WATFORD HOLDINGS LTD. : Submission of Matters to a Vote of Security Holders (form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2019 annual general meeting of shareholders (the "Annual General Meeting") of Watford Holdings Ltd. (the "Company"), originally scheduled for November 6, 2019 and subsequently adjourned, was held on January 23, 2020. At the Annual General Meeting, the holders of 11,348,837 of the Company's common shares, which represented approximately 57% of the outstanding shares entitled to vote as of the record date of September 6, 2019, were represented in person or by proxy. Matters submitted to shareholders at the Annual General Meeting and the voting results thereof were as follows:

Item 1. The vote to elect three Class I directors to the Company's board of directors (the "Board of Directors") to serve for a term expiring in 2022. The voting results were as follows:

   NOMINEE          FOR      AGAINST   WITHHELD    BROKER NON-VOTES
Walter Harris    8,422,198      -      1,158,648      1,767,991
Maamoun Rajeh    8,191,178      -      1,389,668      1,767,991
John Rathgeber   8,431,457      -      1,149,389      1,767,991

Item 2. The vote to elect certain individuals as Designated Company Directors (as defined in the Company's Definitive Proxy Statement, filed with the Securities and Exchange Commission on September 13, 2019) of Watford Re Ltd., a wholly-owned subsidiary of the Company, as required by the Company's bye-laws. The voting results were as follows:

FOR AGAINST ABSTAINED BROKER NON-VOTES 8,768,954 628,592 183,300 1,767,991

Item 3. The vote to reappoint PricewaterhouseCoopers Ltd., an independent registered public accounting firm, as the Company's independent auditor to serve from the conclusion of the Annual General Meeting until the conclusion of the next annual general meeting to be held in 2020, and to authorize the Board of Directors, acting by the Company's audit committee, to determine the independent auditor's remuneration. The voting results were as follows:

   FOR       AGAINST   ABSTAINED   BROKER NON-VOTES
11,127,277   215,010     6,550            -

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