Sagicor Financial : SFC Annual Information Form - Full Year 2021

Annual Information Form

Sagicor Financial Company Ltd.

For the Year Ended December 31, 2021

Dated March 30, 2022

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

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

Warning Regarding Non-IFRS Financial

Measures ........................................................... 4

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

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

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

The Arrangement ............................................ 5

Sagicor Financial Company Ltd . .................... 6

Intercorporate Relationships .......................... 6

General Development of the Business .......... 7

Three-Year History ......................................... 7

Description of the Business ............................ 9

General Description ........................................ 9

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

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

Sagicor USA ............................................. 11

Products and Services .................................. 11

Competitive Environment ............................. 12

Employees .................................................... 13

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

Risks Related to Sagicor's Business ............ 14

Political and Regulatory Risks ...................... 18

Competitive, Technology and Other Business

Risks ............................................................. 22

Management Team Risks ............................. 27

Macroeconomic, Geographic and Currency

Risks ............................................................. 27

Risks Related to Sagicor's Capital Structure,

Public Company and Tax Status and Capital

Financing Policies ......................................... 30

Capital Structure ............................................ 40

General Description ...................................... 40

Common Shares of Sagicor ......................... 41

Preferred Shares of Sagicor ......................... 41

Sagicor Warrants .......................................... 41

Credit Ratings ............................................... 41

Dividends ........................................................ 43

SAGICOR FINANCIAL COMPANY LTD. ANNUAL INFORMATION FORM

Dividend Policy ............................................. 43

Market for Securities of Sagicor ................... 44

Trading Price and Volume ............................ 44

Escrowed Securities and Securities Subject

to Contractual Restrictions on Transfer ...... 45

Founders' Shares ......................................... 46

Forward Purchasers' Shares ........................ 46

Directors and Executive Officers ................. 47

Name, Occupation and Security Holdings ... 47

Cease Trade Orders, Bankruptcies, Penalties

or Sanctions ................................................. 50

Conflicts of Interest ....................................... 51

Information to be provided on the Audit

Committee ...................................................... 51

Charter of the Audit Committee .................... 51

External Auditor Service Fees ...................... 53

Interests of Management and Others in

Material Transactions .................................... 54

Legal Proceedings and Regulatory Actions54

Transfer Agent and Registrar ....................... 54

Material Contracts .......................................... 55

Experts and Interests of Experts .................. 58

Additional Information .................................. 58

Schedule A Audit Committee Mandate ........ 59

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GENERAL INFORMATION

Unless the context otherwise indicates, references to "Sagicor" in this Annual Information Form ("AIF") 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, 2021 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 Sagicor has adopted accounting policies for the computation of actuarial liabilities of life insurance and annuity contracts using approaches consistent with Canadian standards of practice as in force at December 31, 2017.

The following table sets forth the average and period-end rates of exchange for one U.S. dollar for the year ended December 31, 2021.

Year ended December 31, 2021

Closing Rate	Average Rate
Barbados dollar ...................	2.0000	2.0000
Eastern Caribbean Dollar ...	2.7000	2.7000
Jamaica dollar .....................	153.9200	149.7042
Trinidad and Tobago dollar.	6.7626	6.7426
Canadian dollar …………… ..	1.2722	1.2476
United States dollar ............	1.0000	1.0000

The exchange rates above are provided solely for information and convenience. No representation is made that the U.S. dollar could have been, or could be, converted into Canadian dollars, or any other represented currency, at all or at the exchange rates stated. The exchange rates set forth above demonstrate trends in exchange rates, but the actual exchange rates used throughout this Annual Information Form may vary.

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, 2021 (the "Management's Discussion and Analysis"); and

-the Consolidated Financial Statements for the years ended December 31, 2021 and 2020, including the Notes to the Consolidated Financial Statements (the "Consolidated Financial Statements").

These documents will be filed with the securities regulatory authorities of Canada (other than Québec) on or around March 30, 2021 and, once filed, can be consulted on the System for Electronic Document Analysis and Retrieval ("SEDAR") website atwww.sedar.com. 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: return on shareholders' equity, book value per share, MCCSR, debt to capital ratio, debt to equity ratio, dividend pay-out ratio, total capital, and coverage ratio. Please see the "Non-IFRS Financial Information" 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 andother 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: the anticipated acquisition of Colonial Life Insurance Company (Trinidad) Limited and British American Insurance Company (Trinidad) Limited; and the expectation that Sagicor's capital base is positioned to withstand the economic repercussions associated with the COVID-19 pandemic.

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 may be 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.sedar.com.

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 7, 2017. Alignvest was a special purpose acquisition corporation, or "SPAC", formed for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving Alignvest, referred to as its "qualifying acquisition".

The Arrangement

On November 27, 2018, Alignvest and SFCL entered into an arrangement agreement (as amended, the "Arrangement Agreement"). On December 5, 2019, pursuant to the terms of the Arrangement Agreement, Alignvest completed its qualifying acquisition under which it effected a business combination with SFCL by way of a court approved plan of arrangement and scheme of arrangement (the "Arrangement"). Under the Arrangement, among other things, Alignvest acquired all of the issued and outstanding shares of SFCL in exchange for former shareholders of SFCL receiving cash and/or shares of Alignvest.

At the effective time of the Arrangement on December 5, 2019 (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 US$0.01 each (the "Common Shares") and a class