EFTA01105026.pdf

Goldman Saelts Fidelis Investors LP April 2015 This presentation is for your review only. This Fund has not been launched yet and may be subject to changes. This material is delivered solely as reference material with respect to the Limited Partnership Interests in Fidelis Investors LP or Fidelis Investors Offshore LP (each, a "Fund") an investment product that Goldman Sachs may offer in the future. The material provided herein is for informational purposes only. It does not constitute an offer to sell or a solicitation of an offer to buy any securities relating to the Fund, notwithstanding that any such securities may be currently being offered to others. Any such offering will be made only in accordance with the terms and conditions set forth in the offering memorandum pertaining to such Fund (such Funds "Offering Memoranduml Prior to investing, investors are strongly urged to review carefully the Offering Memorandum for the relevant Fund (including the risk considerations described therein), the subscription agreement and all related Fund documents, to ask such additional questions of the investment manager as they deem appropriate, and to discuss any prospective investment in the Fund with their legal and tax advisers. Prospective investors should not rely upon any information regarding Fidelis or an investment in the Fund other than the information contained in the Private Placement Memorandum, the Partnership Agreement and the subscription agreements collectively (the "Subscription Agreements"). The Fund is intended for long-term investors who can accept the risks associated with investing in illiquid securities. Prospective investors should be aware that the possibility of partial or total loss of Fund capital exists. Prospective investors should not subscribe unless they can readily bear the consequences of such a loss. The performance of the Fund is completely dependent on the performance of the Funds investment in Fidelis Insurance Holdings Limited (the 'Investment"). If the Investment is unsuccessful, investors may experience a partial or total loss of their invested capital in the Fund. Investors are not expected to be permitted to withdraw capital from the Fund. Please carefully read the Subscription Agreements for additional information regarding the risks and potential conflicts of interests before investing. This presentation does not constitute an offer or solicitation to any person in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it would be unlawful to make such offer or solicitation. No person has been authorized to give any information or to make any representation, warranty, statement, or assurance not contained in the offering memorandum and. if given or made. such other information or representation, warranty, statement, or assurance may not be relied upon. This strategy is suitable for sophisticated investors who believe and understand the business model of Fidelis Insurance Holdings Limited. This is not suitable for an investor who does not understand the insurance market and the risks associated with starting a new company which include but are not limited to the lack of liquidity and transparency. Your attention is also drawn to the fact that this company will seek to underwrite specialty line insurance and invest in hedge funds. Your capital will be put at risk and you may lose some or all of your investment. Additionally, your investment will be locked-up for a certain period of time. Your ability to redeem or transfer your investment or delay receipt of redemption or transfer proceeds will be limited. For regulatory or other reasons. certain information (including information regarding investment performance) that is included in the version of the following presentation given to other investors has been omitted from the version of the presentation materials being provided to Goldman Sachs Private Wealth Management Clients. Private & Confidential EFTA01105026 Executive Summary of Fidelis Fidelis is a start-up Bermuda-based insurance company with a differentiated business model looking to capitalize on opportunities that neither the traditional insurance model nor the hedge fund reinsurance model effectively capture ■ Fidelis Insurance Holdings Limited ("Fidelis" or the "Company) intends to tactically shift risk between underwriting and investments depending on prevailing market dynamics On the underwriting side, the Company will seek to focus on a portfolio of specialty class insurance and Differentiated Total reinsurance lines where the management team has significant experience Return Strategy The investment strategy centers around a portfolio of leading asset managers developed in partnership with Alternative Investments & Manager Selection ("AIMS") ■ Unlike existing insurance companies, Fidelis will seek to execute a total return strategy that intends to maximize return on equity across insurance cycles ■ Opportunity to back Richard Brindle and Neil McConachie, insurance executives with a 20+ year track record Proven Management of outperformance, including founding and scaling a start up insurance company Team and Sponsors ■ Ability to co-invest with leading private equity sponsors, Crestview, Oaktree and Pine Brook, who have together previously successfully backed this management team' ■ Potential return of capital via special dividends Attractive Corporate Structure ■ Bermuda domicile with expectation of low corporate income tax2 ■ Potential to exit at an attractive multiple of book value through an IPO in three to five years if market conditions permit Potential IPO Exit ■ Historically P&C businesses have tended to trade at premiums to book with the industry currently trading at 1.4x tangible book Crestview. Oaktree and Pine Brook are expected to purchase 25% of the common equity. up to 5500 million in the aggregate. Assumes preferred equity is 20% of total capital. There could be material adverse tax consequences should the IRS determine that Fdelis is a passive foreign investment company (or if you are determined to be a US shareholder in a controlled foreign corporation or it Fidelis generates related person insurance income). including subjecting investors to tax on Fidelis' income on an annual basis. whether or not dstributed. You should review the offering material closely and speak to your tax advisor about the impact on your personal tax situation before investing. inducing the impact it the IRS issues further guidance reediting the treatment of non-U.S. insurance companies. Past performance does not guarantee future results which may vary There is no guarantee that these objectives will be met. Private & Confidential EFTA01105027 Proposed Summary Terms of the Funds Proposed Summary of Terms Clients are being offered the opportunity to invest indirectly in Fidelis common equity Fund through two access funds, Fidelis Investors LP and Fidelis Investors Offshore LP Minimum Investment $1 million Fidelis Investors LP will be treated as a Cayman limited partnership and Fidelis Fund Structure Investors Offshore LP will be treated as a Cayman corporation Offer Price Initial offer price of $10.001 per share for common stock Sponsors receive founder warrants of 9%, vesting when book value is $15.00 Sponsor Economics No management fee or carried interest Expected Closing May 2015 Transferability of Fund Transfers of Fund interests will be subject to significant restrictions Interests Investment terms are preliminary and are subject to change in accordance with the offering documents. The descriptions set forth above are a summary of certain proposed terms arid are not intended to be complete. Goldman Sachs has no obligation to offer Fidelis or the Funds. If such a product is offered. please carefully review the offering documents and any supplements thereto (copies of which will be available upon request) for a complete description of all information regarding Fidel"; or the Funds prior to making an ',vestment decision. Private & Confidential EFTA01105028 Disclosures Past performance does not guarantee future results. which may vary. The value of investments and the income derived from investments will fluctuate and can go down as well as up. A loss of principal may occur. The material provided herein is for informational purposes only. It does not constitute an offer to sell or a solicitation of an offer to buy any securities relating to any of the products referenced hereon. notwithstanding that any such securities may be currently being offered to others. Any such offering will be made only in accordance with the terms and conditions set forth in the offering documents pertaining to such Fund. Prior to investing. investors are strongly urged to review carefully all of the offering documents. Goldman Sachs earn a placement fee associated with this offer. Supplemental Risk Disclosure for All Potential Direct and Indirect Investors in Heckle Funds and other private investment funds (collectively. "Alternative Investments-1 No person has been authorized to One any information or to make any representation, warranty, statement or assurance not contained in the offering documents. Any reference to a specific company or security does not constitute a recommendation to buy. sell. hold or &stay invest in the company or its securities. It shodd not be assumed that investment decisions made in the future will be profitable or will equal the performance of the securities dscussed in this document. In connection with your consideration of an investment in any Alternative Investment. you should be aware of the foaming risks: • Alternative Investments are subject to less regulation than other types of pooled investment vehicles such as mutual funds. • Alternative Investments may impose significant fees. including incentive fees that are based upon a percentage of the realized and unrealized gains, and such fees may offset all or a significant portion of such Alternative Investment's trading profits. An individual's net returns may differ significantly from actual returns. • Alternative Investments are not required to provide periodic pricing or valuation information. • Investors may have limited rights with respect to their investments, including limited voting rights and participation in the management of the Alternative Investment. • Alternative Investments often engage in leverage and other investment practices that are extremely speculative and involve a high degree of risk. Such practices may increase the volatility of performance and the risk of investment loss, Including the loss of the entire amount that is Invested. • Alternative Investments may purchase instruments that are traded on exchanges located outside the United States that are 'principal markets" and are subject to the risk that the counterparty will not perform with respect to contracts. • Past performance does not guarantee future results. which may vary. The value of investments and the income derived from investments will fluctuate and can go down as well as up. A loss ol principal may occur. Alternative Investments are offered in reliance upon an exemption from registration under the Securities Act of 1933. as amended. for offers and sales of securities that do not involve a public offering. No public or other mike' is available or will develop. Similarly. interests in an Alternative Investment are highly illiquid and generally are not transferable without the consent of the sponsor. and applicable securities and tax laws wit limil transfers. Alternative Investments may themselves invest in instruments that may be highly liquid and extremely difficult to value. This also may limit your ability to redeem or transfer your lwestment or delay receipt of redemption or transfer proceeds. Alternative Investments may involve complex tax and legal structures and accordingly are only suitable for sophisticated investors. You are urged to consult with you own tax. accounting and legal advisers regarding any investment in any Alternative Investment. Prospective Nwestors should inform themselves as to any applicable legal requirements and taxation and exchange control regulations in the countries of their citizenship, residence or domicile which might be relevant. c20lllaiL2U1S There may be conflicts of interest relating to the Alternative Investment and its service providers, including Goldman Sachs and ifs affiliates. These activities and interests include potential multiple advisory. transactional and other interests in securities and instruments that may be purchased or sold by the Alternative Investment. These are considerations ol which investors should be aware and additional information relating to these conflicts is set forth in the offering materials for the Alternative Investment. Citollsienliellil No part of this material may. without Goldman Sachs' prior written consent. be (I) copied. photocopied or duplicated in any form. by any means, or (ii) distributed to any person that is not an employee. officer, director. or authorized agent of the recipient. 2016 Goldman Sachs. AI rights reserved Compliance Code: ISS438.OSF.OT1J Private & Confidential EFTA01105029 Disclosures The information on the following pages has been provided by third party sources. Goldman Sachs is not responsible for the content, accuracy, completeness or fairness of such information. Goldman Sachs makes no representations, guarantees or warranties of any kind whatsoever regarding such information. Any such information is intended for information purposes only, and any views or opinions expressed therein are the views or opinions of that third party. Goldman Sachs has relied upon and assumed (without independent verification) the accuracy and completeness of such information and neither agrees nor disagrees with the content herein. Private & Confidential EFTA01105030 I Fidelis April 2015 PRIVATE & CONFIDENTIAL t'71t-41 EFTA01105031  Disclosures . .,,entation has been prepared by Addis Insurance Holdings Limited ('Fidelis Holdings') and its direct. wholly-owned subsidiaries (collectively. 'Fidelis' or the "Company") scely tor informational purposes with respect to Fidelis. This presentation was prepared exclusively for the benefit and internal use of the person or entity to whom it is directly addressed and delivered (such recipient. "you") in order to assist you in evaluating. on a preliminary basis. the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure. in whole or in part. to any other party. The information contained herein must be kept strictly confidential and may not be reproduced or redistributed in whole or in part. in any format. without the express prior written approval of the Company. In particular. this information may not be used to discuss similar structures with any person, Fidelis. Crestview. Oaktree or Pine Brook. as the case may be. could reasonably consider a competitor in this field. You should make your own investigations and evaluations of the information contained herein. The information contained herein is being provided to you at your request for informational purposes only and is not. and may not be relied on in any manner as. legal. tax or investment advice or as an offer to sell or a solicitation of an offer to buy any security or financial instrument, for which an offer can be made only by the Company's final offering documentation. No representation. warranty or undertaking. express or implied. is made as to. and no reliance should be placed on. the fairness. accuracy. completeness or correctness of the information or the opinions contained herein. None of Fidelis. its sponsors, any initial purchasers or placement agents. or any of their respective affiliates. advisors or representatives. shall have any liability whatsoever for any loss arising from any use of this presentation or its contents or otherwise arising in connection with this presentation. The returns or performance results may be lower than estimated. Note that past performance is not indicative of future results. The information contained herein does not purport to contain all of the information that may be required to evaluate such solutions and you are encouraged to conduct independent analysis of the data referred to herein. The information set forth herein is qualified in its entirety by the information in the Confidential Private Placement Memorandum of Fidelis Holdings (the "Confidential Memorandum') and other documents that have been provided or are being provided simultaneously to you. The terms described herein are subject to your review of the Confidential Memorandum and to execution of definitive documents. In the event of any conflict between the information contained herein and the terms of definitive documents. the definitive documents will control. Since the information herein constitutes a summary and is not complete, prospective investors must review the Confidential Memorandum and carefully consider all of the terms and provisions of the definitive documents. Capitalized terms used herein without definition have the meanings ascribed to them in the Confidential Memorandum. The ownership of Offered Shares is a speculative investment that involves a high degree of risk. There can be no assurances that you will not incur substantial or total losses on your investment in Fidelis Holdings. Prospective investors should carefully review the Confidential Memorandum. including. without limitation. the disclaimers and "Risk Factors" in the Confidential Memorandum. Such risks include. without limitation: — Fidelis is a start-up operation and there is no historical information evadable for Investors to evaluate Fidelis' performance or a potential investment in the Offered Shares. — Some executive officers and key personnel, including Richard Brindle. are critical to Fidelis' business. Fidelis' failure to retain such key personnel could seriously affect its ability to conduct its business and execute its business plan. — Fidelis Insurance has not been granted an insurance license. Any failure by Fidelis Insurance to obtain its insurance license. or any suspension or revocation thereof, would have a significant negative effect on it and Fidelis Holding's ability to do business and implement its business strategy. — The performance of Fidelis' Investment Portfolio will depend upon, among other things. the ability of the Investment Adviser to advise Fidelis in accordance with the Investment Guidelines regarding the purchase. redemption and sale of interests in Portfolio Funds. and the ability of the Asset Managers to develop and implement strategies that achieve their investment objectives. — U.S. Holders may recognize income for U.S. federal income tax purposes on Fidelis Holdings' or Fidelis Insurance's undistributed eamings and be subject to certain other adverse tax consequences. based on the application of rules regarding passive foreign investment companies and controlled foreign corporations and the generation of related person insurance income under the U.S. federal income tax laws. — The Offered Shares are restricted securities and investors may need to bear the economic risk of their investment for an indefinite period of time. Certain information contained herein (including financial information) has been obtained from published and non-published sources. Such information has not been independently verified by Fidelis or any initial purchasers and/or placement agents and their respective affiliates. Except where otherwise indicated herein. the information provided herein is based on matters as they exist as of the date of preparation and not as of any future date. and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof. Fidelis and any initial purchasers and/or placement agents. and their respective affiliates. advisors and representatives, expressly disclaim any obligation or undertaking to update or revise the information and will not publicly release any revisions Fidelis may make to this presentation that may result from events or circumstances arising after the date of this presentation. Any market data used in this presentation not attributed to a specific source are estimates of Fidelis and have not been independently verified. 7 Private & Confidential EFTA01105032  Disclosures Continued Certain statements reflect estimates, opinions or predictions based on Fidelis' internal financial model, and there is no guarantee that these opinions or predictions will be ultimately realized. Industry breakdowns presented herein are as classified by Fidelis. Certain information contained herein constitutes forward-looking statements. which can be identified by the use of terms such as 'may'. 'Will". "should'. "expect". `anticipate". 'project". `estimate". "intend". 'continue' or 'believe' (or the negatives thereof) or other variations thereof. Due to various risks and uncertainties, including those discussed above. actual events or results or actual performance of Fidelis may differ materially from those reflected or contemplated in such forward-looking statements. As a result. investors should not rely on such forward-looking statements in making any future investment decisions. This presentation does not purport to describe all of the risks associated with Fidelis. Please see the "Risk Factors" section in the Confidential Memorandum and the risk factors starting on page 38 of this presentation. The information contained in this presentation does not constitute or form part of any offer for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. This presentation is for discussion purposes only. Any decision to purchase securities of Fidelis should be made solely on the basis of information contained in any final offering documentation made available by Fidelis in due course. if applicable. To the extent there is any inconsistency between this presentation and any final offering documentation. the latter governs in all respects. None of the information contained herein has been filed with the U.S. Securities and Exchange Commission. any securities administrator under any state securities laws or any other governmental or self- regulatory authority. No governmental authority has passed on the merits of any future offering of securities of Fidelis or the adequacy of the information contained herein. Any representation to the contrary is unlawful. This presentation is not an offer for sale of securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933. as amended. or in any other jurisdiction absent compliance with the securities laws of such jurisdiction. This document does not solicit money, securities or any other type of consideration, and. if any money. securities or other type of consideration is sent in response hereto, it will not be accepted. Except as otherwise expressly required by applicable law. no representation. warranty or undertaking (express or implied) is made and no responsibilities or liabilities of any kind or nature whatsoever are accepted by any person or dealer as to the accuracy or completeness of the information contained in these materials or any other information provided by Fidelis. Securities will not be registered under the Securities Act of 1933. as amended, or any state securities laws. Prospective investors are limited to 'accredited investors' as such term is defined under Rule 501(a) of Regulation D under the Securities Act. This document is not. and is not intended to be investment, legal or tax advice. Prospective investors should obtain independent investment. legal and tax advisors regarding the matters addressed herein and based on their particular situation. Goldman Sachs will earn a placement fee associated with this offer. In the United Kingdom. this presentation constitutes a financial promotion pursuant to Section 21 of the Financial Services and Markets Act 2000. This presentation is directed only to persons in relation to whom exemptions under the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the "Order") apply. including 10 persons who have professional experience in matters relating to investments and fall within the definition of "investment professionals" in Article 19(5) of the Order: (ii) persons who are a high net worth company. unincorporated association or partnership or trustee of high value trusts as described in Article 49(2) of the Order (or investment personnel of any of the foregoing): (iii) persons who fall within the categories of "certified high net worth individual" described in Article 48 of the Order, a "sophisticated investor' under Article 50 of the Order or "self - certified sophisticated investor' described in Article 50A of the Order: and (iv) any other person to whom it may otherwise lawfully be made. By accepting a copy of this presentation, you agree to be bound by the foregoing limitations and you acknowledge and agree that all of the Information contained in this document shall be kept strictly confidential by you. 8 Private & Confidential EFTA01105033  Table of Contents 1. Executive Summary 2. Management & Sponsors 3. Insurance Market Overview 4. Business Overview 5. Terms 6. Additional Information 7. Risk Factors 9 Private & Confidential EFTA01105034 1. Executive Summary Private & Confidential EFTA01105035 • Fidelis Overview ■ Fidelis is a Bermuda-based insurance company founded by Richard Brindle and Neil McConachie, who founded Lancashire Insurance ■ Following decades of experience in the space, Brindle and McConachie recognized constraints in the insurance business model and developed an innovative structure to tactically shift capital between insurance and investments based on prevailing market dynamics — Unlike existing insurance companies, Fidelis will seek to execute a total return strategy that intends to maximize return on equity across insurance cycles — Insurance strategy is expected to focus on a portfolio of specialty class insurance and reinsurance risks where the underwriting team has significant experience — Investment strategy developed in partnership with Goldman Sachs' AIMS group ■ Fidelis is targeting a raise of $2.0 billion to execute its strategy ■ Crestview, Oaktree and Pine Brook, whose principals originally backed the Fidelis team at Lancashire, are expected to purchase 25% of the common equity' Up to $500 motion in the aggregate. Assumes preferred equity is 20% of total capital. 11 Private & Confidential EFTA01105036 • Investment Thesis ■ Fidelis represents an evolution of the current re/insurance models with the goal of generating consistent return on equity across insurance cycles Differentiated ■ Fidelis will seek to maximize total shareholder return by optimizing its balance sheet across both its Business re/insurance and investment portfolios Model ■ Partnership with Goldman's AIMS team to build a relatively liquid investment portfolio of leading asset managers to allow for diversification and give access to sought after managers with negotiated terms and fees Strong ■ Fidelis is run by a leading management team that has materially outperformed the insurance industry over the Management last two decades Team ■ Track record of founding and effectively scaling a start-up venture Experienced ■ Founding private equity investors have deep backgrounds investing in the insurance and related financial Sponsors sectors and have all previously backed this management team in prior ventures ■ Active capital management with potential for return of shareholder capital via special dividends Efficient and — Management paid an average annual dividend of 18%1 at Lancashire Attractive ■ Bermuda domiciled company that expects to pay low corporate income tax2 Structure ■ Expected embedded leverage of float from re/insurance operations ■ Access to multiple asset managers with discounted fees ■ Potential to exit at an attractive multiple of book value through an IPO in 3-5 years if market conditions are right Valuation and ■ In Richard Brindle's last 3 years at Lancashire, Lancashire's average price to tangible book ratio was 1.5x Exit ■ Historically, P&C businesses have tended to trade at premiums to book, with current P&C industry trading at 1.4x3 Price / Tangible Book Past performance does not guarantee future results. which may vary. Other employees of Lancashire. in addition to Richard Brindle and Neil McConachie. oantnbuted to Lancashire's track record. There can be no assurance that Fidehs wil outpedorm other companies in the future. Source: Capital 1O. Company filings. Represents average of annual dividends paid 2010 - 2013. 2 There could be material adverse tax consequences should the IRS determine that Fidelis is a passive foreign investment company (or if you are determined to be a US shareholder in a controlled foreign corporation or if Fidelis generates related person Entrance income). including subjecting investors to tax en Fidelis' income on an annual basis, whether or not cistitibuted. You should review the offering material closely and speak to your tax advisor about the impact on your personal tax situation before investing. including the impact it the IRS issues further guidance repelling the treatment of non-U.S. insurance companies. 3 As of February 24, 2015. P&C industry refers to the following peer companies: Ace. XL Arch. Everest. PartnerRe. Axis. Abed World. Endurance. Platinum. RenaissanceRe Validus, Montpelier. GreeNightRe. Third Point Re. Hiscox. Amin, Catlin. Beazley, and Novae. Note: Prospective investors should note that. in the absence of an IPO. a sale of their shares may take a considerable length of time. An investment in Fidel's shares should be considered illiquid. There can be no assurance that investment oblectives can be achieved. 12 Private & Confidential EFTA01105037  Fidelis' Business Model Optimizing shareholder return across both sides of the balance sheet ■ Current market players tend to be traditional re/insurers or hedge fund reinsurers — We believe legacy insurance models do not optimize shareholder return given focus on either assets or liabilities — We believe traditional insurers face challenges in the current low-rate environment given the emphasis on fixed income in their investment portfolios ■ By focusing on both liability and asset returns, Fidelis will aim to achieve strong results across insurance cycles Business Model Comparison Traditional Insurers Fidelis Hedge Fund Reinsurers ■ Insurance and Reinsurance ■ Insurance and Reinsurance ■ Generally underwrite low return Re/Insurance reinsurance strategy to maximize Strategy ■ Underwrite multiple insurance lines I ■ Underwrite specialty line portfolio I capital to support investment risk ■ Access to multiple high quality I managers ■ Primarily low return fixed income I Asset Strategy ■ Ability to dynamically adjust I ■ Single manager access portfolio I hedge fund allocations and I add/remove managers Optimized I Through the Cycle ■ No ■ Yes ■ No Returns I I 13 Private & Confidential EFTA01105038 2. Management & Sponsors Private & Confidential EFTA01105039 • Strong Leadership Team ■ Fidelis will be led by Richard Brindle, CEO and Neil McConachie, CFO ■ Management previously founded Lancashire building it from a startup to an LSE-listed $2.4 billion market cap company' ■ While Richard Brindle was CEO at Lancashire, a $100 investment in Lancashire in December 2005 would have appreciated to $492 by March 2014, versus $253 if invested amongst insurance peers2 ■ Lancashire generated compound returns on equity ("ROE") of 20% vs. insurance peers' ROEs of 13% from December 2005 through March 20143 Richard Brindle Neil McConachie ■ Over thirty years' experience in the re/insurance industry ■ Over 20 years of experience, including as part of the founding ■ Founder and Chief Executive Officer of Lancashire from inception in management of two successful Property & Casualty (P&C) 2005 until 2014 start-ups listed on the NYSE and LSE° ■ Chief Underwriting Officer at Lancashire throughout tenure ■ Founder and President at the Lancashire Group until 2012. Also ■ Prior to joining Lancashire, Mr. Brindle worked at Ascot held roles of CFO. COO, and CRO Underwriting Agencies and also served as Director of Charman ■ Developed the highly regarded Lancashire risk and capital Underwriting Agencies, where he acted as main underwriter management philosophy ■ Over three decades, the companies managed by Richard Brindle ■ Previously served as Treasurer and Chief Accounting Officer of have consistently and significantly outperformed both the Lloyd's Montpelier Re Holdings Ltd market and the broader reinsurance / specialty market: ■ Experience in debt and equity capital market offerings, including IPOs of Lancashire and Montpelier Past performance does not guarantee future results. which may vary. Note: There can be no assurance that Richard Brindle and Neil McConachie will remain with Fidelis or that their past performance or success serves as an indicator of their future performance or success. Other employees of Lancashire, in addition to Richard Brinele and Ned McConachie. contributed to Lancashire's track record. There can be no assurance that Fide:is wit outperform other companies in the future. As of 341/2014. source: Company filings and Bloomberg. f:preczated figures include adjustment for dividends. s Source: SNL Financial. CapitallO. Company filings. 4 Lancashire Holdings Ltd. and Montpelier Re Holdings Ltd. 15 Private & Confidential EFTA01105040 MN_ * Management Track Record At Lancashire ■ Lancashire, under Richard Brindle's leadership, has outperformed peers Lancashire Average ROE vs. Peer Groups: • Lancashire Total Return vs. Peer Groups: 2005-Q1 2014 2005-Q1 2014 $600 20% $.500 $492 $400 13% $300 $200 $100 $0 Dec-05 Dec-06 Deo-07 Dec-06 Deo-09 Dec-10 Dec-11 Dec-12 Dec-13 Lancashire Peer Group —Lancashire —Peer Group Note: Other employees of Lancashire, in addition to Richard Brindle and Neil McConachie, contributed to Lancashire's track record. There can be no assurance that Fidelis will outperform other companies in the future. Source: Company filings and Bloomberg. Note: Richard Brincie served as Lancashire's CEO from its formation rt 2005 until 30 April 2014: Lancashire's IPO was consummated on 16 December 2005 Note: Past performance does not indicate future results. Any investment entails a risk of loss. There can be no assurance that Richard Brindle and Neil McConactre will remain with Fideks or Mai their past performance or success serves as an incbcator of their future performance or success. Peer Group includes mulbine reinsurance peers. Bermuda property peers. hedge fund backed peers. and Lloyd's peers. Multiline reinsurance peers include Ace. XL Arch. Everest. PartnerRe. Axis. Allied World. Endurance and Platinum. Bermuda Properly peers include RenaissanceRe. Validus and Montpelier. Hedge Fund Backed peers include GreenlightRe and Third Point Re. Lloyd's peers include Hiscox. Amlin, Catlin. Boaz's,. and Novae . Not all companies were public as of December 2005: peer set reflects only those companies publicly traded at any lime. 16 Private & Confidential EFTA01105041 • Management Track Record at Lancashire of Paying a Special Dividend ■ Management paid an average annual dividend of 18%' at Lancashire ■ Fidelis anticipates paying out a high percentage of its profits S Dividend Yield 25% ■ LRE Regular ■ LRE Special ■ Peers Regular -I Peers Special 22% 13% 23% 20% 10% 1 2% 8% 2% 2% 3% 2% 2% FY2010 FY2011 FY2012 FY2013 Source: Lancashire public filings: CapitaIIO Note: Dividend yield is calculated as the total calendar year cash dividends divided by the year end market captiakzation. Dividends include recurring dividends and special dividends. Peers include Ace. XL Arch. Everest. ParMerRe. Axis. Allied World. Endurance. Platinum. RenaissanceRe. Validus, Montpelier. GreenlighiRe. Third Point Re. Hismix„ Amlin. Catlin. Beazley. and Novae. Not all companies were public as of 2010: peer set reflects only those companies publicly traded at any time. Note: Richard Brindle served as Lancashire's CEO from its formation in 2005 until 30 April 2014: Lancashire's IPO was consummated on 16 December 2005 Note: Past performance does not indicate future results. Any investment entails a risk of loss. There can be no assurance that Richard Brindle and Neil McConachie will remain with Fidelis or that their past performance or success serves as an indicator of their future performance ce success. Represents period from 2010 — 2013. 17 Private & Confidential EFTA01105042 • Management Track Record At Lloyd's ■ Richard Brindle was underwriter from 1986, appointed deputy underwriter in 1988 and acted as main underwriter from 1991 to 1999 at various Lloyd's Syndicates'