SIRIUS INTERNATIONAL GROUP, LTD. as Issuer to THE BANK OF NEW YORK MELLON as TrusteeIndenture • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance
INDENTURE, dated as of November 1, 2016, by and between Sirius International Group, Ltd., a Bermuda exempted company (the “Company”) and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as Trustee (together with its successors and assigns, in such capacity, the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 29th day of August, 2018, by and between Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Issuer”), and [·], a [·] (“Subscriber”).
ContractWarrant Agreement • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 30, 2018, is entered into by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., an exempted company organized under the laws of Bermuda (the “Parent”), SIRIUS INTERNATIONAL HOLDINGS LTD., an exempted company organized under the laws of Bermuda, SIRIUS INTERNATIONAL GROUP, LTD., an exempted company organized under the laws of Bermuda (the “Borrower”), SIRIUS BERMUDA INSURANCE COMPANY LTD., a company organized under the laws of Bermuda, SIRIUS INTERNATIONAL INSURANCE CORP., a company organized under the laws of Sweden, SIRIUS AMERICA INSURANCE COMPANY, a New York corporation, SIRIUS RE HOLDINGS, INC., a Delaware corporation, the Lenders (as hereinafter defined) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
This Employment Agreement (this “Agreement”) is dated as of July 24, 2015, between Sirius International Insurance Group, Ltd., a Bermuda corporation (the “Company”), and Allan L. Waters (“Executive”). All capitalized terms used but not defined herein shall have the meanings set forth in the Amended and Restated Sirius Group Long Term Incentive Plan as in effect on the date hereof (the “Sirius LTIP”), which is attached hereto as Exhibit A.
FIRST SUPPLEMENTAL INDENTURE BY AND BETWEEN SIRIUS INTERNATIONAL GROUP, LTD., as Issuer AND THE BANK OF NEW YORK MELLON, as Trustee DATED AS OF NOVEMBER 1, 2016 4.600% SENIOR NOTES DUE 2026First Supplemental Indenture • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
This First Supplemental Indenture, dated as of November 1, 2016 (the “Supplemental Indenture”), to the Indenture, dated as of November 1, 2016 (the “Indenture”), by and between Sirius International Group, Ltd., a Bermuda exempted company (the “Company”) and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as Trustee (together with its successors and assigns, in such capacity, the “Trustee”) is effective upon the execution and delivery hereof by the parties hereto.
SIRIUS INTERNATIONAL GROUP, LTD. as the Issuer THE BANK OF NEW YORK MELLON as Trustee, Registrar and Transfer Agent and THE BANK OF NEW YORK MELLON ACTING THROUGH ITS LONDON BRANCH as Paying Agent and Calculation AgentSubordinated Indenture • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance
SUBORDINATED INDENTURE dated as of September 22, 2017 (the “Indenture”) among Sirius International Group, Ltd., a company organized and existing under the laws of Bermuda, as issuer (the “Issuer”), having its principal executive office at 14 Wesley Street, Hamilton HM 11, Bermuda, The Bank of New York Mellon, as Trustee (the “Trustee”), Registrar and Transfer Agent and The Bank of New York Mellon acting through its London Branch, as Paying Agent and Calculation Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance
This Employment Agreement (this “Agreement”) is dated as of July 24, 2015, between Sirius International Försäkringsaktiebolag (publ), Reg. No. 516401-8136, a Swedish corporation (the “Company”), and Monica Cramer Manhem, personal Swedish identity number 590702-0027 (“Executive”). All capitalized terms used but not defined herein shall have the meanings set forth in the Amended and Restated Sirius Group Long Term Incentive Plan as in effect on the date hereof (the “Sirius LTIP”), which is attached hereto as Exhibit A.
SHAREHOLDERS AGREEMENTShareholder Agreement • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
THIS SHAREHOLDERS AGREEMENT (this “Agreement”), is made as of the [·] day of [·], 2018, by and among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), CM Bermuda Ltd., a Bermuda holding company (“CM Bermuda”), [·], a [·] (“[·]”), [·], a [·] (“[·]”), [·], a [·] (“[·]”), and [·], a [·] (“[·]” and, collectively with [·], [·] and [·], the “Initial Holders”).
