Item 2.01. Completion of Acquisition or Disposition of Assets

On February 2, 2023, Argo International Holdings Limited (“AIHL”), a wholly-owned subsidiary of Argo Group International Holdings, Ltd. (the “Company”), completed the previously announced sale of the entire issued share capital of Argo Underwriting Agency Limited (the “AUA Sale”). The AUA Sale was consummated pursuant to the previously disclosed Sale and Purchase Agreement (the “SPA”), dated as of September 8, 2022, by and between AIHL and Ohio Farmers Insurance Company (“Ohio Farmers”), part of the Westfield group of insurance companies, as amended by that certain Deed of Amendment, dated February 2, 2023.

The foregoing description of the SPA and Deed of Amendment in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the SPA, a copy of which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 filed with the United States Securities and Exchange Commission on November 9, 2022 and is incorporated herein by reference, and the Deed of Amendment, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 to be filed with the Securities and Exchange Commission.

At the closing of the AUA Sale, AIHL received cash proceeds of approximately $125,000,000. An additional amount of approximately $30,500,000 was placed in escrow by Ohio Farmers related to certain reinsurance-related recoverables, which may be released to AIHL over a period of two years following the closing. At the end of the two-year escrow period, any remaining balance of the $30,500,000 escrow will be returned to Ohio Farmers.