REG-Third Point Investors Ltd: Result of Extraordinary General Meeting

Third Point InvestorsAnnouncement

14/08/2025 13:00

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE.

14 August 2025

Third Point Investors Limited

Result of Extraordinary General Meeting

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.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Circular.

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.”

Enquiries:

 Jefferies International Limited (Financial Adviser to the Company)                                                                                           
 Stuart Klein / Carlos Marque / James UmbersOgnjen Rakita / Taha Ahmed / Harry Randall                         +44 20 7029 8600                               
 Kekst CNC (PR Adviser to the Company)                                                                                                                        
 Richard CampbellGuy BatesKatherine Kilgallen                                                                  +44 7775 784933+44 7581 056415+44 7581 068251  
 Northern Trust International Fund Administration Services (Guernsey) Limited (Administrator to the Company)                                                  

This announcement is being made on behalf of the Company by Northern Trust
International Fund Administration Services (Guernsey) Limited, administrator
to the Company.

Disclaimer

This announcement has been prepared in accordance with English law,
the UK Market Abuse Regulation and the Disclosure Guidance and Transparency
Rules and UK Listing Rules of the FCA. Information disclosed may not be the
same as that which would have been prepared in accordance with the laws of
jurisdictions outside England.

This announcement is not an offer of securities for sale in any jurisdiction
where to do so would be unlawful. The Company and Malibu have not been and
will not be registered as an "investment company" under the US Investment
Company Act of 1940, as amended (the "Investment Company Act") and as such
holders of the securities will not be entitled to the benefits of the
Investment Company Act. The securities referred to herein have not been and
will not be registered under the US Securities Act of 1933, as amended (the
"US Securities Act") or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold, taken up,
resold, transferred or delivered, directly or indirectly, in or into the
United States or to any "U.S. person" as defined in Regulation S under the
US Securities Act ("US Person") other than to "qualified institutional buyers"
as defined in Rule 144A of the US Securities Act who are also "qualified
purchasers" as defined in the Investment Company Act in a transaction exempt
from, or not subject to, the registration requirements of the US Securities
Act and in accordance with any applicable securities laws of any state or
other jurisdiction of the United States. There has been and will be no public
offer of the securities in the United States and the Company is not subject
to the periodic reporting requirements of the US Securities Exchange Act of
1934, as amended (the "US Exchange Act") and is not required to, and does not,
file any reports with the US Securities and Exchange Commission (the "SEC")
thereunder.

Neither the SEC nor any securities regulatory body of any state or other
jurisdiction of the United States, nor any securities regulatory body of any
other country or political subdivision thereof, has approved or disapproved of
this announcement or the securities discussed herein or passed on the accuracy
or adequacy of the contents of this announcement. Any representation to the
contrary is a criminal offence in the United States.

The Redemption Offer is being made in the US pursuant to an exemption from
certain US tender offer rules and otherwise in accordance with the
requirements of UK legislation. Accordingly, the Redemption Offer is subject
to disclosure and other procedural requirements, including with respect to
withdrawal rights, that may be different from those applicable under US
domestic tender offer procedures and law.

It may be difficult for US shareholders to enforce certain rights and claims
arising in connection with the Redemption Offer under US federal securities
laws since the Company is located outside the US and most of its officers and
directors may reside outside the US. It may not be possible to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US company or its
affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law and in accordance with
normal UK market practice and Rule 14e-5(b) of the US Exchange Act, the
Company, its brokers or any of their respective affiliates may from time to
time make certain purchases of, or arrangements to purchase, securities
outside the United States, other than pursuant to the Redemption Offer,
during the period in which the Redemption Offer remains open for
participation. In order to be excepted from the requirements of Rule 14e-5
under the US Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such
purchases, or other arrangements, must comply with applicable English law and
regulation, including the UK Listing Rules, and the relevant provisions of
the US Exchange Act. Any information about such purchases, or other
arrangements to purchase, will be reported via a Regulatory Information
Service and will be available on the London Stock Exchange website
at http://www.londonstockexchange.com.

No person has been authorised to give any information or make any
representations with respect to the Acquisition other than the information
contained in this announcement and, if given or made, such information or
representations must not be relied upon as having been authorised by or on
behalf of the Company, the Company's directors, or any other person involved
in the Acquisition. Neither the Company nor any such person takes any
responsibility or liability for, and can provide no assurance as to the
reliability of, any other information that may be given. Subject to
the UK Market Abuse Regulation and the Disclosure Guidance and Transparency
Rules and the UK Listing Rules of the FCA, the delivery of this
announcement shall not create any implication that there has been no change in
the affairs of the Company or Malibu since the date of this announcement or
that the information in this announcement is correct as at any time subsequent
to its date.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is
acting exclusively as the lead financial adviser to the Company and no one
else in connection with the matters set out in this announcement. In
connection with such matters, Jefferies, its affiliates, and its or their
respective directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for providing advice in
relation to the contents of this announcement or any other matter referred to
herein.

PJT Partners LP ("PJT Partners") is acting exclusively for Malibu and no one
else in connection with the matters set out in this announcement and will not
be responsible to anyone other than Malibu for providing the protections
afforded to clients of PJT Partners nor for providing advice in relation to
the Acquisition or any matter referred to herein. Neither PJT Partners nor any
of its subsidiaries, branches or affiliates nor any of its or their respective
directors, officers, employees, agents or representatives owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of PJT Partners in connection with this announcement, the
Acquisition, any statement contained herein or otherwise.

The contents of this announcement are not to be construed as legal, business
or tax advice and none of the Company, Jefferies or PJT Partners undertakes
any obligation with respect to the recipient thereof. Each shareholder should
consult its own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice respectively.

Forward-looking statements

Certain statements, opinions and/or projections in this announcement are
forward-looking statements. In some cases, these forward looking statements
can be identified by the use of forward looking terminology including terms
such as expects", "anticipates", "targets", "continues", "estimates", "plans",
"intends", "projects", "indicates", "believes", "may", "will", "should",
"would", "could", "outlook", "forecast", "plan", "goal" and similar
expressions or in each case, their negative, or other variations or comparable
terminology, but are not the exclusive means of identifying such statements.
Any statements that are not statements of historical facts are forward-looking
statements. These forward-looking statements reflect the Company's current
expectations concerning future events and speak only as of the date of this
announcement. They involve various risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the
Company, and following Completion, the Company's group, third parties or the
industry to be materially different from any future results, performance or
achievements expressed or implied by such forward looking statements. There
can be no assurance that the results and events contemplated by
forward-looking statements will in fact occur. No statement in this
announcement is intended to be a profit forecast.

The forward-looking statements speak only as at the date of this announcement.
Save as required by the UK Market Abuse Regulation or the Disclosure
Guidance and Transparency Rules or the requirements of the UK Listing Rules
of the FCA, or otherwise arising as a matter of law or regulation, the
Company expressly disclaims any obligation or undertaking to disseminate after
publication of this announcement any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based.

Neither the content of the Company's (or any other website) nor the content of
any website accessible from hyperlinks on the Company's website (or any other
website) is incorporated into, or forms part of, this announcement.



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