Enstar Group Limited 2024-2025 Proxy Voting Records

Description as filed by funds: To approve (a) the Agreement and Plan of Merger dated as of July 29, 2024 (the "Merger Agreement"), by and among Enstar Elk Bidco Limited ("Parent"), Elk Merger Sub Limited ("Parent Merger Sub"), Deer Ltd. ("New Company Holdco") and Deer Merger Sub Ltd. ("Company Merger Sub"), pursuant to which (i) Company Merger Sub will merge with and into Enstar, with Enstar surviving the merger (the "First Merger"), in accordance with the terms of the Merger Agreement and the terms of the First Statutory Merger Agreement in the form substantially attached to the Merger Agreement, (ii) as soon as practicable following the consummation of the First Merger, New Company Holdco will merge with and into Enstar, with Enstar surviving such merger (the "Second Merger"), in accordance with the terms of the Merger Agreement and the terms of the Second Statutory Merger Agreement in the form substantially attached to the Merger Agreement, and (iii) as soon as practicable following the consummation of such merger, Parent Merger Sub will merge with and into Enstar, with Enstar surviving such merger (the "Third Mer Merger" and together with the Second Merger and the Third Merger, the "Mergers"), in accordance with the terms of the Merger Agreement and the terms of the Third Statutory Merger Agreement in the form substantially attached to the Merger Agreement, (b) the Statutory Merger Agreements and (c) the Mergers.

Enstar Group Limited’s own tally for this item (“3. The Merger Proposal – To approve (a) the Merger Agreement, pursuant to which (i) Company Merger Sub will merge with and into Enstar, with Enstar surviving the merger (the "First Merger"), in accordance with the terms ”): 11,855,301 for, 635,469 against — passed, per its Form 8-K filed November 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “As a result, the Merger Proposal was approved by the requisite vote of the Company's shareholders.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 94 asset managers below reported 10,477,738 for, 319,901 against, 469,178 abstained.

Showing the 25 largest of 94 asset managers. See all 94 in the interactive database.

Description as filed by funds: To approve, with immediate effect, an amendment to Enstar's bye- laws, by inserting a new bye-law 78 as set forth in the Proxy Statement, which would require any resolution proposed at a general meeting to approve the merger or amalgamation of Enstar with any other company to be approved by the affirmative vote of a majority of the votes cast by Enstar shareholders that are present (in person or by proxy) and voting at such general meeting.

Enstar Group Limited’s own tally for this item (“1. The First Bye-Law Amendment Proposal – To approve, with immediate effect, an amendment to Enstar's bye-laws, inserting a new bye-law 78 as set forth in the Proxy Statement, which would require any resolution proposed ”): 12,145,646 for, 342,019 against — passed, per its Form 8-K filed November 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “As a result, the First Bye-Law Amendment Proposal was approved by the requisite vote of the Company's shareholders.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“82.05% of the issued and outstanding”).

The 81 asset managers below reported 4,216,319 for, 1,800 against.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: To approve, with immediate effect, an amendment to Enstar's bye- laws, by inserting a new bye-law 79 as set forth in the Proxy Statement, which would grant exclusive jurisdiction to the Supreme Court of Bermuda for any dispute arising out of or in connection with Enstar's bye-laws.

Enstar Group Limited’s own tally for this item (“2. The Second Bye-Law Amendment Proposal – To approve, with immediate effect, an amendment to Enstar's bye-laws, inserting a new bye-law 79 as set forth in the Proxy Statement, which would grant exclusive jurisdiction to”): 6,954,353 for, 5,535,234 against — passed, per its Form 8-K filed November 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “As a result, the Second Bye-Law Amendment Proposal was approved by the requisite vote of the Company's shareholders.”
Support: 56% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 1,525,642 for, 2,692,477 against.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: To approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to approve the Merger Agreement and the Mergers.

Enstar Group Limited’s own tally for this item (“5. The Adjournment Proposal – To approve an adjournment of the Special General Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time ”): 11,743,517 for, 733,713 against — passed, per its Form 8-K filed November 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “As a result, the Adjournment Proposal was approved by the requisite vote of the Company's shareholders.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 93 asset managers below reported 10,652,245 for, 599,348 against, 14,566 abstained.

Showing the 25 largest of 93 asset managers. See all 93 in the interactive database.

Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Enstar to its named executive officers in connection with the Mergers.

Enstar Group Limited’s own tally for this item (“4. The Merger-Related Compensation Proposal – To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Enstar to its named executive officers in connection with the Mergers”): 5,030,442 for, 7,436,269 against — failed, per its Form 8-K filed November 7, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “As a result, the Merger-Related Compensation Proposal was not approved by the requisite vote of the Company's shareholders.”
Support: 40% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 81 managers: 254,797 for, 3,959,257 against, 4,065 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 222 managers: 1,836,040 for, 4,356,334 against, 105 withheld, 12,132 abstained, 794 not voted, 450 unknown. Showing the 25 largest; see all in the interactive database.