SHL : Proxy Statement for Meeting on December 7, 2022

SHL HOLDINGS LTD. Victoria Place, 5th Floor 31 Victoria Street Hamilton, HM 10, Bermuda

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

OF SHL HOLDINGS LTD.

________________________

Hamilton, Bermuda

November 10, 2022

TO THE HOLDERS OF COMMON SHARES OF SHL HOLDINGS LTD.:

Notice is hereby given that a special general meeting (the "Special General Meeting") of the holders (the "Shareholders") of common shares (the "Shares") of SHL Holdings Ltd. (the "Company") will be held at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022 on December 7, 2022 at 11:00 a.m. New York City time, for the following purposes:

1. To approve the merger of the Company's wholly-owned subsidiary, Syncora Holdings US Inc., a Delaware corporation ("SHI"), with and into the Company in accordance with the previously approved Plan of Liquidation (the "Merger");
2. To approve that the Company be wound up voluntarily pursuant to the provisions of the Bermuda Companies Act 1981 following the Merger;
3. To approve that Charles Thresh and Mike Morrison be appointed joint liquidators (the "Joint Liquidators"), for the purposes of such winding-up, such appointment to be effective forthwith;
4. To approve that the Joint Liquidators be and are hereby authorized to distribute the surplus assets in specie as they may determine in accordance with bye-law 64 of the Company's amended and restated bye-laws("Bye-laws");
5. To approve that the Joint Liquidators be and are hereby authorized to appoint Attorneys-in-Fact to act on their behalf in their absence from Bermuda;
6. To approve that the Joint Liquidators be remunerated for all work reasonably and properly carried out in the winding-up of the Company together with reasonable out-of-pocket expenses and proper disbursements incurred in connection with the liquidation; and
7. To transact such other business as may properly come before the meeting or any adjournments thereof.

The Board of Directors of the Company recommends a vote FOR Items 1 through 6.

Only Shareholders of record, as shown by the Register of Shareholders and the records of The Depository Trust & Clearing Corporation ("DTC") at the close of business on November 8, 2022, the record date for the Special General Meeting, are entitled to receive notice of and to vote at the Special General Meeting. The proxy statement and accompanying materials are first being mailed to Shareholders on or about November 10, 2022.

YOU MAY VOTE YOUR PROXY BY TELEPHONE, INTERNET OR MAIL AS DIRECTED ON THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. YOU MAY ALSO ATTEND THE MEETING AND VOTE IN PERSON. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT. YOUR SHARES WILL BE VOTED PURSUANT TO THE INSTRUCTIONS CONTAINED IN THE PROXY CARD. IF NO INSTRUCTION IS GIVEN, YOUR SHARES WILL BE VOTED "FOR" ITEMS 1 THROUGH 6 IN THE PROXY.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on December

7, 2022:

• The proxy statement for Shareholders is also available by clicking the "Proxies" tab under the "Investor Relations" tab at the following link: shlholdings.com.

By Order of The Board of Directors,

/s/ Scott L. Beinhacker_______

Scott L. Beinhacker

Chief Operating Officer

TABLE OF CONTENTS
	Page
Proxy Statement (the "Proxy Statement") for the Special General Meeting of Holders of Common Shares to
be Held on December 7, 2022....................................................................................................................................	3
Important Information About the Special General Meeting and Proxy Procedures ......................................................	3
Update on the Company's Plan of Liquidation..............................................................................................................	6
Matters Scheduled to be Voted on at the Special General Meeting to be Held on December 7, 2022 ..........................	7
Certain Considerations ................................................................................................................................................	13
Certain Tax Considerations .........................................................................................................................................	15
Other Matters...............................................................................................................................................................	20

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SHL HOLDINGS LTD.

PROXY STATEMENT

(THE "PROXY STATEMENT")

FOR THE SPECIAL GENERAL MEETING OF HOLDERS OF COMMON SHARES

TO BE HELD ON DECEMBER 7, 2022

______________________

IMPORTANT INFORMATION ABOUT THE SPECIAL GENERAL MEETING

AND PROXY PROCEDURES

The accompanying proxy is solicited by the Board of Directors (the "Board") of SHL Holdings Ltd. (the "Company") to be voted at the 2022 special general meeting ("Special General Meeting") of holders (the "Shareholders") of the Company's common shares (the "Shares") to be held on December 7, 2022 beginning at 11:00 a.m. New York City time, at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022, and any adjournments thereof. This Proxy Statement and the accompanying materials are first being mailed to Shareholders on or about November 10, 2022.

The Purpose of the Special General Meeting

At the Special General Meeting, the Shareholders will vote in person or by proxy on the following matters as set forth in the notice of the meeting: (1) to approve the merger of the Company's wholly-owned subsidiary, Syncora Holdings US Inc., a Delaware corporation ("SHI"), with and into the Company in accordance with the previously approved Plan of Liquidation (the "Merger"), (2) to approve that the Company be wound up voluntarily pursuant to the provisions of the Bermuda Companies Act (as defined below), (3) to approve that Charles Thresh and Mike Morrison be appointed joint liquidators (the "Joint Liquidators"), for the purposes of such winding-up, such appointment to be effective forthwith, (4) to approve that the Joint Liquidators be and are hereby authorized to distribute the surplus assets in specie as they may determine in accordance with bye-law 64 of the Bye-laws, (5) to approve that the Joint Liquidators be and are hereby authorized to appoint Attorneys-in-Fact to act on their behalf in their absence from Bermuda, (6) to approve that the Joint Liquidators be remunerated for all work reasonably and properly carried out in the winding-up of the Company together with reasonable out-of-pocket expenses and proper disbursements incurred in connection with the liquidation and (7) to transact such other business as may properly come before the meeting or any adjournments thereof.

Shareholders Entitled to Vote at the Special General Meeting

Shareholders of record as of the close of business on November 8, 2022, the record date for the Special General Meeting, will be entitled to vote at the Special General Meeting. As of November 8, 2022, there were 87,057,571 issued and outstanding Shares entitled to vote at the Special General Meeting, with each Share entitling the holder of record thereof to one vote at the Special General Meeting (subject to certain limitations and voting cut backs set forth in the Bye-Laws).

How to Attend the Special General Meeting

Shareholders of record may attend the Special General Meeting in person at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022. Shareholders that own their Shares in "street name" may attend the Special General Meeting by either (1) registering in advance of the Special General Meeting or (2) registering at the Special General Meeting. Registration is only required for Shareholders of Shares held in "street name."

To register in advance of the Special General Meeting, the Shareholder of Shares held in "street name" must submit proof of proxy power (the "Legal Proxy") from the broker or bank reflecting the Shares and the Shareholder's name and email address to Computershare. Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., Eastern Time, on December 1, 2022. To register by email, the Shareholder

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