HAMILTON, Bermuda–(BUSINESS WIRE)–Argo Group International Holdings, Ltd. (NYSE: ARGO), an international
underwriter of specialty insurance and reinsurance products in the
property and casualty market, today sent the following letter from the
independent directors of Argo’s Board of Directors to Argo’s
shareholders.
Additional information regarding the Annual General Meeting, including
detailed instructions on how to vote by telephone or internet, is
available at https://www.argolimited.com/investors/.
Dear Shareholders,
We are pleased to note that the leading independent proxy advisory firm,
Institutional Shareholder Services (ISS), has recommended that Argo
shareholders vote FOR all five of Argo’s nominees and AGAINST all of
Voce’s nominees. ISS concluded that Voce failed to make a case for its
slate of nominees, “particularly given the company’s strong performance
and a thoughtful [Board] refreshment process that has resulted in the
addition of appropriate skill sets to the Board over the past two years.”
1
In making its recommendation, ISS highlighted that “the company has
delivered strong TSR over the short- and long-term and has demonstrated
good overall governance.” ISS also noted that Argo’s Board’s “ongoing
refreshment process…incorporates active, contributing, and additive
Board members.”
We urge you to vote TODAY on the WHITE proxy card FOR ALL of the Argo
nominees in proposal 1 and AGAINST each of proposals 5 through 12, which
are Voce’s proposals to remove and replace Argo’s highly qualified
directors with Voce’s nominees.
Over the past several months, we have shared with you how our directors’
robust oversight is enhanced by your Board’s commitment to ongoing
refreshment practices that ensure the Board has the right skill set to
drive continuous performance improvements that we believe will deliver
best-in-class shareholder returns. We have detailed the merits of our
distinctive specialty insurance franchise, built by our management team,
overseen by your Board of Directors and predicated on underwriting
excellence, prudent investment management and thoughtful capital
allocation. We have provided you with objective facts and reasoned
analysis, not “flashy diatribe.”
Our strategy is delivering strong results with more success to come:
-
Strong Returns for Investors: One-, three-, and five-year total
shareholder returns2 (TSR) of 36%, 89%, and 164%,
respectively -
Improving Return on Equity: Annualized GAAP return on average
equity (ROAE) of 20.1% and adjusted operating ROAE of 9.1% in 1Q 2019 -
Operating Growth Momentum: 10% compound annual growth rate
(CAGR) in gross premiums written since 2002 (the formation of the
modern Argo Group), an increase of close to five times; strong 1Q 2019
results demonstrate continued momentum -
Consistent Growth in Book Value Per Share: 9% CAGR (inclusive
of dividends) since 2002 -
Active Capital Management: Returned more than $655 million of
capital to shareholders and increased the dividend by approximately
300% since 2010 -
Excellent Underwriting Results: 94.8% combined ratio in 1Q 2019
versus peer average of 96.4%3; target of 93% by 2020 -
Balanced Investment Portfolio with Consistent Results:
Appropriately structured to support our underwriting operations and
contribute to long term growth in book value
In the first quarter of 2019, the execution of our strategy continued to
deliver growth momentum:
-
100 basis points (bps) increase in adjusted operating ROAE to 9.1%
compared to 1Q 2018 - 100bps decrease in the combined ratio to 94.8% compared to 1Q 2018
-
Loss ratio, excluding catastrophe losses in the prior year
development, improved 60bps to 56.2% - 7.1% increase in gross premiums to $761 million compared to 1Q 2018
Argo’s well-defined strategy is driving economic value for all
shareholders. Your Board and management team have enabled excellent
total shareholder return over the past five years and our positive
financial outlook supports sustained value creation. There is no reason
to disrupt the positive strategic direction of the Company that is
serving shareholders so well.
PROTECT THE VALUE OF YOUR INVESTMENT BY VOTING THE WHITE
PROXY CARD TODAY
Argo urges shareholders to vote the WHITE proxy card “FOR”
all of the Company’s highly qualified director nominees in connection
with Argo’s Annual Meeting of Shareholders, which is scheduled to be
held on May 24, 2019. Argo shareholders of record as of the close of
business on March 11, 2019 will be entitled to vote at the Annual
Meeting.
Sincerely, | ||||||||
Thomas A. Bradley | F. Sedgwick Browne | Hector De Leon | ||||||
Mural R. Josephson | Anthony P. Latham | Dymphna A. Lehane | ||||||
Samuel G. Liss | Kathleen A. Nealon | John R. Power, Jr. | ||||||
Al-Noor Ramji | John H. Tonelli | Gary V. Woods, Chairman of the Board | ||||||
ABOUT ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
Argo Group International Holdings, Ltd. (NYSE: ARGO) is an international
underwriter of specialty insurance and reinsurance products in the
property and casualty market. Argo Group offers a full line of products
and services designed to meet the unique coverage and claims handling
needs of businesses in two primary segments: U.S. Operations and
International Operations. Argo Group’s insurance subsidiaries are A. M.
Best-rated ‘A’ (Excellent) (third highest rating out of 16 rating
classifications) with a stable outlook, and Argo Group’s U.S. insurance
subsidiaries are Standard and Poor’s-rated ‘A-‘(Strong) with a positive
outlook. More information on Argo Group and its subsidiaries is
available at www.argolimited.com.
ADDITIONAL INFORMATION
Argo Group International Holdings, Ltd. (“Argo Group”) has filed a
definitive proxy statement and WHITE proxy card with the U.S. Securities
and Exchange Commission (the “SEC”) in connection with its solicitation
of proxies for its 2019 Annual General Meeting of Shareholders (the
“2019 Annual General Meeting”). ARGO GROUP SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS
AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Shareholders may obtain the proxy statement, any amendments or
supplements to the proxy statement and other documents as and when filed
by Argo Group with the SEC without charge from the SEC’s website at www.sec.gov.
CERTAIN INFORMATION REGARDING PARTICIPANTS
Argo Group, its directors and certain of its executive officers may be
deemed to be participants in connection with the solicitation of proxies
from Argo Group’s shareholders in connection with the matters to be
considered at the 2019 Annual General Meeting. Information regarding the
identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, is set forth in the proxy
statement and other materials to be filed with the SEC. These documents
can be obtained free of charge from the sources indicated above.
If you have questions or need assistance in voting your shares, |
INNISFREE M&A INCORPORATED |
Shareholders Call Toll-Free: (877) 456-3442 |
Banks and Brokers Call Collect: (212) 750-5833 |
1 Permission to quote from report was neither sought nor
obtained.
2 Total shareholder return includes the reinvestment of
dividends on the ex-date. 1-Year TSR reflects a starting date of 4/30/18
and ending date of 4/30/19; 3-Year TSR reflects a starting date of
4/30/16 and ending date of 4/30/19; 5-Year TSR reflects a starting date
of 4/30/14 and ending date of 4/30/19.
3 Peer average includes Alleghany, American Financial, Arch,
Axis, Global Indemnity, Hallmark, Hanover, James River, Markel,
Protective, RLI, Selective, and W.R. Berkley.
Contacts
Argo Group International Holdings, Ltd.
Media:
David
Snowden, 210-321-2104
Senior Vice President, Group Communications
[email protected]
or
Investors:
Susan
Spivak Bernstein, 212-607-8835
Senior Vice President, Investor
Relations
[email protected]