Third Point Investors TPIL Extraordinary General Meeting Circular

 
TIDMTPOU TIDMTPOS 
 
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in 
any doubt about the contents of this Circular or the action you should take, 
you are recommended to seek immediately your own personal financial advice from 
your independent financial adviser, stockbroker, bank manager, solicitor, 
accountant or from an appropriately qualified and duly authorised independent 
adviser. 
 
If you have sold or otherwise transferred all of your Shares in Third Point 
Investors Limited (the "Company"), please send this Circular at once to the 
purchaser or transferee or to the stockbroker, bank or other agent through whom 
the sale or transfer was effected, for onward transmission to the purchaser or 
transferee. 
 
___________________________________________________________________________________ 
 
                         THIRD POINT INVESTORS LIMITED 
 
 (a closed-ended investment company incorporated with limited liability under 
              the laws of Guernsey with registered number 47161) 
 
                          Proposed Exchange Facility 
 
               Notice convening an Extraordinary General Meeting 
 
____________________________________________________________________________ 
 
The proposal described in this Circular is conditional on the approval of 
Shareholders at an extraordinary general meeting ("Extraordinary General 
Meeting" or "EGM"). The Notice of the Extraordinary General Meeting to be held 
at the offices of Northern Trust International Fund Administration Services 
(Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 
3QL, at 11:00 a.m. on 1 December 2021 is set out at the end of this Circular. 
 
The Directors encourage all Shareholders to submit a Proxy Appointment and to 
carefully consider whether or not it is appropriate to attend the Extraordinary 
General Meeting in person. Any Shareholders from outside Guernsey wishing to 
attend the Extraordinary General Meeting in person are advised to check any 
restrictions on inbound travel and isolation requirements in response to the 
COVID-19 pandemic that may be in place in Guernsey at the intended time 
scheduled for the meeting. Up to date information on Guernsey travel and local 
restrictions is available at https://covid19.gov.gg/. Updates on any changes to 
the proceedings of the Extraordinary General Meeting will be published on the 
Company's website www.thirdpointlimited.com and notified by the Company through 
a Regulatory Information Service announcement. 
 
Shareholders are requested to submit a Proxy Appointment by one of the 
following methods: (i) online via www.signalshares.com ("Signal Shares"); (ii) 
in the case of CREST members, by utilising the CREST electronic proxy 
appointment service; or (iii) in hard copy form by post, by courier or by hand 
to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, in 
each case so as to be received by Link Group as soon as possible and, in any 
event, not less than 48 hours before the time at which the EGM (or any 
adjournment thereof) is to begin. In calculating such 48 hour period, no 
account shall be taken of any part of a day that is not a Business Day. 
Completion of a Proxy Appointment will not preclude a Shareholder from 
attending, speaking and voting in person at the EGM. 
 
Shareholders should note that they will not receive a paper Proxy Appointment 
form, but instead are encouraged to appoint a proxy online via Signal Shares. 
If you have not previously registered, you can do so by using your Investor 
Code ("IVC"), which can be found on your share certificate, or which can be 
obtained from the Registrar, Link Group, by calling their helpline on +44 (0) 
371 664 0321. Calls are charged at the standard geographic rate and will vary 
by provider. Calls outside the United Kingdom will be charged at the applicable 
international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., 
Monday to Friday (excluding public holidays in England and Wales). Shareholders 
who wish to return a hard copy Proxy Appointment can obtain a paper form from 
Link Group on request. 
 
Capitalised terms used in this Circular shall have the meanings set out in the 
section entitled "Definitions" on page 9 of this Circular. 
 
                                   CONTENTS 
 
EXPECTED TIMETABLE. 3 
 
LETTER FROM THE CHAIRMAN. 4 
 
1................ INTRODUCTION AND BACKGROUND. 4 
 
2................ TERMS AND CONDITIONS OF THE 2022 EXCHANGE FACILITY. 5 
 
2.1............. Eligible Shareholders. 5 
 
2.2............. Summary of the terms of the 2022 Exchange Facility. 5 
 
2.3............. Application process. 6 
 
2.4............. Taxation. 6 
 
3................ BENEFITS OF THE PROPOSAL. 6 
 
4................ EXTRAORDINARY GENERAL MEETING.. 7 
 
5................ ACTION TO BE TAKEN BY SHAREHOLDERS IN CONNECTION WITH THE 
MEETING.. 7 
 
6................ OTHER MATTERS. 7 
 
7................ DOCUMENTS AVAILABLE FOR INSPECTION. 7 
 
8................ RECOMMATION. 8 
 
DEFINITIONS. 9 
 
NOTICE OF EXTRAORDINARY GENERAL MEETING.. 11 
 
                              EXPECTED TIMETABLE 
 
EXTRAORDINARY GENERAL MEETING 
 
Circular sent to Shareholders                                  22 October 2021 
 
Latest time and date of receipt of Proxy             11:00 a.m. on 29 November 
Appointments for the Extraordinary General                                2021 
Meeting 
 
Extraordinary General Meeting                         11:00 a.m. on 1 December 
                                                                          2021 
 
Announcement of results of the Extraordinary                   1 December 2021 
General Meeting 
 
Each of the times and dates in the above expected timetable may be extended or 
brought forward without further notice. If any of the above times and/or dates 
change, the revised time(s) and/or date(s) will be notified to Shareholders by 
an announcement through a Regulatory Information Service. All references are to 
London time unless otherwise stated. 
 
                           LETTER FROM THE CHAIRMAN 
 
                         THIRD POINT INVESTORS LIMITED 
 
 (a closed-ended investment company incorporated with limited liability under 
              the laws of Guernsey with registered number 47161) 
 
Directors                                                   Registered Office 
 
Steve Bates                                                        PO Box 255 
Rupert Dorey                                                  Trafalgar Court 
Huw Evans                                                         Les Banques 
Joshua L Targoff                                                St Peter Port 
Claire Whittet                                                       Guernsey 
                                                                      GY1 3QL 
 
                                                                22 October 2021 
 
                          PROPOSED EXCHANGE FACILITY 
 
               NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING 
 
Dear Shareholder, 
 
1.INTRODUCTION AND BACKGROUND 
 
On 1 April 2021, the Board announced its "Multi-Pronged Approach to Enhance 
Shareholder Value", which comprised a range of measures aimed at enhancing the 
strength of the Company and addressing the persistent discount to NAV at which 
the Company's Shares trade. Amongst these measures was an innovative, value 
accretive exchange facility (the "2021 Exchange Facility"), pursuant to which 
Eligible Shareholders would have the opportunity to convert their Shares into 
shares of Third Point's flagship Cayman fund, Third Point Offshore Fund, Ltd. 
(the "Master Fund"). 
 
Following approval of this measure by Shareholders at the Company's annual 
general meeting on 8 July 2021, the exchange period under the 2021 Exchange 
Facility commenced on 1 October 2021 and will remain open until 15 November 
2021. Shares tendered for exchange under the 2021 Exchange Facility are 
expected to be redeemed in return for the distribution of Master Fund Shares on 
or around the third week of December 2021, following publication of the NAV per 
Master Fund Share as at 30 November 2021. 
 
As announced on 1 September 2021, the Company's discount to NAV closed from 
approximately 20 per cent. to 10 - 15 per cent. in the five months following 
the Board's announcement of the Company's new discount control measures. As at 
that date, the price of the Shares had returned 31 per cent. for the 
year-to-date and 66 per cent. on a one-year basis. This reflected strong 
performances from investments across equities, corporate credit and structured 
credit, with notable contributions from Upstart (NASDAQ: UPST) and SentinelOne 
(NYSE: S), both of which were initiated in 2015 as venture investments that 
have subsequently publicly listed and appreciated more than a hundredfold. As 
at 21 October 2021, the Company's discount to NAV closed at approximately 15 
per cent. 
 
Against this background, the Board now proposes to offer an exchange facility 
again in 2022 (the "2022 Exchange Facility"), whereby Eligible Shareholders 
will be able to exchange their Shares for Master Fund Shares at just a 2 per 
cent. discount to NAV, down from the 7.5 per cent. discount to NAV applicable 
to the 2021 Exchange Facility. The Board also anticipates increasing the number 
of Shares which can be exchanged for Master Fund Shares under the 2022 Exchange 
Facility to the extent that the 2021 Exchange Facility is undersubscribed, 
subject to a maximum of US$75 million worth of Shares (at the prevailing NAV 
per Share). Subject to approval by Shareholders, the Board expects for the 
offer period in relation to the 2022 Exchange Facility to open in January 2022, 
with further details to be announced in due course. 
 
The offering of the 2022 Exchange Facility will be subject to the approval of 
Shareholders. Therefore, the Board has posted this Circular to Shareholders in 
order to convene the Extraordinary General Meeting for 11:00 a.m. on 1 December 

2021, at which it intends to seek Shareholders' approval of the proposed terms 
of the 2022 Exchange Facility (as set out in section 2 below). The Notice in 
respect of the Extraordinary General Meeting is set out at the end of this 
Circular. 
 
2.TERMS AND CONDITIONS OF THE 2022 EXCHANGE FACILITY 
 
2.1Eligible Shareholders 
 
Only Eligible Shareholders will be able to exchange Shares for Master Fund 
Shares pursuant to the 2022 Exchange Facility. "Eligible Shareholders" are 
Shareholders: 
 
  * if in the United Kingdom, (i) who have professional experience in matters 
    relating to investments falling within Article 19(5) of the Financial 
    Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended 
    (the "Order"), (ii) who fall within Article 49(2)(a) to (d) of the Order; 
    and (iii) to whom Master Fund Shares may otherwise lawfully be marketed; 
  * if in any other jurisdiction, to whom the Master Fund Shares may lawfully 
    be marketed; 
  * who are eligible to hold Master Fund Shares directly pursuant to an 
    offering and sale exempt from registration under the U.S. Securities Act of 
    1933 (or otherwise as determined by the Master Fund) and all other 
    applicable laws and regulations; 
  * who are not U.S. persons in transactions conducted as "offshore 
    transactions" for the purposes of U.S. Regulation S, save for limited 
    exceptions determined by Third Point in the case of U.S. shareholders with 
    whom Third Point has a relationship and who Third Point has determined to 
    be highly experienced and sophisticated in investment matters; 
  * who satisfy all other eligibility and suitability requirements for 
    investing in the Master Fund Shares, including in connection with all 
    applicable regulations relating to anti-money laundering; and 
  * who are not "related parties" of the Company for the purpose of the UK 
    Listing Rules (including the Directors, Third Point and its group, Daniel 
    S. Loeb and any "substantial shareholders" as defined in the UK Listing 
    Rules). 
 
Each Eligible Shareholder interested in utilising the 2022 Exchange Facility 
will be required to provide such certifications and verification materials as 
the Master Fund and the Company may in their absolute discretion determine 
necessary to establish the status of such Shareholder as an Eligible 
Shareholder. 
 
2.2Summary of the terms of the 2022 Exchange Facility 
 
Exchanges of Shares for Master Fund Shares will be effected by way of a 
redemption of the relevant Shares and an in-specie distribution of Master Fund 
Shares by the Company to the exchanging Shareholder. 
 
In order to align with the minimum subscription request amount for the Master 
Fund, the minimum aggregate value of Shares which any one Shareholder may 
tender for exchange will be US$10 million, based on the prevailing NAV per 
Share as at the relevant calculation date. However, the Board may, in its 
absolute discretion, waive such minimum amount in relation to any particular 
exchanging Shareholder. 
 
Furthermore, exchange requests will be subject to proration at the absolute 
discretion of the Board if they are received in respect of Shares worth in 
aggregate more than the Maximum Amount based on the prevailing NAV per Share as 
at the relevant calculation date. For these purposes, the "Maximum Amount" will 
be an amount between US$50 million and US$75 million, with the exact figure to 
be determined based on the extent to which the 2021 Exchange Facility is 
undersubscribed. 
 
The number of Master Fund Shares a Shareholder participating in the 2022 
Exchange Facility will receive will be calculated by reference to a fixed 
formula. Consequently, a Shareholder exchanging Shares will receive 98 per 
cent. of the number of Master Fund Shares held by the Company that are 
attributable to the Shares being exchanged (with adjustments as necessary to 
account for leverage, accrued liabilities, cash or other assets held by the 
Company). This will effectively result in exchanging Shareholders receiving 
Master Fund Shares with an aggregate NAV equal to 98 per cent. of the aggregate 
NAV of the Shares being exchanged (calculated by reference to the NAV per Share 
and NAV per Master Fund Share as at the relevant calculation date). The 
Company's calculation of the number of Master Fund Shares to be distributed 
under the 2022 Exchange Facility will be conclusive and binding. 
 
The Company currently holds Class Y Shares in the Master Fund. Prior to 
distributing Master Fund Shares to Shareholders participating in the 2022 
Exchange Facility, the applicable number of Master Fund Shares held by the 
Company will be converted into Class N or Class O Master Fund Shares, by way of 
redemption and simultaneous resubscription. Exchanging Shareholders will 
therefore receive Class N and Class O Master Fund Shares, which are subject to 
a 1.50 per cent. management fee and a 20 per cent. incentive allocation, and 
may be redeemed quarterly subject to a 25 per cent. investor-level gate. Class 
N and Class O Master Fund Shares are substantially similar, except that Class O 
Master Fund Shares are limited in their participation in new issues. 
 
Each converting Shareholder will be required to agree that any redemption 
request with respect to the Master Fund will be subject to an initial six-month 
lock-up period. 
 
Implementation of the 2022 Exchange Facility will be conditional on: 
 
  * the Company satisfying the "shares in public hands" requirement of the UK 
    Listing Rules immediately following implementation of the 2022 Exchange 
    Facility; and 
  * no Shareholder being required to make a mandatory offer pursuant to Rule 9 
    of the City Code as a result of the implementation of the 2022 Exchange 
    Facility. 
 
2.3Application process 
 
Eligible Shareholders who wish to tender their Shares for exchange under the 
2022 Exchange Facility will be required to follow a substantially similar 
application process to that under the 2021 Exchange Facility, as described in 
the Company's RNS announcement of 1 October 2021. Eligible Shareholders who 
hold their Shares in certificated form (that is, not in CREST) will be required 
to execute an application form, a transfer agreement and subscription agreement 
to acquire Master Fund Shares (together the "Exchange Application Documents"), 
while Eligible Shareholders who hold their Shares in uncertificated form (that 
is, in CREST) will be required, instead of completing an application form, to 
send a TTE Instruction in respect of the Shares that they wish to tender for 
exchange. 
 
Additional terms and conditions relating to the operation of the Exchange 
Facility, including the representations and warranties required to be given by 
exchanging Shareholders, will be contained in the Exchange Application 
Documents. If approved by Shareholders, the Board will announce further details 
of the application process in respect of the 2022 Exchange Facility prior to 
the opening of the relevant exchange period. 
 
Subject to approval by Shareholders, the Board expects for the offer period in 
relation to the 2022 Exchange Facility to open in January 2022, with further 
details to be announced in due course. 
 
2.4Taxation 
 
The tax treatment of any exchange of Shares pursuant to the 2022 Exchange 
Facility may vary, perhaps significantly, between different types of 
Shareholders and between Shareholders in different jurisdictions. It will be 
the responsibility of each individual Eligible Shareholder to determine the tax 
implications for it of participating in the 2022 Exchange Facility and 
investing in the Master Fund Shares. 
 
3.BENEFITS OF THE PROPOSAL 
 
The Board believes that the 2022 Exchange Facility addresses the different 
wishes of the Company's Shareholders and the Board has set the terms of the 
2022 Exchange Facility in such a way as to encourage new investors into the 
Company's Shares. In addition, the Board believes that the 2022 Exchange 
Facility will also enhance liquidity of the Company's shares. Eligible 
Shareholders are being offered the opportunity to exchange their Shares in the 
Company for shares in an open-ended fund (with limited liquidity) by 
participating in the 2022 Exchange Facility, whilst Shareholders who wish to 
continue holding Shares in the Company may do so by not participating in the 
2022 Exchange Facility. Shareholders who wish to remain invested in the Company 
(or are ineligible to participate in the 2022 Exchange Facility) will continue 
to benefit from the strong investment track record of Third Point via a listed 
security on unchanged terms. 
 
In light of the above, the Board considers that implementing the 2022 Exchange 
Facility is in the best interests of the Company and the Shareholders as a 
whole, irrespective of whether they intend to (or are eligible to) participate 
in the 2022 Exchange Facility. 
 
4.EXTRAORDINARY GENERAL MEETING 
 
The implementation of the 2022 Exchange Facility is subject to Shareholder 
approval. The Notice convening the Extraordinary General Meeting, to be held on 
1 December 2021 at 11:00 a.m. at the offices of Northern Trust International 
Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, 
St Peter Port, Guernsey, GY1 3QL, is set out at the end of this Circular. 
 
At the EGM, a single ordinary resolution (the "Resolution") will be put to 
Shareholders, proposing that the Company be authorised to operate the 2022 
Exchange Facility as defined and described in this Circular. In order to become 
effective, the Resolution must be approved by a simple majority of the votes 
cast by Shareholders present in person or by proxy at the EGM. 
 
The quorum for the EGM shall be two or more Shareholders present in person or 
represented by proxy and entitled to vote at the EGM. If within half an hour 
after the time appointed for the EGM a quorum is not present, the meeting shall 
stand adjourned for seven Business Days at the same time and place or to such 
other day and at such other time as the Board may determine, whereupon those 

Shareholders then present in person, by their representative or by proxy, shall 
form the quorum. No notice need be given in the event of any such adjournment. 
 
5.ACTION TO BE TAKEN BY SHAREHOLDERS IN CONNECTION WITH THE MEETING 
 
Whether or not you intend to be present at the EGM, you are requested to return 
a Proxy Appointment by one of the following methods: (i) by logging on to 
Signal Shares (www.signalshares.com) and following the instructions; (ii) in 
the case of CREST members, by utilising the CREST electronic proxy appointment 
service; or (iii) in hard copy form (available on request from the Registrar) 
by post, by courier or by hand to Link Group, PXS 1, Central Square, 29 
Wellington Street, Leeds LS1 4DL. 
 
The completion and return of a Proxy Appointment will not preclude Shareholders 
from attending the EGM and voting in person if they wish to do so (subject to 
any restrictions relating to COVID-19 that might be in place in Guernsey on the 
date of the EGM). 
 
If a Shareholder appoints someone other than the chairman of the meeting as 
their proxy or corporate representative, that proxy or corporate representative 
may not be able physically to attend the EGM and/or cast the Shareholder's 
vote. As such, the Board encourages all Shareholders to appoint the chairman of 
the meeting as their proxy in order to vote on the Resolution being considered 
at the EGM. 
 
Shareholders are requested to consider and vote on the Resolution set out in 
the Notice at the end of this Circular in person or by proxy, at or before the 
EGM. If the Resolution is not approved at the EGM, the Company will not proceed 
to implement the 2022 Exchange Facility. 
 
6.OTHER MATTERS 
 
Shareholders will be familiar with the repeated unsuccessful attempts of Asset 
Value Investors ("AVI") and three other Shareholders to requisition an 
extraordinary general meeting of the Company, to consider Shareholder 
resolutions relating to discount control. The views of those requisitionists 
have been well aired. The response of the Board to their views, and the Board's 
own discount control package, have also been clearly communicated. The Board 
has declined to convene the extraordinary general meeting sought by the 
requisitionists because the resolution sought would not be binding on the 
Company and so would have no legal effect. 
 
Notwithstanding this, AVI and certain other requisitionists have continued to 
press for an extraordinary general meeting to be held, which the Board 
understands is a means of continuing to draw attention to themselves. Legal 
advice remains that such an "Advisory Vote" is flawed in law and as such is an 
invalid resolution, and the Board's position remains the same. Nonetheless, to 
ensure that these remaining requisitionists have the fullest chance to satisfy 
their own concerns, the Board is inviting a discussion of Shareholders at the 
Extraordinary General Meeting on discount control, and if Shareholders so wish, 
on the issues raised by AVI in its campaign. Open and transparent discussion is 
invited. No vote on this matter will be held. 
 
7.DOCUMENTS AVAILABLE FOR INSPECTION 
 
A copy of this Circular has been submitted to the National Storage Mechanism 
and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/ 
nationalstoragemechanism. This Circular will also be available on the Company's 
website: www.thirdpointlimited.com. 
 
8.RECOMMATION 
 
The Board considers that the proposed 2022 Exchange Facility is in the best 
interests of the Company and of Shareholders as a whole. Accordingly, the Board 
unanimously recommends Shareholders to vote in favour of the Resolution to be 
proposed at the Extraordinary General Meeting. The Directors intend to vote 
(or, as the case may be, procure the voting of) their beneficial holdings in 
favour of the Resolution in respect of their aggregate holding, including 
persons closely associated, of 38,623 Shares. The Directors do not intend to 
participate in the 2022 Exchange Facility in respect of those Shares held by 
them. 
 
Yours faithfully 
 
Steve Bates 
 
Chairman 
 
22 October 2021 
 
                                  DEFINITIONS 
 
The following definitions apply throughout this Circular, unless the context 
otherwise requires: 
 
"2021 Exchange Facility"  the exchange facility being offered by the 
                          Company as at the date of this Circular, 
                          pursuant to which Eligible Shareholders may 
                          convert their Shares into Master Fund Shares at 
                          a 7.5 per cent. discount to the prevailing NAV 
                          per Share 
 
"2022 Exchange Facility"  the proposed exchange facility to be offered by 
                          the Company in 2022 on the terms set out in this 
                          Circular, pursuant to which Eligible 
                          Shareholders may convert their Shares into 
                          Master Fund Shares at a 2 per cent. discount to 
                          the prevailing NAV per Share 
 
"Board" or "Directors"    the board of directors of the Company whose 
                          names are set out on page 4 of this Circular 
 
"Business Day"            a day on which the London Stock Exchange and 
                          banks in Guernsey are normally open for business 
 
"Circular"                this document 
 
"City Code"               the City Code on Takeovers and Mergers 
 
"Company"                 Third Point Investors Limited 
 
"CREST"                   the system for the paperless settlement of 
                          trades in securities and the holding of 
                          uncertificated securities operated by Euroclear 
 
"Eligible Shareholder"    has the meaning given in section 2.1 of this 
                          Circular 
 
"Exchange Application     has the meaning given in section 2.3 of this 
Documents"                Circular 
 
"Extraordinary General    the extraordinary general meeting of the 
Meeting" or "EGM"         Shareholders convened for 1 December 2021 at 11: 
                          00 a.m. (or any adjournment thereof) 
 
"FCA"                     the Financial Conduct Authority of the United 
                          Kingdom and any organisation which may replace 
                          it or take over the conduct of its affairs 
 
"FSMA"                    the Financial Services and Markets Act 2000, as 
                          amended 
 
"Link Group"              a trading name of Link Market Services Limited 
 
"Master Fund"             Third Point Offshore Fund, Ltd. 
 
"Master Fund Shares"      shares in the capital of the Master Fund 
 
"Net Asset Value" or      the total assets of the Company less its total 
"NAV"                     liabilities (including accrued but unpaid fees) 
                          or, where relevant, the total assets 
                          attributable to the Shares less the total 
                          liabilities attributable the Shares (including 
                          the relevant proportion of accrued but unpaid 
                          fees) in each case valued in accordance with the 
                          Company's accounting policies adopted by the 
                          Company from time to time 
 
"Notice"                  the notice convening the Extraordinary General 
                          Meeting, as set out at the end of this Circular 
 
"Order"                   the Financial Services and Markets Act 2000 
                          (Financial Promotion) Order 2005, as amended 
 
"Proxy Appointment"       the appointment of a proxy on behalf of a 
                          Shareholder in accordance with the procedures 
                          described in this Circular 
 
"Regulatory Information   means a primary information provider service 
Service" or "RIS"         approved to disseminate regulatory information 
                          to the market by the FCA 
 
"Registrar"               Link Group 
 
"Resolution"              the resolution being put forward at the 
                          Extraordinary General Meeting relating to 
                          approval of the 2022 Exchange Facility 
 
"Shareholders"            holders of Shares 
 
"Shares"                  ordinary shares in the capital of the Company 
 
"Signal Shares"           the online service accessible via 
                          www.signalshares.com 
 
"Third Point"             the Company's investment manager, Third Point 
                          LLC 
 
"TTE Instruction"         a transfer to escrow instruction (as described 
                          in the CREST manual issued by Euroclear) 
 
"UK Listing Rules"        the listing rules made by the FCA under section 
                          74 of the FSMA 
 
                         THIRD POINT INVESTORS LIMITED 
 
 (a closed-ended investment company incorporated with limited liability under 
              the laws of Guernsey with registered number 47161) 
 
                    NOTICE OF EXTRAORDINARY GENERAL MEETING 
 
Notice is hereby given that an extraordinary general meeting (the 
"Extraordinary General Meeting") of the shareholders of Third Point Investors 
Limited (the "Company") will be held at the offices of Northern Trust 
International Fund Administration Services (Guernsey) Limited, Trafalgar Court, 
Les Banques, St Peter Port, Guernsey, GY1 3QL, on 1 December 2021 at 11:00 a.m. 
to consider and, if thought fit, pass the following resolution. 
 
                              ORDINARY RESOLUTION 
 
 A. the Company be authorised to operate the 2022 Exchange Facility, as defined 
    and described in the Company's circular to its Shareholders dated 22 
    October 2021 (the "Circular"). 
 
Terms defined in the Circular shall have the same meanings in the Resolution 
and this Notice, save where the context otherwise requires. 
 
By order of the Board                                     Registered Office: 
                                                                  PO Box 255 

For and on behalf of                                         Trafalgar Court 
Northern Trust International Fund                                Les Banques 
Administration Services (Guernsey)                             St Peter Port 
Limited                                                             Guernsey 
as Secretary                                                         GY1 3QL 
 
22 October 2021 
 
Notes: 
 
 1. A member entitled to attend and vote at the meeting may appoint one or more 
    proxies to exercise all or any of the member's rights to attend, speak and 
    vote at the meeting. A proxy need not be a member of the Company but must 
    attend the meeting for the member's vote to be counted. If a member 
    appoints more than one proxy to attend the meeting, each proxy must be 
    appointed to exercise the rights attached to a different share or shares 
    held by the member. If a member wishes to appoint more than one proxy they 
    may do so at www.signalshares.com. 
 2. To be effective, the proxy vote must be submitted at www.signalshares.com 
    so as to have been received by the Registrar not less than 48 hours 
    (excluding weekends and public holidays) before the time appointed for the 
    meeting or any adjournment of it. By registering on the Signal shares 
    portal at www.signalshares.com, you can manage your shareholding, 
    including: 
 
- cast your vote 
 
- change your dividend payment instruction 
 
- update your address 
 
- select your communication preference. 
 
Any power of attorney or other authority under which the proxy is submitted 
must be returned to the Registrar, Link Group, PXS 1, Link Group, Central 
Square, 29 Wellington Street, Leeds, LS1 4DL. If a paper form of proxy is 
requested from the Registrar, it should be completed and returned to Link 
Group, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL 
to be received not less than 48 hours before the time of the meeting. 
 
 1. Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 
    2001 (as amended), the Company has specified that only those members 
    registered on the register of members of the Company at close of business 
    on 29 November 2021 (the "Specified Time") (or, if the meeting is adjourned 
    to a time more than 48 hours after the Specified Time, by close of business 
    on the day which is two days prior to the time of the adjourned meeting) 
    shall be entitled to attend and vote at the meeting in respect of the 
    number of shares registered in their name at that time. If the meeting is 
    adjourned to a time not more than 48 hours after the Specified Time, that 
    time will also apply for the purpose of determining the entitlement of 
    members to attend and vote (and for the purposes of determining the number 
    of votes they may cast) at the adjourned meeting. Changes to the register 
    of members after the relevant deadline shall be disregarded in determining 
    the rights of any person to attend and vote at the meeting. 
 2. CREST members who wish to appoint a proxy or proxies through the CREST 
    electronic proxy appointment service may do so for the meeting and any 
    adjournment(s) thereof by using the procedures described in the CREST 
    Manual. CREST personal members or other CREST sponsored members, and those 
    CREST members who have appointed a voting service provider(s), should refer 
    to their CREST sponsor or voting service provider(s), who will be able to 
    take the appropriate action on their behalf. 
 3. In order for a proxy appointment or instruction made using the CREST 
    service to be valid, the appropriate CREST message (a CREST Proxy 
    Instruction) must be properly authenticated in accordance with Euroclear UK 
    & Ireland Limited's specifications and must contain the information 
    required for such instruction, as described in the CREST Manual (available 
    via www.euroclear.com/CREST). The message, regardless of whether it 
    constitutes the appointment of a proxy, or is an amendment to the 
    instruction given to a previously appointed proxy must, in order to be 
    valid, be transmitted so as to be received by the Registrar (ID: RA10) by 
    the latest time(s) for receipt of proxy appointments specified in Note 3 
    above. For this purpose, the time of receipt will be taken to be the time 
    (as determined by the time stamp applied to the message by the CREST 
    Application Host) from which the issuer's agent is able to retrieve the 
    message by enquiry to CREST in the manner prescribed by CREST . After this 
    time, any change of instructions to proxies appointed through CREST should 
    be communicated to the appointee through other means. 
 4. CREST members and, where applicable, their CREST sponsors or voting service 
    providers should note that Euroclear UK & Ireland Limited does not make 
    available special procedures in CREST for any particular messages. Normal 
    system timings and limitations will therefore apply in relation to the 
    input of CREST Proxy Instructions. It is the responsibility of the CREST 
    member concerned to take (or, if the CREST member is a CREST personal 
    member or sponsored member or has appointed a voting service provider(s), 
    to procure that his CREST sponsor or voting service provider(s) take(s)) 
    such action as shall be necessary to ensure that a message is transmitted 
    by means of the CREST system by any particular time. In this connection, 
    CREST members and, where applicable, their CREST sponsors or voting service 
    providers are referred, in particular, to those sections of the CREST 
    Manual concerning practical limitations of the CREST system and timings ( 
    www.euroclear.com/CREST). 
 5. The Company may treat as invalid a CREST Proxy Instruction in the 
    circumstances set out in Regulation 35(5)(a) of the Uncertificated 
    Securities Regulations 2001 (as amended). 
 6. Any corporation which is a member can appoint one or more corporate 
    representatives who may exercise on its behalf all of its powers as a 
    member provided that they do not do so in relation to the same shares. 
 7. Any electronic address provided either in this Notice or in any related 
    documents (including any form of proxy) may not be used to communicate with 
    the Company for any purposes other than those expressly stated. 
 8. If you need help with voting online, or require a paper proxy form, please 
    contact our Registrar, Link Group by email at [e-mail], or 
    you may call Link on 0871 664 0391 if calling from the UK, or +44 (0) 371 
    664 0391 if calling from outside of the UK. Link Group are open between 
    9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in 
    England and Wales. Submission of a Proxy vote shall not preclude a member 
    from attending and voting in person at the meeting in respect of which the 
    proxy is appointed or at any adjournment thereof. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

October 22, 2021 08:06 ET (12:06 GMT)