NOTE 3. ACQUISITION OF TOKIO MILLENNIUM RE Overview The aggregate consideration for the acquisition of TMR, which closed on March 22, 2019, was $1.6 billion, consisting of cash, RenaissanceRe common shares and a special dividend from TMR, as described in more detail below. The aggregate consideration paid at closing for the acquisition of TMR was based on the closing tangible book value of TMR, subject to a post-closing adjustment under the terms of the Stock Purchase Agreement by and among the Company, Tokio Marine & Nichido Fire Insurance Co. Ltd. (“Tokio”) and, with respect to certain sections only, Tokio Marine Holdings, Inc. entered into on October 30, 2018. The parties determined that no closing adjustment was required. In connection with the closing of the TMR Stock Purchase, Tokio, RREAG and RenaissanceRe (UK) Limited (formerly known as Tokio Millennium Re (UK) Limited) (“RenaissanceRe UK”) entered into a reserve development agreement whereby RREAG and RenaissanceRe UK agreed to cede to Tokio, and Tokio agreed to indemnify and reimburse RREAG and RenaissanceRe UK for, substantially all of RREAG and RenaissanceRe UK’s adverse development on stated reserves at time of the closing, including unearned premium reserves, subject to certain terms and conditions. The reserve development agreement provides the Company with indemnification on stated reserves, including unearned premium reserves, for RREAG and RenaissanceRe UK, on a whole-account basis, and takes into consideration adverse performance across the Company’s reportable segments. To the extent the combined performance of acquired reserves for claims and claim expenses or unearned premiums is worse than expected on an aggregate basis across reportable segments, the Company is indemnified under the terms of the reserve development agreement and would expect to collect under the reserve development agreement. At closing, RREAG and Tokio entered into a retrocessional agreement pursuant to which RREAG ceded to Tokio all of its liabilities arising from certain stop loss reinsurance contracts RREAG entered into with third- party capital partners which were either in force as of the closing date or which incept prior to December 31, 2021. The Company recorded $9.1 million o f corporate expenses associated with the acquisition of TMR during 2020 (2019 - $49.7 million). Included in these expenses are compensation, transaction and integration- related costs. Purchase Price The Company’s total purchase price for TMR was calculated as follows: Special Dividend Special Dividend paid to common shareholders of Tokio and holders of Tokio equity awards $ 500,000 RenaissanceRe Common Shares Common shares issued by RenaissanceRe to Tokio 1,739,071 Common share price of RenaissanceRe (1) $ 143.75 Market value of RenaissanceRe common shares issued by RenaissanceRe to Tokio 249,998 Cash Consideration Cash consideration paid by RenaissanceRe as acquisition consideration 813,595 Total purchase price 1,563,593 Less: Special Dividend paid to Tokio (500,000) Net purchase price $ 1,063,593 (1) RenaissanceRe common share price was based on the 30-day trailing volume weighted average price of $143.7539 as of market close on March 15, 2019, which approximates fair value. F-18