St. Helen’s,
1 Undershaft,
United Kingdom

BSX Currency: USD

Hamilton UK Holdings Limited., (the “Issuer”), is a private limited company organised under the laws of England and Wales, with company registration number 09241836 and with its registered office address at St. Helen’s, 1 Undershaft, London, England. The Issuer intends to use the net proceeds from the Issuance for general corporate purposes, including the repayment, in whole or in part of, amounts outstanding under a $100M term loan agreement dated 25 July 2019 by and among the parties hereto.


Hamilton UK Holdings Limited., is a wholly owned subsidiary of Hamilton Insurance Group Ltd., (“the Noteholder”) a Bermuda company that underwrites speciality insurance and reinsurance risks on a global basis through its subsidiaries and affiliates. Hamilton Insurance Group, Ltd. is a Bermuda-based holding company that conducts specialty diversified insurance and reinsurance operations on a worldwide basis. Hamilton Insurance is comprised of two main business units: (1) “Hamilton Bermuda,” which includes our main reinsurance operating subsidiary, Hamilton Re, Ltd. and (2) “Hamilton International,” which comprises (i) Hamilton Managing Agency Limited, our wholly owned Lloyd’s managing agent, (ii) Hamilton Insurance DAC, an insurance company domiciled in Ireland and authorized to write insurance and reinsurance business throughout the European Economic Area, as well as (iii) affiliated distribution operations in the United States, Dubai and Shanghai. Hamilton Bermuda business unit writes property, casualty and specialty reinsurance and property and casualty insurance on a global basis.


Hamilton UK Holdings Limited US$100,000,000 plus PIK Amounts aggregate principal amount of 6.5% senior unsecured notes due April 1, 2030;

Amended effective 31 October 2022: Interest shall be payable by the "Issuer" in-kind in lieu of cash on an annual basis each 1 April during the term of the original Eurobond by an increase in the principal balance by the amount of interest then due payable.





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