🧾 What This Document Is

This is SiriusPoint's official proxy statement for its 2026 annual meeting. Think of it as a detailed agenda and voter guide for shareholders. It explains what will be voted on, provides background on the company's leaders and pay, and asks shareholders to approve key items like board members and the pay package for top executives.

👉 Why it matters: If you own stock in SiriusPoint, this document tells you exactly what your vote will decide and gives you the information needed to vote.

🏢 What The Company Does

In simple terms, SiriusPoint is a global insurance and reinsurance company. They sell policies to protect businesses and individuals against risks like natural disasters, accidents, and other losses. They operate from Bermuda with offices in New York, London, and elsewhere.

👉 Why it matters: Understanding their business helps you judge if the leadership and pay plans are right for a specialty insurance company.

📅 Meeting & Voting Essentials

The annual meeting is virtual on Wednesday, May 20, 2026, at 10:00 a.m. Atlantic Daylight Time. To vote, you must have owned shares by March 30, 2026.

There are four main proposals shareholders will vote on:

1. Election of two directors (Susan L. Cross and Sabra R. Purtill).
2. Approval of executive compensation (a non-binding "say on pay" vote).
3. Appointment of the auditor (PricewaterhouseCoopers LLP) and setting their pay.
4. Approval of a new share plan called the "SiriusPoint SharePlan."

👉 Why it matters: These votes shape the company's future board, hold executives accountable for pay, and ensure transparent financial oversight.

👥 Who's Running the Show (The Board)

The board currently has 11 members. This vote is to re-elect two Class I directors for new three-year terms:

• Susan L. Cross: A risk management expert, former global chief risk officer of AIG.
• Sabra R. Purtill: A finance and insurance executive, former CFO of Assured Guaranty.

The board is led by Independent Chairman Bronek Masojada (ex-CEO of Hiscox) and CEO Scott Egan. They highlight that most board members are independent, with key committees (Audit, Compensation, Governance) made up entirely of independent directors.

👉 Why it matters: A strong, independent board provides crucial oversight of management and protects shareholder interests.

💼 Executive Pay Highlights

The top executives' total compensation for 2025 was:

• CEO Scott Egan: $9.8 million
• CFO James J. McKinney: $2.9 million
• Group President David E. Govrin: $3.6 million

Pay is a mix of salary, annual cash bonuses (based on performance), and long-term stock awards that vest over time. The Compensation Committee says it uses a consultant (Mercer) to ensure pay is competitive and tied to company performance.

👉 Why it matters: This shows how the company rewards its leaders and whether their incentives align with creating long-term shareholder value.

🏦 Financial Health & Strategy

The company highlights its solid financial footing as of the end of 2025:

• Total Capital: $3.2 billion
• Shareholders' Equity: $2.3 billion
• Total Assets: $12.6 billion
• Financial Strength Ratings: A (Fitch), A- (AM Best & S&P), A3 (Moody's)

Their strategy focuses on being a "nimble" specialty underwriter, diversifying earnings from underwriting profits, fees from partners, and investment returns.

👉 Why it matters: The financial strength and clear strategy show the company has the stability and plan to navigate the complex insurance market.

⚖️ Governance & Risk Oversight

The board oversees major risks, including cybersecurity, which gets its own detailed section. They describe a comprehensive program based on federal standards (NIST), with regular board briefings, employee training, and cyber insurance.

The company also has strict policies: no hedging or pledging of company stock by executives, pre-clearance for insider trades, and a requirement for directors to own significant company stock.

👉 Why it matters: Strong governance and risk management protect the company from threats and ensure leaders act in shareholders' best interests.

🌍 The Bigger Picture: Strengths & Risks

👍 Strengths:

• Diversified business model across underwriting, fees, and investments.
• Strong capital base and high financial strength ratings from major agencies.
• Experienced board and management with deep industry backgrounds.

⚠️ Risks:

• The insurance industry is inherently risky—catastrophic events or poor underwriting can hurt results.
• Investment returns are a key earnings driver and are subject to market volatility.
• The company operates in a highly regulated, competitive global market.

👉 Why it matters: Investing is about weighing potential rewards against risks. This summary helps you see both sides.

🧠 The Analogy

Think of SiriusPoint's annual meeting like the annual check-up and planning session for a ship's voyage. The shareholders (the owners) are reviewing the log (the proxy), checking the qualifications of the captain and officers (the board and executives), approving the budget for the journey (executive pay), and deciding on the navigation plans (share plan). They need to ensure the ship (company) is seaworthy (financially strong) and has a skilled crew to handle storms (risks) on the way to its destination (profitability).

🧩 Final Takeaway

Shareholders are being asked to vote on re-electing two experienced directors, endorsing the executive pay plan, and approving the company's auditor and a new share incentive plan. This meeting is about ensuring SiriusPoint has the right leadership, incentives, and oversight to continue executing its strategy as a specialty insurer.