Market Overview

Glass Lewis Supports Voce Capital's Case for Change at Argo


Leading Proxy Advisory Firm Recommends Shareholders Vote FOR Election
of Voce Nominees – Charles H. Dangelo and Nicholas C. Walsh – on the
BLUE Proxy Card

Endorses Voce's ‘Compelling Roadmap' to Achieve Cost Savings and
Unlock Shareholder Value

Criticizes Argo's Numerous ‘Inferior' Governance Practices,
‘Entrenched Board' and ‘Excessive and Inappropriate Corporate Expenses'

Supports Voce's Call to Remove and Replace Argo's Board Chairman

Voce Urges Shareholders to Vote on the BLUE Proxy Card FOR All Five
of Voce's Highly-Qualified Nominees and FOR Its Proposals

Voce Capital Management LLC ("Voce"), the beneficial owner of
approximately 5.6% of the shares of Argo Group International Holdings,
Ltd. (NYSE:ARGO) ("Argo" or the "Company"), today announced that
leading proxy advisory firm Glass, Lewis & Co. ("Glass Lewis") has
recommended that shareholders vote FOR the election of Voce's
independent, highly-qualified director nominees, Charles H. Dangelo and
Nicholas C. Walsh, to the Argo Board of Directors at the upcoming 2019
Annual Meeting. Glass Lewis has also recommended shareholders vote to
remove and replace Argo's Chairman of the Board, Gary V. Woods. Notably,
Glass Lewis has recommended that Argo shareholders cast their votes on
Voce's BLUE proxy card, rather than the Company's white ballot.

In its report, Glass Lewis affirmed Voce's views on several of Argo's
"inferior"1 corporate governance practices and the need for
change at the Company, specifically regarding Argo's corporate expenses
and Board oversight. Glass Lewis also endorsed many of the ideas to
unlock shareholder value at Argo that Voce has presented. In reaching
its conclusion that shareholders should back Voce's case for change at
Argo, Glass Lewis determined:2

  • "We believe Voce has underscored several
    inferior corporate governance practices at Argo
    , including
    maintaining a staggered board, no plurality carveout voting standard
    for contested elections and allowing share pledging by executives and
    directors. These provisions run contrary to
    corporate governance best practices and generally diminish the rights
    of shareholders
    , in our view."
  • "Voce has presented a compelling roadmap
    to achieving cost savings across the organization and that several of its
    ideas warrant further consideration by management and the board
    including potentially disposing the run-off portfolio."
  • "Overall, we believe Voce has raised valid
    questions about the Company's high expenses
    , including its OUE
    expense ratio and investment expense ratio relative to peers."
  • "We believe Voce has underscored the
    potential to unlock additional value through a focus on cost savings
    particularly in the investment portfolio where the Company appears to
    have materially higher costs than peers for no justifiable reason, in
    our view."
  • "Notably, all five directors targeted for
    removal by Voce have served on the board for at least 15 years and
    have served on the board for an average of 18 years
    . In this
    case, we believe it would be reasonable for
    shareholders to question the independence and objectivity of a board
    where a critical mass of directors have served together for 15 to 20
  • "Argo appears to have an expense management
    . The Company's expenses have long
    been materially higher than peers
    , including an expense ratio
    that was higher than the peer average in each of the last five years. Argo's
    investment expense ratio is also significantly higher than peers

    and increased dramatically over the last five years for reasons
    that have not been clearly explained or justified
    , in our view."
  • "Taking these factors together, we believe
    it would be in the interests of shareholders to appoint new directors
    who could be reasonably expected to focus on expense management and
    board oversight concerns articulated by Voce

Voce issued the following statement in response to Glass Lewis' report:
"We are pleased that Glass Lewis supports our multi-faceted call for
change at Argo and recommends shareholders vote for the election of our
highly-qualified nominees Charles H. Dangelo and Nicholas C. Walsh and
the removal of its long-serving Chairman. In its report, Glass Lewis
echoed many of the concerns we have articulated throughout our campaign,
including Argo's egregious expenses, entrenched and over-tenured Board
leadership and numerous corporate governance failings. In our view, it
is particularly telling that Glass Lewis has called for the removal of
Chairman Gary V. Woods, underscoring the extent of the leadership and
oversight deficiencies at Argo. Just as importantly, Glass Lewis
affirmed the core tenets of our roadmap to unlock significant value by
tapping unrealized expense, capital and governance opportunities at the

However, we continue to believe that even more significant Board reform
and revitalization is needed at Argo, and we're confident the five
highly-qualified, fully-independent Director candidates we have
nominated are best-positioned to restore accountability, independence
and integrity to the Company. It's time to reverse the self-indulgent
culture of entrenchment and entitlement that has flourished under the
aegis of the current Board. Our slate of Nominees will do so."

The 2019 Annual Meeting is rapidly approaching and is scheduled to be
held on May 24, 2019. Voce urges its fellow shareholders to vote on the BLUE
proxy card FOR all five of its highly-qualified Nominees – Bernard C.
Bailey, Charles H. Dangelo, Admiral Kathleen M. Dussault, Carol A.
McFate and Nicholas C. Walsh – and FOR its proposals. For more
information, investors can visit


About Voce Capital Management LLC

Voce Capital Management LLC is a fundamental value-oriented,
research-driven investment adviser founded in 2011 by J. Daniel
Plants. The San Francisco-based firm is 100% employee-owned.

Additional Information and Where to Find It

Voce Catalyst Partners LP, Voce Capital Management LLC, Voce Capital
LLC, and J. Daniel Plants, (collectively, the "Participants") filed with
the Securities and Exchange Commission (the "SEC") a definitive proxy
statement and accompanying form of proxy on April 12, 2019 to be used in
connection with the solicitation of proxies from the members of Argo
Group International Holdings, Ltd. (the "Company"). All members of the
Company are advised to read the definitive proxy statement and other
documents related to the solicitation of proxies by the Participants
when they become available, as they will contain important information,
including additional information related to the Participants and
information about the Participants' director nominees. The definitive
proxy statement and an accompanying proxy card will be furnished to some
or all of the Company's stockholders and are, along with other relevant
documents, available at no charge on the SEC website at

Cautionary Statement Regarding Forward-Looking Statements

All statements contained in this press release that are not clearly
historical in nature or that necessarily depend on future events are
"forward-looking statements," which are not guarantees of future
performance or results, and the words "anticipate," "believe," "expect,"
"potential," "could," "opportunity," "estimate," "plan," and similar
expressions are generally intended to identify forward-looking
statements. The projected results and statements contained in this press
release that are not historical facts are based on current expectations,
speak only as of the date of this press release and involve risks that
may cause the actual results to be materially different. In light of the
significant uncertainties inherent in the forward-looking statements,
the inclusion of such information should not be regarded as a
representation as to future results. Voce disclaims any obligation to
update the information herein and reserves the right to change any of
its opinions expressed herein at any time as it deems appropriate. Voce
has not sought or obtained consent from any third party to use any
statements or information indicated herein as having been obtained or
derived from statements made or published by third parties.


1 Permission to quote Glass Lewis was neither sought nor

2 Emphasis added.

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