Submission of Matters to a Vote of Security







On March 30, 2021, Watford Holdings Ltd. (the “Company”) held its special general meeting of shareholders (the “Special General Meeting”) to consider and act upon (i)
the approval and adoption of the Agreement and Plan of Merger dated as of October 9, 2020, as amended by Amendment No. 1 thereto dated November 2, 2020 (the “Merger Agreement”), and the related statutory merger agreement, by and among the Company,
Arch Capital Group Ltd. (“Arch”), a Bermuda exempted company, and Greysbridge Ltd., a Bermuda exempted company limited by shares and wholly-owned subsidiary of Greysbridge Holdings Ltd., a newly-formed company organized by Arch for the purpose of
facilitating the merger, and the transactions contemplated thereby , including the merger (the “Merger Proposal”) and (ii) the approval, on an advisory (non-binding) basis, of specified compensation that may become payable to the named executive
officers of the Company in connection with the merger (the “Compensation Advisory Proposal”).





Approval of (i) the Merger Proposal required the affirmative votes of shares carrying not less than 50% of the total voting rights of all issued and outstanding
common shares and preference shares, voting together as a single class and (ii) the Compensation Advisory Proposal required the affirmative vote of a majority of the votes cast by the holders of common shares. Holders of 13,638,070 common shares
issued and outstanding and 618,042 preference shares issued and outstanding, in each case as of the record date of February 17, 2021 for the Special General Meeting, were present in person or by proxy at the Special General Meeting, representing
approximately 64.7% of all outstanding common shares and preference shares, voting as a single class, entitled to vote on the Merger Proposal and approximately 68.6% of all outstanding common shares entitled to vote on the Compensation Advisory
Proposal, and constituting a quorum for all matters presented at the Special General Meeting.






The final voting results for each proposal, as further described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on
February 19, 2021, follow below:






1.



The Merger Proposal.









 



Votes For




13,600,405



 




 



Votes Against




296,940



 




 



Abstentions




358,767



 




 



Broker Non-Votes




0



 






The Merger Proposal was approved by the holders of the Company’s common shares and preference shares.






2.



The Compensation Advisory Proposal.









 



Votes For




12,813,114



 




 



Votes Against




366,720



 




 



Abstentions




458,236



 




 



Broker Non-Votes




0



 






The Compensation Advisory Proposal was approved by the holders of the Company’s common shares.





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SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.




Dated: April 1, 2021


 




 


 



WATFORD HOLDINGS LTD.





 


 


 




 



By:




/s/ Jonathan D. Levy





 


 



Name:




Jonathan D. Levy




 


 


Title:


Chief Executive Officer




 




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