EFTA Document EFTA01367458

Disclaimer This investor presentation shall not constitute an offer to sell or the solicitation of an offer to buy the common shares (the "Common Shares') contemplated to be issued by ABR Reinsurance Capital Holdings Ltd. ("ABR Holdings"), which may only be made by, and is subject to the terms of, the Confidential Private Placement Memorandum, dated on or about January 21. 2015 (the "Placement Memorandum"); nor shall there be any offer to sell or solicitation of an offer to buy the Common Shares in any jurisdiction or to any person in which or to whom it is unlawful to make such an offer or sale. In particular, no invitation may be made to the public in Bermuda to subscribe for the Common Shares. All material contained herein, including proposed terms and conditions, are for preliminary discussion purposes only. Final terms and conditions may change without notice and are subject to further discussion and negotiations. ABR Holdings and the placement agents make no representation and have given you no advice concerning the appropriate regulatory treatment, accounting treatment or possible tax consequences of any indicative transaction. These indicative terms are subject to your review of the Placement Memorandum. The information set forth herein is qualified in its entirety by the information in the Placement Memorandum and other documents that have been provided or are being provided simultaneously to you. These indicative terms are subject to execution of definitive documents. In the event of any conflict between the information contained herein and the terms of definitive documents, the definitive documents will control. Since the information herein constitutes a summary and is not complete, prospective investors must review the Placement Memorandum and carefully consider all of the terms and provisions of the definitive documents. Prospective investors should consult their own legal, tax, regulatory, accounting and investment advisers as such prospective investor, in its sole discretion, deems necessary or appropriate in connection with the transactions contemplated herein prior to making an investment decision. ABR Holdings and the placement agents are not acting as your advisor, fiduciary or agent in any capacity. Capitalized terms used and not defined in this presentation will have meaning given to them in the Placement Memorandum. This investor presentation and the information contained herein are highly confidential and have been prepared by ABR Holdings solely for use in connection with the offering of Common Shares in accordance with the Placement Memorandum, which is being conducted in compliance with an exemption under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the "Securities Act"), Rule 506 thereunder and applicable state securities laws for an offer and sale of securities that does not involve a public offering. The Common Shares have not been registered under the Securities Act or any state securities laws and may not be offered or sold except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws, unless registered under the Securities Act and applicable state securities laws. The Common Shares will constitute "restricted securities" within the meaning of Rule 144 under the Securities Act. Prospective investors are limited to "accredited investors," as such term is defined under Rule 501(a) of Regulation D under the Securities Act, that are either (i) "qualified purchasers," as defined in Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules promulgated thereunder or (ii) employees of BlackRock Financial Management, Inc. or its affiliates who are Knowledgeable Employees. Certain offers and sales may also be made to persons who are both (A) 'qualified purchasers," as such term is defined in Section 2(a)(51)(A) of the Investment Company Act, and (B) "non-U.S. persons," as such term is defined under Regulation S of the Securities Act, in "offshore transactions," as such term is defined under Regulation S of the Securities Act. The Placement Memorandum does not comply in important respects with the rules of the U.S. Securities and Exchange Commission (the "SEC") that would apply to an offering document relating to a public offering of securities. As used herein, "Knowledgeable Employee- means any natural person who is an executive officer, director, trustee, general partner, advisory board member or person serving in a similar capacity of ABR Holdings or an entity that manages the investment activities of ABR Holdings, as well as an employee of ABR Holdings or such an entity that manages the investment activities of ABR Holdings who, in connection with such employee's regular functions, participates in the investment activities of ABR Holdings and/or other private investment funds the investment activities of which are managed by such entity that manages the investment activities of ABR Holdings; provided that such employee has been performing such functions for or on behalf of ABR Holdings or such entity that manages the investment activities of ABR Holdings, or substantially similar functions for or on behalf of another investment management firm, for at least 12 months. This investor presentation and the information contained herein may not be reproduced in whole or in part without our prior written consent. Redistribution of this document and/or any potential transaction in certain jurisdictions or to certain investors may be prohibited by law. No representation is given to any investor regarding the legality of an investment. This brief statement does not purport to describe all of the risks associated with the Common Shares. Please see the "Risk Factors" section in the Placement Memorandum. Capitalized terms, unless defined herein, shall have meanings attributed to them in the Placement Memorandum. 3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0059010 CONFIDENTIAL SDNY_GM_00205194 EFTA01367458