Sagicor Financial : SFC Annual Information Form

Annual Information Form

Sagicor Financial Company Ltd.

For the Year Ended December 31, 2023

Dated March 28, 2024

SAGICOR FINANCIAL COMPANY LTD. ANNUAL INFORMATION FORM 1

TABLE OF CONTENTSGeneral Information ......................................... 3

Documents Incorporated by Reference ......... 3

Warning Regarding Non-IFRS Financial

Measures ........................................................... 3

Forward-Looking Statements ......................... 4

Corporate Structure ......................................... 5

Incorporation ................................................... 5

Sagicor Financial Company Ltd . .................... 5

Intercorporate Relationships .......................... 5

General Development of the Business .......... 6

Three-Year History ......................................... 6

Description of the Business ............................ 8

General Description ........................................ 8

Sagicor Canada .......................................... 9

Sagicor Life USA ......................................... 9

Sagicor Jamaica ....................................... 10

Sagicor Life ............................................... 10

Products and Services .................................. 10

Competitive Environment ............................. 11

Employees .................................................... 12

Risk Factors .................................................... 13

Capital Structure ............................................ 13

General Description ...................................... 13

Common Shares of Sagicor ......................... 13

Preference Shares of Sagicor ...................... 13

SAGICOR FINANCIAL COMPANY LTD. ANNUAL INFORMATION FORM

Sagicor Warrants .......................................... 13

Credit Ratings ............................................... 14

Dividends ........................................................ 16

Dividend Policy ............................................. 16

Market for Securities of Sagicor ................... 16

Trading Price and Volume ............................ 16

Escrowed Securities and Securities Subject

to Contractual Restrictions on Transfer ...... 17

Directors and Executive Officers ................. 18

Name, Occupation and Security Holdings ... 18

Cease Trade Orders, Bankruptcies, Penalties

or Sanctions ................................................. 21

Conflicts of Interest ....................................... 22

Information to be Provided on the Audit

Committee ...................................................... 22

Charter of the Audit Committee .................... 22

External Auditor Service Fees ...................... 25

Interests of Management and Others in

Material Transactions .................................... 25

Legal Proceedings and Regulatory Actions25

Transfer Agent and Registrar ....................... 26

Material Contracts .......................................... 26

Experts and Interests of Experts .................. 29

Additional Information .................................. 29

Schedule A Audit Committee Mandate ........ 30

2

GENERAL INFORMATION

Unless the context otherwise indicates, references to "Sagicor", or the "Company" in this Annual Information Form ("Annual Information Form") mean Sagicor Financial Company Ltd. and its consolidated subsidiaries following the completion of the Arrangement (as defined under the heading "Corporate Structure"). References to "SFCL" mean Sagicor Financial Corporation Limited, which became a subsidiary of Sagicor upon completion of the Arrangement (except for accounting purposes, as the transaction was effectively a reverse take-over for accounting purposes). Unless the context otherwise indicates, all information presented in this Annual Information Form is presented as at December 31, 2023 and for the year ended on that date and is presented on a consolidated basis.

All amounts indicated in this Annual Information Form are denominated in United States dollars unless otherwise specified. Sagicor's results and financial statements are presented in accordance with International Financial Reporting Standards ("IFRS") and in accordance with the accounting requirements prescribed by the regulatory authorities.

The following table sets forth the average and period-end rates of exchange for one U.S. dollar for the year ended December 31, 2023.

Year ended December 31, 2023

Closing Rate	Average Rate
Canadian dollar …………… ..	1.3226	1.3650
United States dollar ............	1.0000	1.0000

DOCUMENTS INCORPORATED BY REFERENCE

This document should be read in conjunction with the following documents from Sagicor, certain parts of which are incorporated by reference:

• - Management's Discussion and Analysis for the year ended December 31, 2023 (the "Management's Discussion and Analysis"); and

• - the Consolidated Financial Statements for the years ended December 31, 2023 and 2022, including the Notes to the Consolidated Financial Statements (the "Consolidated Financial Statements").

These documents were filed with the securities regulatory authorities of Canada (other than Québec) on March 28, 2024 and can be consulted on the System for Electronic Document Analysis and Retrieval Plus ("SEDAR+") website atwww.sedarplus.ca. They are also available on Sagicor's website atwww.sagicor.com. All references found in this Annual Information Form are made to parts of the documents filed on SEDAR+ on the date indicated above.

WARNING REGARDING NON-IFRS FINANCIAL MEASURES

Sagicor reports its financial results and statements in accordance with IFRS. It also publishes certain financial measures that are not based on IFRS ("non-IFRS measures"). A financial measure is considered a non-IFRS measure for Canadian securities law purposes if it is presented other than in accordance with the generally accepted accounting principles used for Sagicor's audited financial statements. These non-IFRS measures are often accompanied by and reconciled with IFRS financial measures. For certain non-IFRS measures, there are no directly comparable amounts under IFRS. Sagicor believes that these non-IFRS measures provide additional information to better understand its financial results and assess its growth and earnings potential, and that they facilitate comparison of the quarterly and full-year results of Sagicor's ongoing operations. Since non-IFRS measures do not have standardized definitions and meaning, they may differ from the non-IFRS measures used by other institutions and should not be viewed as an alternative to measures of financial performance determined in accordance with IFRS. Sagicor strongly encourages investors to review its financial statements and other publicly filed reports in their entirety and not to rely on any single financial measure.

Sagicor believes that certain non-IFRS measures described below provide readers with a better understanding of management's perspective on Sagicor's performance. These measures enhance the comparability of Sagicor's financial performance from period to period, as well as measure relative contributions to shareholder value. Non-IFRS measures do not have a standardized meaning and may not be comparable to similar measures disclosed by other financial institutions.

Non-IFRS measures published by Sagicor include but are not limited to: revenues, return on shareholders' equity, book value per share, MCCSR, LICAT, debt to capital ratio, debt to equity ratio, dividend pay-out ratio, total capital, total net CSM, and coverage ratio. Please see the "Non-IFRS Financial Measures" section of the Management's Discussion and Analysis for a reconciliation of these non-IFRS measures.

FORWARD-LOOKING STATEMENTS

This Annual Information Form includes "forward-looking information" and "forward looking statements" within the meaning of applicable securities laws (collectively "Forward-Looking Information") and assumptions about, among other things, Sagicor's business, operations, and financial performance and condition approved by the board of directors of Sagicor (the "Sagicor Board") on the date of this Annual Information Form.

This Forward-Looking Information and these assumptions include, but are not limited to, statements about Sagicor's objectives and strategies to achieve those objectives, and about its beliefs, plans, expectations, anticipations, estimates, or intentions. Information included in this Annual Information Form that is not a statement of historical fact is forward-looking information. When used in this Annual Information Form, words such as "believes", "may", "will", "estimate", "should", "shall", "plans", "assumes", "continue", "outlook", "could", "anticipates", "intends", "expects", and words of similar import, are intended to identify statements containing forward-looking statements. These statements appear in a number of places throughout the document. Such forward-looking statements are based on Sagicor's estimates, assumptions, strategies and projections and are subject to known and unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond Sagicor's control and which may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward-looking statements. With respect to the forward-looking statements in this Annual Information Form, Sagicor has made certain assumptions with respect to, among other things, potential and recently completed acquisitions.

Although Sagicor believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements and they should not be interpreted as confirming market or analysts' expectations in any way. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. No assurance can be given that these expectations will prove to be correct, and the forward-looking statements included in this Annual Information Form should not be unduly relied upon.

Additional information about the material factors that could cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements maybe found in the section "Risk Factors" of this Annual Information Form, in the "Cautionary Statement Regarding Forward-looking information" section of the Management's Discussion and Analysis and in the "Financial Risk", "Insurance Risk - Property & Casualty Contracts", "Insurance Risk - Life, Annuity & Health Contracts", and "Fiduciary Risk" notes to Sagicor's Consolidated Financial Statements, and elsewhere in Sagicor's filings with securities regulators, which are available for review atwww.sedarplus.ca.

The forward-looking statements in this Annual Information Form or in the documents incorporated by reference into the Annual Information Form reflect, unless otherwise indicated, Sagicor's expectations as of the date of this document. Sagicor does not undertake to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, except as required by law.

CORPORATE STRUCTURE

Incorporation

Sagicor was incorporated under the name "Alignvest Acquisition II Corporation" ("Alignvest") under the Business Corporations Act (Ontario) on February 8, 2017.

Sagicor was formed by way of a court approved plan of arrangement and scheme of arrangement (the "Arrangement") whereby Alignvest effected a business combination with SFCL at the effective time of the Arrangement on December 5, 2019 (the "Effective Time"). At the Effective Time, Alignvest discontinued from Ontario under the Business Corporations Act (Ontario) and continued to Bermuda under the Bermuda Companies Act 1981 (the "BCA") and Alignvest's name was changed to "Sagicor Financial Company Ltd."

In connection with the continuance, Alignvest's authorized share capital was altered to consist of 10,000,000,000 common shares of par value $0.01 each (the "Common Shares") and a class of 10,000,000,000 preference shares of par value $0.01 each, issuable in series with such terms as are determined by the Sagicor Board from time to time. In addition, the existing share purchase warrants of Alignvest (the "Alignvest Warrants") were deemed to be amended to be share purchase warrants (the "Sagicor Warrants") to acquire Common Shares, commencing 30 days after the effective date of the Arrangement and up until 5:00 p.m. (Toronto time) on December 5, 2024 (if not previously exercised), at an exercise price of C$11.50 per share, and the cashless exercise feature was eliminated. The Sagicor Warrants are governed by the terms of a warrant agreement dated May 25, 2017 (as supplemented on December 5, 2019, the "Warrant Agreement") between Alignvest and TSX Trust Company (the "Warrant Agent").

For more information on the Arrangement, see the management information circular of Alignvest dated February 7, 2019 (including the prospectus set out at Appendix "F" thereto), as amended April 26, 2019, which is available on Sagicor's SEDAR+ profile atwww.sedarplus.ca.

Sagicor Financial Company Ltd.

Sagicor's registered office is located at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda, with its principal office located at Cecil F De Caires Building, Wildey, St. Michael, Barbados.

Intercorporate Relationships

The organizational chart below indicates the inter-corporate relationships of Sagicor and its material subsidiaries, including their jurisdiction of incorporation in parentheses, as of the date hereof.

32.45%

Sagicor Group Jamaica Ltd.

(Jamaica)

(Publicly Traded)

GENERAL DEVELOPMENT OF THE BUSINESS

Three-Year History

2023

• • On December 14, Sagicor announced the filing of its Business Acquisition Report for its acquisition of ivari (the "Acquisition") which closed on October 3, 2023.

• • On October 5, Sagicor announced that S&P Global Ratings ("S&P") recently upgraded its Issuer Credit Rating (ICR) on the Company to 'BBB' from 'BB+'. S&P also raised the issue-level rating on Sagicor's senior unsecured notes to 'BBB' from 'BB+'. As well, the Group Credit Profile (GCP) was revised upward to 'a-' from 'bbb'. The outlook is stable.

• • Sagicor also announced that Fitch Ratings ("Fitch") recently upgraded the Issuer Default Rating (IDR) on the Company to 'BBB-' from 'BB'. Fitch also upgraded the senior unsecured debt to 'BB+' from 'BB-'. The rating outlook is stable. In addition, Fitch affirmed ivari's Insurer Financial Strength (IFS) rating at 'A-'. The rating outlook is stable.

• • On October 3, Sagicor announced the completion of its previously announced acquisition of ivari from Wilton Re Ltd. The purchase price of approximately $271 million was funded by a new $320 million senior secured term loan facility with a syndicate of international and Canadian banks. Headquartered in Toronto, ivari is a leading individual life insurer with over 90 years of history serving the Canadian middle market.

• • On September 26, Sagicor announced it had received all regulatory approvals required under its previously announced definitive agreement with Wilton Re Ltd. to complete Sagicor's acquisition of ivari.

• • On August 2, Sagicor established a senior unsecured revolving credit facility in an aggregate principal amount of up to $125 million and, unless extended in accordance with the terms of the credit agreement entered into between Sagicor and a syndicate of lenders, the credit facility matures on August 2, 2026.

• • On June 22, the Toronto Stock Exchange (the "TSX") accepted Sagicor's notice of intention to renew its normal course issuer bid ("NCIB"), through which Sagicor may purchase up to 8,840,727 of Common Shares (the "NCIB Shares") during the 12-month period commencing June 24, 2023 and ending June 23, 2024. The number of shares authorized for purchase represents ten percent (10%) of the public float. Sagicor had 142,564,230 issued and outstanding Common Shares as at June 14, 2023. In connection with the renewal of the NCIB, Sagicor also extended the term of its automatic share purchase plan in relation to purchases made in connection with the NCIB to allow it to purchase the NCIB Shares under the NCIB when Sagicor would ordinarily not be permitted to purchase shares due to regulatory restrictions and customary self-imposed blackout periods.

• • On June 16, at the annual and special meeting of shareholders, Andre Mousseau was elected to the Sagicor Board. Stephen McNamara did not seek re-election at the annual and special meeting.

• • On March 1, Sagicor announced that Kathryn Jenkins had been appointed Group Chief Financial Officer effective immediately. Sagicor also announced that George Sipsis had been promoted to Executive Vice President, Corporate Development and Capital Markets.

• • On January 26, the Sagicor Board appointed Andre Mousseau to succeed Mr. Miller as President and Chief Executive Officer upon Mr. Miller's retirement, effective April 1, 2023. Mr. Mousseau also joined the Sagicor Board on that date and Mr. Miller continues to serve on the Sagicor Board.

2022

• • On November 15, Sagicor appointed Alan Ryder, subject to regulatory approval, to the Sagicor Board to replace Mr. Jonathan Finkelstein, who stepped down.

• • On August 26, S&P revised Sagicor's outlook to positive from stable on the proposed acquisition of ivari and affirmed Sagicor's BB+ rating. Fitch placed Sagicor's ratings on Rating Watch Positive

  in August 2022 following the announcement of its intended acquisition of ivari. On September 1, 2022, following the announcement of Sagicor's planned acquisition of ivari, AM Best placed the

  credit ratings of Sagicor and its subsidiaries under review with developing implications.

• • On August 25, Sagicor announced that it entered into a definitive agreement to acquire Canadian middle-market individual life-insurer ivari, a subsidiary of Wilton Re Ltd. with over 90 years of history in the region.

• • On August 3, Lynda Gauthier was appointed Group Chief Risk Officer and Chief Sustainability Officer effective August 2.

• • On July 15, Andre Mousseau was appointed President and CEO of Sagicor USA, Inc. ("Sagicor Life USA").

2021

• • On December 31, Timothy Hodgson retired as chair of the Sagicor Board. Mr. Hodgson assumed the role of chair on completion of the qualifying acquisition in 2019. He was succeeded by independent director, Mahmood Khimji, who also joined the Sagicor Board in 2019 on completion of the qualifying acquisition. Mr. Khimji was chair of the Capital Allocation Committee of the Sagicor Board.

• • On December 15, Sagicor completed a $150 million addition to the offering of its previously issued 5.300% Senior Notes due May 13, 2028 (the "2028 Notes"). The net proceeds from this offering were for general corporate purposes, including, but not limited to, supporting the growth of Sagicor's US business.

• • On April 25, Bart Catmull, previously President and COO of Sagicor's US subsidiary, Sagicor Life USA, assumed the role of Group Chief Risk Officer. He replaced Andy Gallagher, who has assumed the role of Chief Executive Officer and Chief Risk Officer of Sagicor Reinsurance Bermuda Limited, Sagicor's affiliate reinsurance subsidiary.

• • On August 1, Andre Mousseau was promoted to Group Chief Operating Officer, in addition to his role of Chief Financial Officer.

• • On June 4, Dennis Harris was appointed to the Sagicor Board.

• • On May 13, Sagicor completed an offering of $400 million of 5.300% Senior Notes due May 13, 2028, and used the proceeds in part to retire $318 million of 8.875% senior notes due August 2022 issued by its subsidiary Sagicor Finance (2015) Limited (the "2022 Notes"). Sagicor repurchased $130 million of the 2022 Notes in aggregate principal in May and the remaining $188 million in August.

DESCRIPTION OF THE BUSINESS

General Description

Sagicor is a leading provider of insurance products and related financial services with over 180 years of history in the Caribbean, over 90 years of history in Canada (through ivari), and a growing presence in the United States with over 70 years of history.

On October 3, 2023, Sagicor announced that it had completed its previously announced acquisition of ivari, a leading middle-market individual life insurer in Canada with over 90 years of history in the region.

With its over 3,900 employees and over 1,100 advisors, Sagicor has operations in 20 countries, operates in four different languages, and manages 14 different currencies.

The 20 countries are: Antigua and Barbuda, Aruba, Bahamas, Barbados, Belize, Bermuda, Canada, Dominica, Cayman Islands, Costa Rica, Curacao, Grenada, Jamaica, Panama, St. Kitts-Nevis, St. Lucia, St. Vincent and the Grenadines, Trinidad and Tobago, Turks and Caicos, and the United States of America. The four languages are the major languages of the Caribbean, namely English (which is the primary language used by Sagicor), French, Dutch and Spanish. The 14 currencies are the: United States dollar, Canadian dollar, Eastern Caribbean dollar, Aruban florin, Bahamian dollar, Barbadian dollar, Belize dollar, Cayman Islands dollar, Costa Rican colón, Netherlands Antillean guilder, Haitian gourde, Jamaican dollar, Panamanian balboa, and Trinidad and Tobago dollar.

Sagicor's core products and services include life and health insurance, annuities, pension investment and administration, property and casualty insurance, and a suite of ancillary non-insurance financial productsand services, including banking and investment management, which it provides to two client segments, individuals and groups. Where Sagicor distributes these products, it utilizes a captive distribution network in the Caribbean and a network of independent insurance brokers in Canada and the United States. Sagicor's business by product and by geography is shown below. Revenues is the sum of three IFRS measures: insurance revenue, net investment income, and fees and other income.

Sagicor's Key Products and Geographies

Revenues by Line of Business For the year ended December 31, 2023 Total Assets by Geography As of December 31, 2023 Property andBanking, investment management and other financial services 9% Life, health and annuity insurance and pension administration contracts issued to groups 13%casualty insurance 6% Other 2%Barbados O3th%er 4% 2023 Revenues: $2,534 million Life, health and annuity insurance contracts issued to individuals 71% Trinidad 5%Jamaica 15% 2023 Total Assets: $22.4 billion Canada 49%USA 24%

Sagicor operates through its four main business segments: ivari ("Sagicor Canada"), Sagicor Life USA, Sagicor Group Jamaica Limited ("Sagicor Jamaica"), and Sagicor Life Inc ("Sagicor Life").

Additional information about our business and operating segments, strategy, products, distribution, risk management, investments and other corporate activities is included in the 2023 Management's Discussion and Analysis, which is incorporated by reference in this Annual Information Form.

Sagicor Canada

ivari has operated in Canada for over 90 years and is a leading middle-market life insurer. Life insurance products are distributed through a national network of thousands of independent, professional advisors with whom ivari has long-standing and productive relationships. ivari is also one of the largest universal life providers in Canada, offering permanent protection, choice, and flexibility. From a geographic perspective, the Canadian province of Ontario represents the largest area of business, followed by Alberta, British Columbia, Quebec, and other provinces and territories. ivari has a business model focused on where it has scale and an efficient operating platform, with an emphasis on providing top level service for its clients and partnered advisors.

Sagicor Life USA

Sagicor Life Insurance Company ("SLIC"), a subsidiary of Sagicor Life USA ("SUSA") offers life insurance and fixed annuities to individuals in 45 states and the District of Columbia. It has operated for over 70 years. Sagicor focuses on accumulation products in the upper-middle and affluent retiree markets, and those products are sold through approximately 10,000 marketing organizations, financial institutions and independent agents. The products are designed to help pre- and post- retirees meet their financial goals with accumulation products that provide guarantees, growth and flexibility. These include an emphasis on no-fee, guaranteed annuity products, specifically the MYGA (Multi-Year Guaranteed Annuity) suite, offering consumers a measure of certainty in an unsettling economic environment. Sales and new business serviceexcellence over the last five years has expanded SLIC's brand and reputation within the US, which has fueled distribution growth. Strong financial and capital management, asset growth, technology utilization to streamline processing, and service excellence are the pillars of SLIC's growth plan. But at the core of what we do, SLIC helps families achieve their financial and retirement goals.

Sagicor Jamaica

Sagicor Jamaica is a full-service financial institution offering a wide range of insurance and non-insurance solutions. Its primary insurance products, offered through Sagicor Life Jamaica Limited, are individual life insurance and employee benefits, which is comprised of both group health and group pension and is serviced through a large distribution network of almost 800 financial advisors and brokers in Jamaica and the Cayman Islands. Sagicor Jamaica's non-insurance solutions include banking and investment management products and services offered through Sagicor Bank Jamaica Limited ("SBJL"), which is the fourth largest commercial bank in Jamaica by assets with J$200 billion of total assets as of December 31, 2023 (US$1.3 billion based on the exchange rate as at Dec 31, 2023). Sagicor Jamaica's strong brand, together with Sagicor's wide range of products and skilled sales force, has allowed it to maintain a leading position in Jamaica's life insurance market, and has allowed the company to expand into new areas as

opportunities arise while maintaining consistent growth over time.

Sagicor Life

Sagicor operates in the Caribbean primarily through its subsidiary, Sagicor Life. Sagicor Life operates across the Caribbean through a combination of subsidiaries and branch offices; in Barbados as Sagicor Life, in Trinidad & Tobago as Sagicor Life Insurance Trinidad & Tobago Limited, and in the Eastern Caribbean as Sagicor Life Eastern Caribbean Inc. The Eastern Caribbean operations are in six territories (Antigua, the Commonwealth of Dominica, St. Lucia, Grenada, St. Kitts and Nevis, and St. Vincent) through three branches (Antigua, Grenada, and St. Lucia) and three agencies (Dominica, St. Kitts and Nevis and St. Vincent). Sagicor also operates in Belize and the Dutch and Northern Caribbean. Sagicor no longer writes new business in Anguilla or Montserrat. It is the leading insurance player in its various markets, providing life, health, annuity insurance business, pension administration services and asset management.

Products and Services

Sagicor's main lines of business are life and health insurance, employee benefits, including group health and group life benefits, annuities, asset management and banking services and property and casualty insurance. Sagicor sells these products and services to both individuals and groups. Sagicor's customers and suppliers are diversified. More details on these products can be found below.

• • Insurance products include those that pay benefits on life's contingencies including death, survivorship, accident, sickness, disability, and critical illness.

• • Annuities are provided on both a payout basis, typically after retirement, and on an accumulation basis, typically before retirement.

• • Asset management services are provided primarily through mutual funds, in which some life insurance policies participate.

• • Banking products and services consist primarily of deposits, secured loans, and debit and credit cards, cambio and remittance services, the latter of which are solely provided by Sagicor's Jamaican subsidiaries. Sagicor Bank (Barbados) Limited products and services consist of deposits, savings products, loans and debit and credit cards. Sagicor has appropriate policies in place for its lending operations.