AGREEMENT AND PLAN OF MERGER by and among ARGO GROUP INTERNATIONAL HOLDINGS, LTD. BROOKFIELD REINSURANCE LTD. and BNRE BERMUDA MERGER SUB LTD. Dated as of February 8, 2023Agreement and Plan of Merger • February 9th, 2023 • Brookfield Reinsurance Ltd. • Insurance carriers, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 8, 2023, is by and among Argo Group International Holdings, Ltd., a Bermuda exempted company limited by shares (the “Company”), Brookfield Reinsurance Ltd., a Bermuda exempted company limited by shares (“Parent”), and BNRE Bermuda Merger Sub Ltd., a Bermuda exempted company limited by shares and a wholly owned Subsidiary of Parent (“Merger Sub”). The Company, Parent and Merger Sub are each referred to in this Agreement as a “party” and collectively as the “parties.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 9th, 2023 • Brookfield Reinsurance Ltd. • Insurance carriers, nec • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of February 8, 2023 (the “Agreement Date”), by and among Brookfield Reinsurance Ltd., a Bermuda exempted company limited by shares (“Parent”), Argo Group International Holdings, Ltd., a Bermuda exempted company limited by shares (the “Company”), and Voce Capital Management LLC (the “Shareholder”). Each of Parent, the Company and the Shareholder are sometimes referred to herein as a “Party.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
