Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 30, 2021, Watford Holdings Ltd. (the "Company") held its special general meeting of shareholders (the "Special General Meeting") to consider and act upon (i) the approval and adoption of the Agreement and Plan of Merger dated as of October 9, 2020, as amended by Amendment No. 1 thereto dated November 2, 2020 (the "Merger Agreement"), and the related statutory merger agreement, by and among the Company, Arch Capital Group Ltd. ("Arch"), a Bermuda exempted company, and Greysbridge Ltd., a Bermuda exempted company limited by shares and wholly-owned subsidiary of Greysbridge Holdings Ltd., a newly-formed company organized by Arch for the purpose of facilitating the merger, and the transactions contemplated thereby, including the merger (the "Merger Proposal") and (ii) the approval, on an advisory (non-binding) basis, of specified compensation that may become payable to the named executive officers of the Company in connection with the merger (the "Compensation Advisory Proposal").

Approval of (i) the Merger Proposal required the affirmative votes of shares carrying not less than 50% of the total voting rights of all issued and outstanding common shares and preference shares, voting together as a single class and (ii) the Compensation Advisory Proposal required the affirmative vote of a majority of the votes cast by the holders of common shares. Holders of 13,638,070 common shares issued and outstanding and 618,042 preference shares issued and outstanding, in each case as of the record date of February 17, 2021 for the Special General Meeting, were present in person or by proxy at the Special General Meeting, representing approximately 64.7% of all outstanding common shares and preference shares, voting as a single class, entitled to vote on the Merger Proposal and approximately 68.6% of all outstanding common shares entitled to vote on the Compensation Advisory Proposal, and constituting a quorum for all matters presented at the Special General Meeting.

The final voting results for each proposal, as further described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on February 19, 2021, follow below:



1. The Merger Proposal.



  Votes For        13,600,405
  Votes Against       296,940
  Abstentions         358,767
  Broker Non-Votes          0

The Merger Proposal was approved by the holders of the Company's common shares and preference shares.

2. The Compensation Advisory Proposal.





  Votes For        12,813,114
  Votes Against       366,720
  Abstentions         458,236
  Broker Non-Votes          0

The Compensation Advisory Proposal was approved by the holders of the Company's common shares.


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