Market Overview

Argo Comments on Glass Lewis Report

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Argo Recommends Shareholders Vote the WHITE Proxy Card in Support of
Argo's Highly Qualified Slate of Directors

Institutional Shareholder Services (ISS) Previously Recommended
Shareholders Vote the WHITE Proxy Card in Support of All of Argo's
Directors

Argo Group International Holdings, Ltd. (NYSE:ARGO), an international
underwriter of specialty insurance and reinsurance products in the
property and casualty market, today made the following statement in
response to a report issued by Glass Lewis & Co. ("Glass Lewis")
regarding the election of directors to Argo's Board of Directors at the
Company's upcoming annual meeting on May 24, 2019.

"We are pleased that both Glass Lewis and ISS recognize the strong
results we have delivered for shareholders, our continued strong
operational performance and the merits of our Board refreshment process.
We particularly value the support of ISS, which recognizes the strength
of our Board's nominees and our commitment to strong corporate
governance practices.

"We believe that Glass Lewis has failed to acknowledge the important
contributions that Gary Woods and Sedgwick Browne continue to make as
strong and engaged directors. Mr. Woods' leadership as independent
Chairman has been instrumental to guiding our long-term strategy and our
expense management, all of which has led to our track-record of
outperformance. Additionally, the Board's vigorous oversight of
management has been significantly enhanced by Mr. Browne's robust
experience in the global insurance and reinsurance industries, as well
as his in-depth knowledge of the Company's business lines and
operations. Mr. Browne's profound expertise in financial reporting and
the insurance regulatory framework make him a leading and trusted
independent voice on the Risk & Capital Committee where he serves as
Chair, the Audit Committee and in all matters related to regulatory
compliance. Furthermore, both Messrs. Woods and Brown have been
instrumental in executing the Board's ongoing, orderly process for Board
refreshment, which has integrated experienced directors with the fresh
perspectives of our newer directors and has played a crucial role in the
strong performance of our business. We believe that any unnecessary and
imprudent changes to this thoughtfully planned refreshment program
increases the danger that our growth trajectory will take a wrong turn."

While the Company disagrees with Glass Lewis' conclusion, important
points were made in its report, including1:

Strong Shareholder Returns

"…depending on the peer group selected for comparison, Argo has either
delivered TSR performance that is in-line with peers or, alternatively,
considerably outperformed relative to peers over the last three and five
years. The Company also, indisputably, delivered favorable one-year TSR
performance along with strong fundamental operating performance and
share price appreciation coming out of the first quarter of 2019."

Robust Operational Results

"Argo has also consistently delivered a favorable loss ratio relative to
its peers, has articulated a strategy to manage expenses that appeared
to gain traction in 2018, and delivered a favorable combined ratio
relative to peers in 2018, in our view."

Commitment to Board Refreshment

"…the Company appears to generally have reasonable corporate governance
practices, including a skilled and newly expanded and refreshed board
and reasonable executive compensation practices."

The Company notes that Institutional Shareholder Services ("ISS"), a
leading proxy advisory firm, has recommended shareholders of Argo Group
vote the WHITE proxy card in support of all of Argo's directors.

In recommending the WHITE proxy card in its May 11, 2019 report, ISS
noted the strong results the Argo Board and management have delivered
for shareholders and expressed support for Argo's Board and strategic
direction2:

"The company has delivered strong TSR over the short- and long-term and
has demonstrated good overall governance; notably, the Board has
appropriately refreshed itself in recent years. The Board also has
demonstrated that it has thoughtfully considered many of the concerns
raised by the dissident before reaching a conclusion with which the
dissident disagrees."

In concluding that Voce has failed to make a case for its slate of
nominees, ISS noted Argo's "ongoing refreshment process…incorporates
active, contributing, and additive Board members." ISS observed that:

"In fact, independent of the dissident's involvement, the Board's
refreshment is proceeding at a reasonable pace and the dissident's
allegations of a stale Board do not appear to accurately reflect the
current Board dynamic, particularly in the absence of underperforming
operations or share returns."

Argo shareholders are reminded that their vote is extremely important,
no matter how many or how few shares they own. Argo urges shareholders
to vote FOR ALL the Company's director nominees on the WHITE proxy card
today.

Shareholders can vote by completing, dating and signing the
Company-provided WHITE proxy card, or by telephone or the internet by
following the instructions on the WHITE proxy card. Shareholders are
urged to discard any and all blue proxy cards sent to you by Voce. If
you have already returned a blue proxy card, you can change your vote by
signing, dating and returning the WHITE proxy card. Only your
latest-dated proxy card will be counted.

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.

1 Permission to quote from report was neither sought nor
obtained.

2 Permission to quote from report was neither sought nor
obtained.

 
 

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