Ambac Financial : Strategic Update on Sale and Acquisition

• June 5, 2024

AMBAC STRATEGIC UPDATE

ADVANCING CAPITAL-LIGHT,HIGH-GROWTH INSURANCE DISTRIBUTION PLATFORM

Ambac Financial Group

One World Trade Center, 41st Floor, New York, NY 10007 All Rights Reserved | 800-221-1854 | www.ambac.com

Disclaimers

Forward Looking Statements

In this presentation, we have included statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "estimate," "project," "plan," "believe," "anticipate," "intend," "planned," "potential" and similar expressions, or future or conditional verbs such as "will," "should," "would," "could," and "may," or the negative of those expressions or verbs, identify forward-looking statements. We caution readers that these statements are not guarantees of future performance. Forward-looking statements are not historical facts but instead represent only our beliefs regarding future events, which may by their nature be inherently uncertain and some of which may be outside our control. These statements may relate to plans and objectives with respect to the future, among other things which may change. We are alerting you to the possibility that our actual results may differ, possibly materially, from the expected objectives or anticipated results that may be suggested, expressed or implied by these forward-looking statements. Important factors that could cause our results to differ, possibly materially, from those indicated in the forward-looking statements include, among others, those discussed under "Risk Factors" .

Any or all of management's forward-looking statements here or in other publications may turn out to be incorrect and are based on management's current belief or opinions. Ambac Financial Group's ("AFG") and its subsidiaries' (collectively, "Ambac" or the "Company") actual results may vary materially, and there are no guarantees about the performance of Ambac's securities. Among events, risks, uncertainties or factors that could cause actual results to differ materially are: (1) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the share purchase agreement by and among AFG, Cirrata V LLC (the "Purchaser") and certain sellers set forth therein; (2) the outcome of any legal proceedings that may be instituted against the parties to the transaction; (3) the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) or to satisfy any of the other conditions to the transaction on a timely basis or at all; (4) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (5) diversion of management's attention from ongoing business operations and opportunities; (6) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; (7) the ability of the parties to consummate the transaction and the timing of the transaction; (8) the high degree of volatility in the price of AFG's common stock; (9) uncertainty concerning the Company's ability to achieve value for holders of its securities, whether from Ambac Assurance Corporation ("AAC") and its subsidiaries or from the specialty property and casualty insurance business, the insurance distribution business, or related businesses; (10) inadequacy of reserves established for losses and loss expenses and the possibility that changes in loss reserves may result in further volatility of earnings or financial results; (11) potential for rehabilitation proceedings or other regulatory intervention or restrictions against AAC; (12) credit risk throughout Ambac's business, including but not limited to credit risk related to insured residential mortgage-backed securities, student loan and other asset securitizations, public finance obligations (including risks associated with Chapter 9 and other restructuring proceedings), issuers of securities in our investment portfolios, and exposures to reinsurers; (13) our inability to effectively reduce insured financial guarantee exposures or achieve recoveries or investment objectives; (14) our inability to generate the significant amount of cash needed to service our debt and financial obligations, and our inability to refinance our indebtedness; (15) Ambac's substantial indebtedness could adversely affect its financial condition and operating flexibility; (16) Ambac may not be able to obtain financing or raise capital on acceptable terms or at all due to its substantial indebtedness and financial condition; (17) greater than expected underwriting losses in the Company's specialty property and casualty insurance business; (18) failure of specialty insurance program partners to properly market, underwrite or administer policies; (19) inability to obtain reinsurance coverage on expected terms; (20) loss of key relationships for production of business in specialty property and casualty and insurance distribution businesses or the inability to secure such additional relationships to produce expected results; (21) the impact of catastrophic public health, environmental or natural events, or global or regional conflicts, on significant portions of our insured portfolio; (22) credit risks related to large single risks, risk concentrations and correlated risks; (23) risks associated with adverse selection as Ambac's financial guarantee insurance portfolio runs off; (24) the risk that Ambac's risk management policies and practices do not anticipate certain risks and/or the magnitude of potential for loss; (25) restrictive covenants in agreements and instruments that impair Ambac's ability to pursue or achieve its business strategies; (26) adverse effects on operating results or the Company's financial position resulting from measures taken to reduce financial guarantee risks in its insured portfolio; (27) disagreements or disputes with Ambac's insurance regulators; (28) loss of control rights in transactions for which we provide financial guarantee insurance; (29) inability to realize expected recoveries of financial guarantee losses; (30) risks attendant to the change in composition of securities in Ambac's investment portfolio; (31) adverse impacts from changes in prevailing interest rates; (32) events or circumstances that result in the impairment of our intangible assets and/or goodwill that was recorded in connection with Ambac's acquisitions; (33) risks associated with the discontinuance of the London Inter-Bank Offered Rate; (34) factors that may negatively influence the amount of installment premiums paid to Ambac; (35) the risk of litigation and regulatory inquiries or investigations, and the risk of adverse outcomes in connection therewith; (36) the Company's ability to adapt to the rapid pace of regulatory change; (37) actions of stakeholders whose interests are not aligned with broader interests of Ambac's stockholders; (38) system security risks, data protection breaches and cyber attacks; (continued onto next slide)

PAGE 1

Disclaimers (continued)

1. regulatory oversight of Ambac Assurance UK Limited ("Ambac UK") and applicable regulatory restrictions may adversely affect our ability to realize value from Ambac UK or the amount of value we ultimately realize; (40) failures in services or products provided by third parties; (41) political developments that disrupt the economies where the Company has insured exposures; (42) our inability to attract and retain qualified executives, senior managers and other employees, or the loss of such personnel; (43) fluctuations in foreign currency exchange rates; (44) failure to realize our business expansion plans or failure of such plans to create value; (45) greater competition for our specialty property and casualty insurance business and/or our insurance distribution business; (46) loss or lowering of the AM Best rating for our property and casualty insurance company subsidiaries; (47) disintermediation within the insurance industry or greater competition from technology-based insurance solutions; (48) changes in law or in the functioning of the healthcare market that impair the business model of our accident and health managing general underwriter; and (49) other risks and uncertainties that have not been identified at this time.

Presentation of Financial Information

Financial amounts for Beat Capital Partners presented in this investor presentation have been converted from British pounds to U.S. Dollars. Financial information identified in this offering circular as "combined" is the arithmetic sum of the historical results for Cirrata Group and Beat Capital Partners and does not give effect to the acquisition, nor does it reflect certain other adjustments that would be required for pro forma financial information prepared in accordance with Regulation S-X. Some financial information in this offering circular has been rounded and, as a result, the figures shown as totals in this offering circular may vary slightly from the exact arithmetic aggregation of the figures that precede them. Estimated financial information for 2024 and 2025 is based on management's estimates and projections and is preliminary, unaudited and subject to completion. This information reflects management's current views and may change as a result of actual results and other factors, including a wide variety of significant business, economic and competitive risks and uncertainties. Such preliminary financial information is subject to performance of Cirrata Group's and Beat Capital Partner's business during the remainder of the year. Any such changes could be material. For these or other reasons, the financial estimates may not ultimately be indicative of the Company's results for full year 2024 and is not a guarantee of future performance or outcomes and actual results may differ materially from those described above. We assume no obligation to update any forward-looking statement as a result of new information, future events or other factors.

Non-GAAP Financial Data

In addition to reporting the Company's quarterly financial results in accordance with GAAP, the Company is reporting non-GAAP financial measures: EBITDA and EBITDA Margin. These amounts are derived from our consolidated financial information, but are not presented in our consolidated financial statements prepared in accordance with GAAP. We present non-GAAP supplemental financial information because we believe such information is of interest to the investment community, and that it provides greater transparency and enhanced visibility into the underlying drivers and performance of our businesses on a basis that may not be otherwise apparent on a GAAP basis. We view these non-GAAP financial measures as important indicators when assessing and evaluating our performance on a segmented and consolidated basis and they are presented to improve the comparability of our results between periods by eliminating the impact of the items that may not be representative of our core operating performance. These non-GAAP financial measures are not substitutes for the Company's GAAP reporting, should not be viewed in isolation and may differ from similar reporting provided by other companies, which may define non-GAAP measures differently. These non-GAAP financial measures are also presented on a forward-looking basis. Ambac does not provide a reconciliation of non-GAAP measures on a forward-looking basis where we believes such reconciliation would imply a degree of precision and certainty that could be confusing to investors and is unable to reasonably predict certain items included in/excluded from the GAAP financial measures without unreasonable efforts.

Where to Find Additional Information

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed sale of AAC to Oaktree by Ambac (the "proposed transaction"). In connection with the proposed transaction, Ambac intends to file a proxy statement with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of Ambac. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the proxy statement (when available) and other documents filed by Ambac with the SEC at http://www.sec.gov. Free copies of the proxy statement, once available, and Ambac's other filings with the SEC may also be obtained from the Company. Free copies of documents filed with the SEC by Ambac will be made available free of charge on the Company's investor relations website at https://ambac.com/investor-relations/investor-overview/default.aspx.

Participants in the Solicitation

Ambac and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Ambac is set forth in its definitive proxy statement, which Ambac filed with the SEC on April 26, 2024. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement and other relevant materials regarding the proposed transaction when they become available.

PAGE 2

Key Presenters

Claude LeBlanc

President and Chief Executive Officer of Ambac

David Trick

EVP, Chief Financial Officer and

Treasurer of Ambac

Naveen Anand

President of Cirrata Group

PAGE 3

John Cavanagh

Co-Founder and Chairman of Beat

Paul Rayner

Managing Partner of Beat

Tim Shelley

Partner of Beat

What We're Announcing

Divesting the Legacy Financial Guarantee	&
business via a (100%) sale to

for

$420M + warrants

Acquiring a (60%)

controlling interest in

for

$282M

The sale of AAC & AUK provides for the crystallization of value from our Legacy Run-off business

The acquisition of Beat aligns with our vision of being the premier destination for MGAs

PAGE 4

SALE OF

LEGACY FINANCIAL GUARANTEE BUSINESS

AMBAC HAS SIGNED A DEFINITIVE AGREEMENT TO SELL 100% OWNERSHIP IN AMBAC ASSURANCE CORPORATION AND AMBAC UK ("AAC"), TO FUNDS MANAGED BY OAKTREE CAPITAL MANAGEMENT, L.P. ("OAKTREE")

Strategic Rationale for the Sale of the Legacy Financial Guarantee Business

Highest return on a time & risk adjusted basis

Maximizes long-term value creation potential

Reduces earnings volatility and uncertainty

Cements Ambac as a pure-play Specialty P&C company

Simplifies & clarifies Ambac's go-forward strategy

PAGE 6

Key Transaction Details

Overview

Selling 100% of LFG business to

Oaktree

$420M sale price with potential

upward performance

adjustments

100% cash consideration + 9.9% equity warrants priced at $18.50

Estimated closing 4Q24

Financial Impact

Pro-forma Book Value

$857M

$983 million of surplus note debt eliminated

$19 billion reduction of

insured net par outstanding

AFG preserves $1.3 billion of NOLs

Use of Proceeds

Cirrata M&A opportunities

Everspan capacity

expansion to support

new growth

opportunities

Capital for

Cirrata Group

put/call obligations

PAGE 7

Pro-forma Financial Impact1 of AAC Sale

(in millions)	1Q24 Actual	1Q24 Pro-Forma
Total assets	$8,429	$1,396
Loss and loss adjustment expense reserves	$851	$237
Long-term debt	$999	$0.0
Insured net par outstanding "NPO"	$19,031	$0.0
Book value	$1,365	$857

Ambac's balance sheet materially de-risked post AAC sale in a shift to a capital-light business

1. Excludes any impact related to the acquisition of Beat Capital

PAGE 8

Ambac Redefined

Improved Financial	• Sale of LFG should reduce Ambac's earnings volatility
Certainty	• Simplifies and improves financial transparency

Premier Destination • Facilitates scale and diversity of Ambac's Specialty P&C business

for MGAs/Programs	• Advances Ambac's position as a Premier Destination for MGAs

Compelling Value • Sale clarifies and crystallizes the value of the LFG business

Narrative	• Creates a pathway to consolidated Ambac profitability

Strategic Synergies &	• Strategic revenue and expense synergies across the platform
Cultural Fit	• Creates a Specialty P&C Business with global reach

PAGE 9