Siriuspoint Ltd

This non-binding Say-on-Pay proposal asks shareholders to approve, on an advisory basis, the overall 2025 compensation of the Company’s named executive officers as disclosed in the proxy materials. Management seeks shareholder approval to affirm its pay-for-performance program that combines a short-term incentive plan (STI) tied primarily to Core Combined Ratio and strategic objectives and long-term incentives (LTI) delivered as PSUs tied to compound growth in tangible net book value per share and time‑vested RSUs. The Compensation Committee exercised discretion in 2025 to fund the STI at slightly above 150% of target after assessing Core Combined Ratio results and other strategic metrics, and it also awarded discretionary bonuses to reflect ROE and total shareholder return outcomes. The board’s rationale emphasizes alignment with long-term shareholder value through PSUs, robust governance features (share ownership guidelines, clawback policy, independent compensation consultant, and risk review), and demonstrated financial performance improvements in 2025 (growth in book value, ROE, underwriting results). Because the vote is advisory, it does not itself change pay arrangements but provides feedback the Compensation Committee will consider when setting future compensation. From a shareholder-perspective, material considerations include whether the PSU metrics and multi-year cliff vesting sufficiently tie pay to sustained value creation, whether discretion in funding STI was appropriate and transparently disclosed, and the quantum of total compensation relative to peers and performance. The Company discloses defensive governance features—clawbacks and share ownership guidelines—and highlights strong prior shareholder support (approximately 93.5% in 2025), which management cites as validation of its approach. Potential concerns for investors include dilution from equity programs, the use of discretionary adjustments to bonus funding, and expatriate executive perks; the Compensation Committee argues these are mitigated by plan design, disclosure, and risk oversight. In summary, management frames this proposal as an endorsement of a pay structure focused on underwriting discipline and long‑term tangible book value growth; shareholders should weigh alignment, transparency of discretionary decisions, and long-term incentive targets when casting their advisory vote.

This proposal asks shareholders to approve an employee share purchase plan (the SiriusPoint SharePlan) that the Board adopted on February 12, 2026 and which requires shareholder approval to become effective. Management seeks approval to authorize a reserve of up to 2,000,000 shares to support both a Section 423-qualified offering for U.S. employees and a Non-423 component for non-U.S. employees, enabling broad-based employee participation and local compliance. Key plan design features include an 85% discount purchase price formula (subject to Committee discretion), six‑month offering periods by default, participant contribution limits (generally up to 15% of compensation and statutory per-period limits), and an annual per-participant purchase cap effectively tied to the $12,500 US rule (prorated for offering length). The plan will be administered by the Compensation Committee, with flexibility to create subplans for non-U.S. jurisdictions to address tax, exchange control and securities-law considerations; approximately 1,117 employees (including four executive officers) were eligible as of the record date. From a shareholder governance perspective, the plan’s benefits are increased employee alignment, retention and recruitment, while risks include dilution (share reserve relative to outstanding shares), the cost of the purchase discount, and potential preferential economics for employees. The Committee has mitigations: limiting the aggregate share reserve, pro rata allocations if oversubscribed, board oversight of administration, and customary terms limiting transferability and requiring tax withholding. Shareholders should evaluate the plan balancing expected retention and alignment benefits against dilution and the size of the share reserve, and note that the Compensation Committee and Board uniformly recommend approval as a tool to strengthen employee ownership and support long-term value creation.