Market Overview

Sirius International Insurance Group, Ltd. and Easterly Acquisition Corp. Amend Merger Agreement


Sirius enters into equity subscription agreements in advance of
business combination

On August 30, 2018, Sirius International Insurance Group, Ltd. ("Sirius
Group"), a global multi-line insurance and reinsurance group, and
Easterly Acquisition Corp. ("Easterly") (NASDAQ:EACQ) announced that
they have executed an amendment to the agreement and plan of merger (the
"Merger Agreement") for the previously announced business combination of
Sirius Group with Easterly, pursuant to which Easterly will merge with
and become a wholly-owned subsidiary of Sirius Group (the "Merger") and
Sirius Group will become a publicly listed company.

The amendment, among other things, modifies the date on which the
exchange ratio, used to calculate the number of Sirius Group common
shares to be issued in the Merger, is determined. Pursuant to the terms
of the Merger Agreement, as amended, Easterly's common stock will be
exchanged for Sirius Group's common shares at a value equal to 1.05x
Sirius Group's diluted GAAP book value per share as of September 30,
2018 (the "Merger Price"), instead of as of June 30, 2018.

Sirius Group has also entered into subscription agreements with
affiliated funds of Gallatin Point Capital, The Carlyle Group,
Centerbridge Partners, L.P. and Bain Capital Credit (the "investors")
pursuant to which the investors have committed to purchase $213 million
of Series B preference shares and common shares in a private placement,
which amount may be decreased to $111 million at Sirius Group's option.
In addition, the investors will receive warrants that are exercisable
for a period of five years after the issue date at a strike price equal
to 125% of the Merger Price.

The closing of the private placement is subject to the closing of the
Merger, as well as other customary conditions. Proceeds from the private
placement will be used by Sirius Group to redeem all outstanding Series
A preference shares, and the remainder for general corporate purposes.

The Merger has been unanimously approved by the boards of directors of
Sirius Group and Easterly and is expected to close at the end of the
third or beginning of the fourth quarter of 2018. Completion of the
Merger is subject to the satisfaction of certain conditions including,
but not limited to, approval of the transaction by Easterly's
stockholders, but is not subject to any insurance regulatory approvals
or a minimum cash condition.

About Sirius Group

Sirius Group is a Bermuda-based holding company with operating companies
in Bermuda, Stockholm, New York and London. Established in 1945, Sirius
Group, utilizing its unique global branch network, provides multi-line
insurance and reinsurance in over 140 countries including lead capacity
for property, accident & health and other exposures. Sirius Group
maintains a disciplined and professional underwriting approach, superior
risk evaluation, and best-in class pricing technology. Sirius Group
wrote gross written premiums of $1.4 billion in 2017.

About Easterly LLC

Easterly LLC is a private asset management holding company that has
interests in boutique investment management firms. Easterly's core
expertise is in acting as a principal to grow business platforms.
Easterly enhances businesses as a partner through capital formation,
corporate development and strategic implementation activities.
Easterly's principals have a proven track record of delivering
outperformance to both public and private investors across a variety of

About Easterly Acquisition Corp.

Easterly Acquisition Corp. is a Special Purpose Acquisition Company
sponsored by Easterly Acquisition Sponsor, LLC, an affiliate of Easterly
LLC, for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses or assets. Easterly Acquisition
Corp. completed its initial public offering in August 2015, raising $200
million in cash proceeds. Easterly Acquisition Corp.'s officers and
certain of its directors are affiliated with Easterly LLC.

Additional Information about the Transaction and Where to Find It

This communication relates to a proposed business combination (the
"Proposed Transaction") between Easterly and Sirius Group and may be
deemed to be solicitation material in respect of the Proposed
Transaction. Easterly will file with the SEC a report on Form 8-K which
will include the amendment to the Merger Agreement as an exhibit thereto
[and the private placement documentation between Sirius Group and the
investors]. Easterly previously filed with the SEC a report on Form 8-K
regarding the Proposed Transaction contemplated by the Merger Agreement,
which included the Merger Agreement as an exhibit thereto. All parties
desiring details regarding the Proposed Transaction, including the
Merger, are urged to review these documents, which are or will be
available at the SEC's website (

The Proposed Transaction will be submitted to the stockholders of
Easterly for their approval. In connection with the Proposed
Transaction, Sirius Group has filed with the SEC a Registration
Statement on Form S-4 that included a proxy statement of Easterly and a
prospectus of Sirius. Sirius Group will post on its website more
information regarding the private placement documentation between Sirius
Group and the investors. This communication is not a substitute for the
Registration Statement on Form S-4 or any other documents that Sirius
Group or Easterly may file with the SEC or that Easterly may send to its
stockholders in connection with the Proposed Transaction. After the
Registration Statement on Form S-4 is declared effective, Easterly will
mail a definitive proxy statement/prospectus to its stockholders in
connection with Easterly's solicitation of proxies for the special
meeting of Easterly stockholders to be held to approve the business
combination and related transactions. This press release does not
contain all the information that should be considered concerning the
Proposed Transaction, including relevant risk factors that will be
included in the preliminary proxy statement/prospectus. It is not
intended to provide the basis for any investment decision or any other
decision in respect to the Proposed Transaction. Easterly stockholders
and other interested persons are advised to read the preliminary proxy
statement/prospectus, the amendments thereto, and the definitive proxy
statement/prospectus (including any documents incorporated by reference
therein), as these materials will contain important information about
Sirius Group, Easterly and the Proposed Transaction. Investors and
stockholders can obtain free copies of the preliminary proxy
statement/prospectus and other documents filed with the SEC by Easterly
through the web site maintained by the SEC at
In addition, investors and stockholders can obtain free copies of the
preliminary proxy statement once it is available from Easterly by
accessing Easterly's website at

Forward-Looking Statements

This communication contains "forward-looking statements," including
statements relating to the expected closing of the Merger and the
private placement. Forward-looking statements are typically identified
by words such as "plan," "believe," "expect," "anticipate," "intend,"
"outlook," "estimate," "forecast," "project," "continue," "could,"
"may," "might," "possible," "potential," "predict," "should," "would""
and other similar words and expressions, but the absence of these words
does not mean that a statement is not forward-looking. The
forward-looking statements are based on the current expectations of the
management of Sirius Group and Easterly, as applicable, and are
inherently subject to uncertainties and changes in circumstance and
their potential effects and speak only as of the date of such statement.
There can be no assurance that future developments will be those that
have been anticipated. These forward-looking statements involve a number
of risks, uncertainties or other assumptions that may cause actual
results or performance to be materially different from those expressed
or implied by these forward-looking statements.

For Sirius Group, these risks and uncertainties include, but are not
limited to, Sirius Group's exposure to unpredictable catastrophic and
casualty events and unexpected accumulations of attritional losses;
increased competition from existing insurers and reinsurers and from
alternative capital providers, such as insurance-linked funds and
collateralized special purpose insurers; decreased demand for Sirius
Group's insurance or reinsurance products; consolidation and cyclical
changes in the insurance and reinsurance industry; the inherent
uncertainty of estimating loss and loss adjustment expenses reserves,
including asbestos and environmental reserves, and the possibility that
such reserves may be inadequate to cover Sirius Group's ultimate
liability for losses; a decline in Sirius Group's operating
subsidiaries' ratings with rating agencies; the limited liquidity and
trading of Sirius Group's securities following the Merger; the ability
to recognize the anticipated benefits of the Merger; and costs related
to the Merger and Sirius Group's status as a publicly traded company.
For Easterly, these risks and uncertainties include, but are not limited
to, the successful combination of Easterly with Sirius Group's business;
amount of redemptions; the ability to retain key personnel; and the
ability to achieve stockholder and regulatory approvals and to
successfully close the transaction.

Should one or more of these risks or uncertainties materialize, or
should any of the assumptions made by the management of Sirius Group and
Easterly prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. Additional
information on these and other factors that may cause actual results and
performance to differ materially is included in Easterly's periodic
reports filed with the SEC, including but not limited to Easterly's Form
10-K for the year ended December 31, 2017 and subsequent Forms 10-Q, and
in Sirius Group's Registration Statement on Form S-4 filed with the SEC.
Copies may be obtained by contacting Easterly or Sirius Group, as
appropriate, or by visiting
Except to the extent required by applicable law or regulation, Sirius
Group and Easterly undertake no obligation to update these
forward-looking statements to reflect events or circumstances after the
date of the proxy statement/prospectus or to reflect the occurrence of
unanticipated events.

No Offer or Solicitation

This communication is for informational purposes only and is neither an
offer to sell or purchase, nor the solicitation of an offer to buy or
sell any securities, nor is it a solicitation of any vote, consent, or
approval in any jurisdiction pursuant to or in connection with the
Proposed Transaction or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of
applicable law.

Participants in Solicitation

Easterly and Sirius Group, and their respective directors and executive
officers, may be deemed participants in the solicitation of proxies of
Easterly stockholders in respect of the Proposed Transaction.
Information about the directors and executive officers of Easterly is
set forth in Easterly's Annual Report on Form 10-K for the year ended
December 31, 2017. Information about the directors and executive officers
of Sirius Group and more detailed information regarding the identity of
all potential participants, and their direct and indirect interests, by
security holdings or otherwise, are set forth in Easterly's preliminary
proxy statement/prospectus. Investors may obtain additional information
about the interests of such participants by reading such preliminary
proxy statement/prospectus.

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