Item 2.02. Results of Operations and Financial Condition.

On February 27, 2023, Argo Group International Holdings, Ltd. (the "Company") issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.




Item 8.01. Other Events

On February 8, 2023, the Company announced it had entered into a definitive agreement and plan of merger with Brookfield Reinsurance Ltd. (the "Merger Agreement") and BNRE Bermuda Merger Sub Ltd., a wholly owned subsidiary of Brookfield Reinsurance Ltd. (the "Merger Sub"). The Merger Agreement provides that, subject to the satisfaction or waiver of customary closing conditions set forth therein, including approval of the merger by the Company's shareholders, Merger Sub will merge with and into the Company in accordance with the Bermuda Companies Act 1981 (the "Merger").

On February 15, 2023, the Company's board of directors approved the postponement of the 2023 annual general meeting until the second half of 2023, as the Board believes it is in the best interests of all shareholders for the Company to conduct a special general meeting of shareholders to consider the Merger prior to holding the 2023 annual general meeting. The exact date, time and location of the 2023 annual general meeting will be set forth in a notice to shareholders in the Company's proxy materials that will be filed in connection with the 2023 annual general meeting. If the Merger closes prior to January 1, 2024, the 2023 annual general meeting will not be held.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits:

No.        Exhibit

  99.1       Press Release issued by Argo Group International Holdings, Ltd., dated
           February 27, 2023

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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