On February 8, 2023, Brookfield Reinsurance Ltd. (the ?Company?) and BNRE Bermuda Merger Sub Ltd., a wholly owned subsidiary of the Company (?Merger Sub?), entered into a definitive agreement and plan of merger (the ?Merger Agreement?) with Argo Group International Holdings, Ltd. (?Argo Group?). The Merger Agreement provides that, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Argo Group in accordance with the Bermuda Companies Act 1981 (the ?Merger?), with Argo Group surviving the Merger as a wholly owned subsidiary of the Company (such entity, the ?Surviving Company?). Under the terms of the merger agreement, Argo has agreed to suspend the payment of dividends on its common shares through the closing of the transaction.