, which we refer Third Point Re may offer a virtual option for its special general meeting. In the event such a decision is made, Third Point Re will announce the decision to as “do so in advance and details on how to participate will be posted on Third Point Re,” has 's website and filed a registration statement on Form S-4 to which this Joint Proxy Statement/Prospectus relates. This Joint Proxy Statement/Prospectus does not contain all of the information included in the registration statement or in the exhibits to the registration statement to which this Joint Proxy Statement/Prospectus relates. This Joint Proxy Statement/Prospectus also incorporates by reference important business and financial information about Third Point Re from documents previously filed by Third Point Re with the Securities and Exchange Commission, which we refer to as the “SEC,” that are not included in or delivered with this Joint Proxy Statement/Prospectus. In addition, Third Point Re files annual, quarterly and current reports, proxy statements and other business and financial information with the SEC. This Joint Proxy Statement/Prospectus and the annexes hereto, the registration statement to which this Joint Proxy Statement/Prospectus relates and the exhibits thereto, the information incorporated by reference herein and the other information filed by Third Point Re with the SEC are available for you to review through the SEC’s website at xxx.xxx.xxx or on Third Point Re’s website at xxxxx://xxx.xxxxxxxxxxxx.xxx/ in the “Investors” section. By referring to Third Point Re’s website and the SEC’s website, Third Point Re does not incorporate any such website or its contents into this Joint Proxy Statement/Prospectus. This Joint Proxy Statement/Prospectus incorporates important business and financial information about Third Point Re from other documents that are not included in or delivered with this Joint Proxy Statement/Prospectus. This information is also available to you without charge upon your request. You can obtain these documents incorporated by reference into this Joint Proxy Statement/Prospectus by requesting them in writing or by telephone from Third Point Re at the following address and telephone number: Third Point Reinsurance Ltd. Point House 0 Xxxxxxxx Xxxx Xxxxxxxx XX 00 Xxxxxxx +0 (000) 000-0000.

Board of Directors Recommendation. On August 6After careful consideration, 2020, after careful consideration and consultation with its advisors, all members of the DuPont board of directors of Siriusdirectors, which we refer to as the “Sirius board,” on December 10, 2015, unanimously approved the merger agreement. Moreover, the members of the Sirius board unanimously agreement and determined that entering into the merger agreement and consummating the transactions contemplated by the merger agreement thereby are advisable, fair to, to and in the best interests of, Sirius of DuPont and further resolved its stockholders. The DuPont board of directors unanimously recommends that it is recommended to the Sirius shareholders that they DuPont stockholders vote “FOR” each of the DuPont merger proposal, the DuPont adjournment proposal and “FOR” the Sirius compensation proposal. The Sirius board unanimously recommends that you vote “FOR” the merger proposal and “FOR” the Sirius DuPont compensation proposal. WHO MAY VOTE: The Sirius board has fixed Only holders of record of DuPont common stock at the close of business on October 1June 2, 2020 as 2016, the record date for voting at the Sirius DuPont special meeting, which we refer to as the “Sirius record date.” Only holders of record of Sirius common shares, par value $0.01 per share, which we refer to as the “Sirius shares,” and holders of record of Sirius Series B preference shares, par value $0.01 per share, which we refer to as the “Sirius Series B Preference Shares,” as of the Sirius record date are entitled to receive notice of the Sirius special meeting and to vote at the Sirius DuPont special meeting or any adjournment or postponement thereofmeeting. As of On the Sirius record date, there 873,965,909 shares of DuPont common stock were 115,299,341 Sirius shares outstanding and 11,901,670 Sirius Series B Preference Shares outstanding. For the merger proposal and the Sirius compensation proposal, holders Each share of Sirius shares are DuPont common stock is entitled to one vote for each Sirius share held and holders of Sirius Series B Preference Shares are entitled to the number of votes equal to the number of Sirius shares into which the Sirius Series B Preference Shares are then convertible as of the Sirius record date. As of the Sirius record date, each Sirius Series B Preference Share was convertible into one Sirius sharevote. VOTE REQUIRED FOR APPROVAL: Your vote is very important. We cannot complete the merger mergers without the approval of the DuPont merger proposal. If Assuming a quorum is present, the approval of the DuPont merger proposal is not approved by requires the affirmative vote of the holders of the requisite number a majority of shares, then the transaction will not occur. The presence of two or more persons present virtually at the Sirius special meeting or representing virtually or by proxy in excess of 50% of the total issued voting all outstanding shares of Sirius throughout DuPont common stock entitled to vote on the meeting is required for a quorumDuPont merger proposal. Assuming a quorum is present, approval of the merger DuPont adjournment proposal requires that the affirmative vote of at least a simple majority of votes cast “FOR” must exceed the total voting power of votes cast “AGAINST” the Sirius shares (which, for this purpose, includes the Sirius Series B Preference Shares voting together with the Sirius shares as a single class)DuPont adjournment proposal. Assuming a quorum is present, approval of the Sirius DuPont compensation proposal requires the affirmative vote of at least a majority of that the votes cast at “FOR” must exceed the meeting or by proxy at votes cast “AGAINST” the Sirius special meeting on the Sirius DuPont compensation proposal. To ensure your representation at Whether or not you plan to attend the Sirius DuPont special meeting, please complete promptly mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or submit by using the Internet as described in the instructions included with your proxy card. If your shares are held in the name of a broker or other nominee, please follow the instructions on a voting instruction card furnished by telephone or through the Internetrecord holder. Please submit your proxy promptly, whether or not you expect to attend the Sirius special meeting. Submitting a proxy now will not prevent you from being able to vote during the Sirius special meeting. For purposes of Section 106(2)(b)(i) By order of the Companies Act, the Sirius board considers the merger consideration (on a per-share basis) to represent the fair value of each Sirius share. Xxxxxx shareholders who are not satisfied that they have been offered fair value for their Sirius shares in the merger and whose Sirius shares are not voted in favor of the merger proposal may exercise their appraisal rights under the Companies Act to have the fair value of their Sirius shares appraised by the Supreme Court of Bermuda (which we refer to as the “Bermuda Court”). Sirius shareholders intending to exercise such appraisal rights must file their application for appraisal of the fair value of their Sirius shares with the Bermuda Court within one month of the giving of this notice convening the Sirius special meeting. By Order of the Sirius Board of Directors, /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Xxxxxx Secretary XxxxxxxxWilmington, Bermuda October 23Delaware June 10, 2020 REFERENCES TO 2016 ADDITIONAL INFORMATION Third Point Reinsurance Ltd., which we refer to as “Third Point Re,” has filed a registration statement on Form S-4 to which this Joint Proxy StatementThis joint proxy statement/Prospectus relates. This Joint Proxy Statement/Prospectus does not contain all of the information included in the registration statement or in the exhibits to the registration statement to which this Joint Proxy Statement/Prospectus relates. This Joint Proxy Statement/Prospectus also incorporates by reference important business and financial information about Third Point Re from documents previously filed by Third Point Re with the Securities and Exchange Commission, which we refer to as the “SEC,” that are not included in or delivered with this Joint Proxy Statement/Prospectus. In addition, Third Point Re files annual, quarterly and current reports, proxy statements and other business and financial information with the SEC. This Joint Proxy Statement/Prospectus and the annexes hereto, the registration statement to which this Joint Proxy Statement/Prospectus relates and the exhibits thereto, the information incorporated by reference herein and the other information filed by Third Point Re with the SEC are available for you to review through the SEC’s website at xxx.xxx.xxx or on Third Point Re’s website at xxxxx://xxx.xxxxxxxxxxxx.xxx/ in the “Investors” section. By referring to Third Point Re’s website and the SEC’s website, Third Point Re does not incorporate any such website or its contents into this Joint Proxy Statement/Prospectus. This Joint Proxy Statement/Prospectus prospectus incorporates important business and financial information about Third Point Re Dow and DuPont from other documents that are not included in or delivered with this Joint Proxy Statement/Prospectusjoint proxy statement/ prospectus. This information is also available to you without charge upon your request. You can obtain these the documents incorporated by reference into this Joint Proxy Statementjoint proxy statement/Prospectus prospectus by requesting them in writing or by telephone from Third Point Re the appropriate company at the following address addresses and telephone numbernumbers: Third Point Reinsurance Ltd. Point House 0 Xxxxxxxx Xxxx Xxxxxxxx XX 00 Xxxxxxx +0 The Dow Chemical Company 2030 Dow Center Midland, Michigan 48674 (000) 000-00000000 Attn: Investor Relations E. I. du Pont de Nemours and Company 000 Xxxxxx Xxxx Wilmington, DE 19805 (000) 000-0000 Attn: Stockholder Relations Investors may also consult Dow’s or DuPont’s websites or the transaction website for more information concerning the mergers described in this joint proxy statement/prospectus. Dow’s website is xxx.xxx.xxx. DuPont’s website is xxx.xxxxxx.xxx. The transaction website is xxx.XxxXxXxxxXxxxxxxxxXxxxx.xxx. Information included on any of these websites is not incorporated by reference into this joint proxy statement/prospectus. If you would like to request any documents, please do so by July 13, 2016 in order to receive them before the respective special meetings. For more information, see “Where You Can Find More Information” beginning on page 217. ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 (File No. 333-209869) filed with the U.S. Securities and Exchange Commission, which we refer to as the SEC, by DowDuPont Inc., which we refer to as DowDuPont, constitutes a prospectus of DowDuPont under Section 5 of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of DowDuPont common stock to be issued to Dow stockholders and DuPont stockholders pursuant to the Agreement and Plan of Merger, dated December 11, 2015, as may be amended from time to time, which we refer to as the merger agreement. This joint proxy statement/prospectus also constitutes a joint proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. It also constitutes a notice of meeting with respect to the special meeting of Dow stockholders, which we refer to as the Dow special meeting, and a notice of meeting with respect to the special meeting of DuPont stockholders, which we refer to as the DuPont special meeting and, together with the Dow special meeting, which we refer to as the special meetings. You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/ prospectus is dated June 10, 2016. You should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate as of any date other than that date. Neither our mailing of this joint proxy statement/prospectus to Dow stockholders and/or DuPont stockholders, nor the issuance by DowDuPont of common stock in connection with the mergers, will create any implication to the contrary. This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding Dow has been provided by Dow and information contained in this joint proxy statement/prospectus regarding DuPont has been provided by DuPont. Unless otherwise indicated or as the context otherwise requires, all references in this joint proxy statement/ prospectus to: