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13D Filing: Sompo Holdings, Inc. and Blue Capital Reinsurance Holdings Ltd. (BCRH)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Sompo Holdings, Inc 0 0 0 0 2,912,458 33.2%
Sompo Japan Nipponkoa Insurance Inc 0 0 0 0 2,912,458 33.2%
Sompo International Holdings Ltd 412,458 0 412,458 0 2,912,458 33.2%
Endurance Specialty Insurance Ltd 2,500,000 0 2,500,000 0 2,912,458 33.2%

Page 1 of 17 – SEC Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Blue Capital Reinsurance Holdings Ltd.

(Name of Issuer)
Common Shares, par value $1.00 per share

(Title of Class of Securities)
G1190F107

(CUSIP Number)
Tetsuya Morito
Sompo Holdings, Inc.
26-1, Nishi-Shinjuku 1-chome
Shinjuku-ku, 160-8338
Tokyo, Japan
with a copy to:
Gordon Palmquist, Esq.
Shearman & Sterling LLP
Fukoku Seimei Building, 5th Floor
2-2-2 Uchisaiwaicho
Chiyoda-ku, Tokyo 100-0011
Japan
+81-3-5251-1601

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 2017

(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


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Page 2 of 17 – SEC Filing

SCHEDULE 13D
(1)
Names of Reporting Persons
Sompo Holdings, Inc.
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
(3)
SEC Use Only
(4)
Source of Funds (See Instructions)
OO
(5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
(6)
Citizenship or Place of Organization
Japan
Number of Shares Beneficially
Owned by Each
Reporting person
With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
0
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
0
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
2,912,458
(12)
Check Box if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
(13)
Percent of Class Represented by Amount in Row (11)
33.2
(14)
Type of Reporting Person (See Instructions)
CO

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Page 3 of 17 – SEC Filing

(1)
Names of Reporting Persons
Sompo Japan Nipponkoa Insurance Inc.
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
(3)
SEC Use Only
(4)
Source of Funds (See Instructions)
OO
(5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
(6)
Citizenship or Place of Organization
Japan
Number of Shares Beneficially
Owned by Each
Reporting person
With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
0
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
0
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
2,912,458
(12)
Check Box if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
(13)
Percent of Class Represented by Amount in Row (11)
33.2
(14)
Type of Reporting Person (See Instructions)
IC

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Page 4 of 17 – SEC Filing

(1)
Names of Reporting Persons
Sompo International Holdings Ltd.
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
(3)
SEC Use Only
(4)
Source of Funds (See Instructions)
OO
(5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
(6)
Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially
Owned by Each
Reporting person
With
(7)
Sole Voting Power
412,458
(8)
Shared Voting Power
0
(9)
Sole Dispositive Power
412,458
(10)
Shared Dispositive Power
0
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
2,912,458
(12)
Check Box if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
(13)
Percent of Class Represented by Amount in Row (11)
33.2
(14)
Type of Reporting Person (See Instructions)
IC

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Page 5 of 17 – SEC Filing

(1)
Names of Reporting Persons
Endurance Specialty Insurance Ltd.
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
(3)
SEC Use Only
(4)
Source of Funds (See Instructions)
WC
(5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
(6)
Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially
Owned by Each
Reporting person
With
(7)
Sole Voting Power
2,500,000
(8)
Shared Voting Power
0
(9)
Sole Dispositive Power
2,500,000
(10)
Shared Dispositive Power
0
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
2,912,458
(12)
Check Box if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
(13)
Percent of Class Represented by Amount in Row (11)
33.2
(14)
Type of Reporting Person (See Instructions)
IC

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Page 6 of 17 – SEC Filing

The purpose of this Amendment No. 8 to Schedule 13D (this “Amendment”) is to substitute Sompo International Holdings Ltd., a Bermuda exempted company (“SIH”), for Endurance Specialty Holdings Ltd., a Bermuda exempted company (“Endurance”), as a Reporting Person (as defined below) as a result of the asset transfer from Endurance to SIH, pursuant to which substantially all of the assets of Endurance, including all of the outstanding shares in Endurance Specialty Insurance Ltd., a Bermuda exempted company (“Endurance Bermuda”), were transferred from Endurance to SIH.  Except as set forth in this Amendment, all previous Items are unchanged.  Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Schedule 13D filed by Montpelier Reinsurance Ltd., a Bermuda exempted company (“Montpelier Re”), and Montpelier Re Holdings Ltd., a Bermuda exempted company (“Montpelier”), with the SEC on November 13, 2013 (the “Original 13D”).
Item 2. Identity and Background
Item 2 of the Original 13D is hereby deleted in its entirety and replaced with the following:
(a)          This Schedule 13D is being filed by Sompo Holdings, Inc. (“Sompo”), Sompo Japan Nipponkoa Insurance Inc. (“SJNI”), SIH and Endurance Bermuda (collectively, the “Reporting Persons”).
(b)          The address and principal executive office of Sompo and SJNI is 26-1, Nishi-Shinjuku 1-chome, Shinjuku-ku, 160-8338, Tokyo, Japan.  The address and principal executive office of SIH is Waterloo House, 100 Pitts Bay Road, Pembroke HM08 Bermuda.  The address and principal executive office of Endurance Bermuda is Waterloo House, 100 Pitts Bay Road, Pembroke HM08 Bermuda.
(c)          Sompo is a publicly-traded financial services holding company organized under the laws of Japan that, through various operating subsidiaries, is engaged in the provision of insurance services, operating through Domestic Property and Casualty Insurance, Domestic Life Insurance and Overseas Insurance, as well as other services including pensions, asset management and healthcare businesses.  Sompo’s shares are listed and posted for trading on the Tokyo Stock Exchange.
SJNI is property and casualty insurance company organized under the laws of Japan and a direct, wholly-owned subsidiary of Sompo.  SJNI was established through the merger of Sompo Japan Insurance Inc. and Nipponkoa Insurance Co., Ltd. in September 2014.
SIH is a global specialty provider of property and casualty insurance and reinsurance and a direct, wholly-owned subsidiary of SJNI.  Through its operating subsidiaries, SIH writes agriculture, casualty and other specialty, professional lines and property, marine and energy lines of insurance and catastrophe, property, casualty, professional lines and specialty lines of reinsurance.
Endurance Bermuda is a wholly-owned subsidiary of SIH registered in Bermuda under the Insurance Act as a Class 4 insurer to provide insurance and reinsurance on a rated basis.
The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons are set forth on Annex A hereto and are incorporated by reference herein in their entirety.
(d)          During the past five years, none of the Reporting Persons or, to their knowledge, persons listed on Annex A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)          During the past five years, none of the Reporting Persons or, to their knowledge, persons listed on Annex A attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original 13D is hereby supplemented to include the following:

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Page 7 of 17 – SEC Filing

Effective July 31, 2015, in accordance with the Agreement and Plan of Merger, dated as of March 31, 2015, among Montpelier, Endurance and Millhill Holdings Ltd., a direct, wholly-owned subsidiary of Endurance (“Montpelier Merger Sub”) (the “Montpelier Merger Agreement”), Montpelier was merged with and into Montpelier Merger Sub with Montpelier Merger Sub continuing as the surviving company, as a result of which Endurance became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier (the “First Montpelier Merger”).  Upon completion of the First Montpelier Merger, each share of common stock, 1/6 cent par value per share, of Montpelier issued and outstanding immediately prior to the effective time of the First Montpelier Merger was converted into the right to receive 0.472 of an ordinary share, par value $1.00 per share, of Endurance and cash in lieu of any fractional share to which the holder was entitled (the “Montpelier Merger Consideration”).  In addition, pursuant to the terms and conditions of the Montpelier Merger Agreement and prior to the effective time of the First Montpelier Merger, Montpelier paid a special dividend of $9.89 per Montpelier common share to the holders of record of issued and outstanding Montpelier common shares as of July 30, 2015, the record date for such special dividend.  Immediately following the First Montpelier Merger, Montpelier Merger Sub merged with and into Endurance pursuant to a merger agreement, dated as of July 31, 2015, by and between Endurance and Montpelier Merger Sub (the “Second Montpelier Merger”).  As a result of the Second Montpelier Merger, Endurance became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier.
Effective December 29, 2015, Montpelier Re merged with and into Endurance Bermuda with Endurance Bermuda continuing as the surviving company (the “Montpelier Re Merger”).  As a result of the Montpelier Re Merger, Endurance Bermuda became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier Re.
Effective March 28, 2017, in accordance with the Agreement and Plan of Merger, dated as of October 5, 2016, among Endurance, Sompo and Volcano International Limited, a Bermuda exempted company and a direct, wholly-owned subsidiary of SJNI (“Endurance Merger Sub”) (the “Endurance Merger Agreement”), Endurance Merger Sub merged with and into Endurance, with Endurance surviving the Endurance Merger as a direct, wholly-owned subsidiary of SJNI and an indirect, wholly-owned subsidiary of Sompo (the “Endurance Merger”).  As a result of the Endurance Merger, Sompo and SJNI became the beneficial owners of the reported shares of the Issuer formerly beneficially owned by Endurance.
Effective September 27, 2017, in accordance with the Stock and Asset Purchase and Sale Agreement, dated as of September 27, 2017, between SIH and Endurance, substantially all of the assets of Endurance, including all of the outstanding shares in Endurance Bermuda, was transferred to SIH (the “SIH Asset Transfer”).  As a result of the SIH Asset Transfer, SIH became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Endurance, and Endurance ceased to be a beneficial owner of the reported shares of the Issuer.
Item 4. Purpose of Transaction
Item 4 of the Original 13D is hereby deleted in its entirety and replaced with the following:
On July 31, 2015, Montpelier and Montpelier Merger Sub consummated the First Montpelier Merger in accordance with the Montpelier Merger Agreement.  As a result of the First Montpelier Merger, Montpelier ceased to exist as a separate entity and each outstanding common share of Montpelier was cancelled and converted into the right to receive the Montpelier Merger Consideration.  Immediately following the First Montpelier Merger, Endurance and Montpelier Merger Sub consummated the Second Montpelier Merger resulting in Endurance becoming the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier.
On December 29, 2015, Montpelier Re and Endurance Bermuda consummated the Montpelier Re Merger.  As a result of the Montpelier Re Merger, Montpelier Re ceased to exist as a separate entity, resulting in Endurance Bermuda becoming the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier Re.
On March 28, 2017, Endurance and Endurance Merger Sub consummated the Endurance Merger in accordance with the Endurance Merger Agreement.  As a result of the Endurance Merger, Sompo and SJNI also became the beneficial owners of the reported shares of the Issuer formerly beneficially owned by Endurance.

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Page 8 of 17 – SEC Filing

On September 27, 2017, Endurance and SIH entered into the Stock and Asset Purchase and Sale Agreement pursuant to which the SIH Asset Transfer was effected.  As a result of the SIH Asset Transfer, SIH became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Endurance, and Endurance ceased to be a beneficial owner of the reported shares of the Issuer.
Pursuant to the Shareholder and Registration Rights Agreement, dated as of November 12, 2013 between the Issuer and Montpelier Re, Endurance Bermuda (as the successor to Montpelier Re) will have the right to nominate two of the Issuer’s five directors (or, if the Issuer’s Board of Directors consists of more than five directors, not less than 40% of the total board seats at any given time) until the later of the date on which (1) SIH (as the successor to Montpelier), or any of its wholly-owned subsidiaries, sell any of their Common Shares and (2) SIH (as the successor to Montpelier), or any of its wholly-owned subsidiaries, own less than 5% of the Common Shares.  Endurance Bermuda will have the right to designate one of its nominees as chairman of the Issuer’s Board of Directors.  In their capacity as a director of the Issuer, Endurance Bermuda’s nominees on the Issuer’s Board of Directors may take an active role in working with the Issuer’s management on operational, financial and strategic initiatives.
Members of the Issuer’s management are also employees of the Reporting Persons.  In their capacity as management of the Issuer, these employees may take an active role with respect to the Issuer’s operational, financial and strategic initiatives.
The Reporting Persons regularly review the Issuer’s business, performance, condition (financial or otherwise), results of operations, operations, competitive position, share price and anticipated future developments and prospects, as well as general economic conditions and existing and anticipated market and industry conditions and trends affecting the Issuer.  The Reporting Persons regularly discuss such matters with the Issuer’s management and Board of Directors either directly or through Board participation.  As a result of these or other factors and any such discussions, the Reporting Persons may, and reserve the right to, formulate and actively participate in any plans or proposals regarding the Issuer, including any of the actions or transactions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D, and to change their intentions with respect thereto at any time, as they deem appropriate.

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Page 9 of 17 – SEC Filing

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED:  September 29, 2017
Sompo Holdings, Inc.
By:
/s/ Shigeru Ehara
Name:
Shigeru Ehara
Title:
Representative Director,
Senior Managing Executive Officer
Sompo Japan Nipponkoa Insurance Inc.
By:
/s/ Shigeru Ehara
Name:
Shigeru Ehara
Title:
Director,
Senior Managing Executive Officer
Sompo International Holdings Ltd.
By:
/s/ John V. Del Col
Name:
John V. Del Col
Title:
General Counsel & Secretary
Endurance Specialty Insurance Ltd.
By: /s/ John V. Del Col
Name:
John V. Del Col
Title:
General Counsel & Secretary

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Page 10 of 17 – SEC Filing

Annex A
The following table sets forth the name, present business address, present occupation and citizenship of each director and executive officer of the Reporting Persons as of September 29, 2017.
DIRECTORS AND EXECUTIVE OFFICERS OF SOMPO HOLDINGS, INC.
Name
Present Business Address
Present Occupation
Citizenship
Kengo Sakurada
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Group CEO, Representative Director, President and Executive Officer of Sompo Holdings, Inc. / Director of Sompo Japan Nipponkoa Insurance Inc.
Japan
Shinji Tsuji
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Group CFO, Representative Director, Deputy President and Senior Managing Executive Officer of Sompo Holdings, Inc.
Japan
Shigeru Ehara
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Overseas Insurance Business Owner, Representative Director, Senior Managing Executive Officer of Sompo Holdings, Inc. / Director, Senior Managing Executive Officer, of Sompo Japan Nipponkoa Insurance Inc.
Japan
Masato Fujikura
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Group CRO, Director, Managing Executive Officer of Sompo Holdings, Inc. / Director, Managing Executive Officer of Sompo Japan Nipponkoa Insurance Inc.
Japan
Koichi Yoshikawa
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Group CACO, Director, Managing Executive Officer of Sompo Holdings, Inc. / Director, Managing Executive Officer of Sompo Japan Nipponkoa Insurance Inc.
Japan
Mikio Okumura
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan / 15F, Shinagawa Seaside East Tower, 12-8, Higashishinagawa 4-chome, Tokyo 140-0002, Japan
Nursing Care & Healthcare Business Owner, Director, Managing Executive Officer of Sompo Holdings, Inc.
Japan

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Page 11 of 17 – SEC Filing

Keiji Nishizawa
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Domestic P&C Insurance Business Owner, Director of Sompo Holdings, Inc. / Representative Director, President and Chief Executive Officer of Sompo Japan Nipponkoa Insurance Inc.
Japan
Kaoru Takahashi
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan / 6-13-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8626, Japan
Domestic Life Insurance Business Owner, Director of Sompo Holdings, Inc. / Representative Director, President and Chief Executive Officer of Sompo Japan Nipponkoa Himawari Life Insurance, Inc.
Japan
Sawako Nohara
Shiroyama Trust Tower 27th Floor, 4-3-1 Toranomon, Minato-ku, Tokyo 105-6027, Japan
Representative Director and President of IPSe Marketing, Inc.
Japan
Isao Endo
ARK Mori Building 23rd Floor, 1-12-32 Akasaka, Minato-ku, Tokyo 107-6023, Japan
Chairman of Roland Berger Ltd.
Japan
Tamami Murata
Tokyo Building 7th Floor, 3-1-7 Kojimachi, Chiyoda-ku, Tokyo 102-0083, Japan
Attorney at Law of Murata Law Office
Japan
Scott Trevor Davis
3-34-1 Nishi-Ikebukuro, Toshima-ku, Tokyo 171-8501, Japan
Professor of the Department of Global Business, College of Business, Rikkyo University
Australia

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Page 12 of 17 – SEC Filing

DIRECTORS AND EXECUTIVE OFFICERS OF SOMPO JAPAN NIPPONKOA INSURANCE INC.
Name
Present Business Address
Present Occupation
Citizenship
Masaya Futamiya
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Representative Director, Chairman of Sompo Japan Nipponkoa Insurance Inc.
Japan
Keiji Nishizawa
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Domestic P&C Insurance Business Owner, Director of Sompo Holdings, Inc. / Representative Director, President and Chief Executive Officer of Sompo Japan Nipponkoa Insurance Inc.
Japan
Shiro Sato
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Representative Director, Senior Managing Executive Officer of Sompo Japan Nipponkoa Insurance Inc.
Japan
Shigeru Ehara
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Overseas Insurance Business Owner, Representative Director, Senior Managing Executive Officer of Sompo Holdings, Inc. / Director, Senior Managing Executive Officer, of Sompo Japan Nipponkoa Insurance Inc.
Japan
Toshihiro Wada
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Director, Senior Managing Executive Officer of Sompo Japan Nipponkoa Insurance Inc.
Japan
Masato Fujikura
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Group CRO, Director, Managing Executive Officer of Sompo Holdings, Inc. / Director, Managing Executive Officer of Sompo Japan Nipponkoa Insurance Inc.
Japan
Takashi Yonekawa
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Director, Managing Executive Officer, of Sompo Japan Nipponkoa Insurance Inc.
Japan
Shoji Ito
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Director, Managing Executive Officer of Sompo Japan Nipponkoa Insurance Inc.
Japan

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Page 13 of 17 – SEC Filing

Satoshi Iitoyo
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Director, Managing Executive Officer of Sompo Japan Nipponkoa Insurance Inc.
Japan
Shinichi Urakawa
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Group CIO, Managing Executive Officer of Sompo Holdings, Inc. / Director, Managing Executive Officer of Sompo Japan Nipponkoa Insurance Inc.
Japan
Hisato Hosoi
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Director, Managing Executive Officer of Sompo Japan Nipponkoa Insurance Inc.
Japan
Nobuhiro Kojima
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Director, Managing Executive Officer of Sompo Japan Nipponkoa Insurance Inc.
Japan
Koichi Yoshikawa
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Group CACO, Director, Managing Executive Officer of Sompo Holdings, Inc. / Director, Managing Executive Officer of Sompo Japan Nipponkoa Insurance Inc.
Japan
Kengo Sakurada
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Group CEO, Representative Director, President and Executive Officer of Sompo Holdings, Inc. / Director of Sompo Japan Nipponkoa Insurance Inc.
Japan
Fujiyo Ishiguro
Tokyu Ginza 2 Chome Building, 2-15-2 Ginza, Chuo-ku, Tokyo 104-0061, Japan
Representative Director, President & CEO of Netyear Group Corporation
Japan
Kazunari Uchida
1-6-1, Nishi-Waseda, Shinjuku-ku, Tokyo 169-8050, Japan
Professor of the Department of Management Strategy, Waseda Business School
Japan

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Page 14 of 17 – SEC Filing

DIRECTORS OF SOMPO INTERNATIONAL HOLDINGS LTD.
Name
Present Business Address
Present Occupation
Citizenship
John Charman
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Chief Executive Officer and President of Sompo International Holdings Ltd.
United Kingdom
Shigeru Ehara
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Overseas Insurance Business Owner, Representative Director, Senior Managing Executive Officer of Sompo Holdings, Inc. / Director, Senior Managing Executive Officer, of Sompo Japan Nipponkoa Insurance Inc.
Japan
Nigel Frudd
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Managing Executive Officer of Sompo Holdings, Inc. / Chief Strategy Officer of Sompo International Holdings Ltd.
United Kingdom

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Page 15 of 17 – SEC Filing

EXECUTIVE OFFICERS OF SOMPO INTERNATIONAL HOLDINGS LTD.
Name
Present Business Address
Present Occupation
Citizenship
John Charman
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Chief Executive Officer and President of Sompo International Holdings Ltd.
United Kingdom
John V. Del Col
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
General Counsel and Secretary of Sompo International Holdings Ltd.
United States of America
Stephen H.R. Young
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
CEO, Global Reinsurance of Sompo International Holdings Ltd.
Bermuda
John A. Kuhn
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
CEO, Global Insurance of Sompo International Holdings Ltd.
United States of America
Michael J. McGuire
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Chief Financial Officer of Sompo International Holdings Ltd.
United States of America
Carrie L. Rosorea
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Chief Accounting Officer of Sompo International Holdings Ltd.
United States of America
Christopher Gallagher
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Chief Risk Officer & Group Actuary of Sompo International Holdings Ltd.
United Kingdom
Nigel Frudd
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Managing Executive Officer of Sompo Holdings, Inc. / Chief Strategy Officer of Sompo International Holdings Ltd.
United Kingdom

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Page 16 of 17 – SEC Filing

DIRECTORS OF ENDURANCE SPECIALTY INSURANCE LTD.
Name
Present Business Address
Present Occupation
Citizenship
John Charman
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Chief Executive Officer and President of Sompo International Holdings Ltd.
United Kingdom
Yoshitaka Abe
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
General Manager, Global Reinsurance Department of Sompo Holdings, Inc.
Japan
John V. Del Col
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
General Counsel and Secretary of Sompo International Holdings Ltd.
United States of America
Nigel Frudd
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Managing Executive Officer of Sompo Holdings, Inc. / Chief Strategy Officer of Sompo International Holdings Ltd.
United Kingdom
Atsushi Mizuguchi
1-26-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-8338, Japan
Managing Executive Officer of Sompo Holdings, Inc. / Managing Executive Officer of Sompo Japan Nipponkoa Insurance Inc. / Chairman & CEO of Sompo America Holdings Inc.
Japan

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Page 17 of 17 – SEC Filing

EXECUTIVE OFFICERS OF ENDURANCE SPECIALTY INSURANCE LTD.
Name
Present Business Address
Present Occupation
Citizenship
John Charman
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Chief Executive Officer and President of Sompo International Holdings Ltd.
United Kingdom
John V. Del Col
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
General Counsel & Secretary of Endurance Specialty Insurance Ltd.
United States of America
Nigel Frudd
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Managing Executive Officer of Sompo Holdings, Inc. / Chief Strategy Officer of Sompo International Holdings Ltd.
United Kingdom
Christopher Gallagher
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Chief Risk Officer & Group Actuary of Endurance Specialty Insurance Ltd.
United Kingdom
John A. Kuhn
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Chief Executive Officer, Global Reinsurance of Endurance Specialty Insurance Ltd.
United States of America
Michael J. McGuire
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Chief Financial Officer of Endurance Specialty Insurance Ltd.
United States of America
Carrie L. Rosorea
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Chief Accounting Officer of Sompo International Holdings Ltd.
United States of America
Stephen Young
Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda
Chief Executive Officer, Global Reinsurance of Endurance Specialty Insurance Ltd.
Bermuda


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