Third Point Investors Ltd — AGM Information 2012

Apr 27, 2012

Northern Trust International Fund Administration Services (Guernsey) Limited PO Box 255 Trafalgar Court, Les Banques St Peter Port, Guernsey Channel Islands GY1 3QL Tel: +44 (0) 1481 745001 Fax: +44 (0) 1481 745051 Internet: northerntrust.com

Northern Trust

Jacqueline Cusack

Senior Administrator, Corporate Secretarial

Direct Line: 44 (0) 1481 745390 Fax: 44 (0) 1481 745075 Internet: jc180@ntrs.com

Our Ref: JC180/THIRDP

27 April 2012

Dear Shareholder

THIRD POINT OFFSHORE INVESTORS LIMITED

Please find enclosed a Notice and Agenda calling the Fifth Annual General Meeting (“the AGM”) of Third Point Offshore Investors Limited to be held on 21 May 2012, together with a Form of Proxy and a set of the Audited Report and Financial Statements of the Company for the year ended 31 December 2011.

If you are unable to attend the AGM please arrange for the Form of Proxy to be completed and signed. Please return the completed Form of Proxy to arrive no later than 10.00am on Saturday 19 May 2012 by e-mail or fax as detailed above, sending the original by post to;

Northern Trust International Fund Administration Services (Guernsey) Limited PO Box 255 Trafalgar Court Les Banques St Peter Port Guernsey GY1 3QL

Yours faithfully

Jacqueline Cusack Senior Administrator, Corporate Secretarial Department For NORTHERN TRUST INTERNATIONAL FUND ADMINISTRATION SERVICES (GUERNSEY) LIMITED

Encs

Registered Office: Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands. Registered No: 15532. Licensed and regulated by the Guernsey Financial Services Commission.

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THIRD POINT OFFSHORE INVESTORS LIMITED

(Company No. 47161)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Fifth Annual General Meeting of the Company will be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Channel Islands on 21 May 2012 at 10.00am.

Resolution on Form of Proxy

Agenda

1. To elect a Chairman of the Meeting.
2. To receive the Audited Report and Financial Statements of the Company for the year ended 31 December 2011.

Ordinary Resolution 1 3. To re-appoint Ernst & Young LLP as Auditor of the Company until the conclusion of the next Annual General Meeting.

Ordinary Resolution 2 4. To authorise the Board of Directors to determine the Auditor's remuneration.

Ordinary Resolution 3 5. To re-elect Keith Dorrian as a Director of the Company in accordance with Article 113(1) of the Articles of Incorporation.

Ordinary Resolution 4 6. To re-elect Joshua Targoff as a Director of the Company in accordance with Article 113(1) of the Articles of Incorporation

Ordinary Resolution 5 7. To approve the remuneration of the Board of Directors being fixed at a total amount of £161,000 for 2012.

Special Resolution 1 8. To approve that conditional upon the Ordinary Shares of the Company remaining trading on the main market of the London Stock Exchange, the Company be authorised in accordance with Section 315 of The Companies (Guernsey) Law, 2008, as amended, (the "Law") to make market acquisitions (within the meaning of section 316 of the Law) of each class of its Shares (either for retention as treasury shares for future reissue and resale or transfer, or cancellation) provided that:

i. the maximum number of Shares hereby authorised to be purchased shall be 14.99% of each class of Shares in issue as at the date of this document; ii. the minimum price (exclusive of expenses) which may be paid for a Share shall be 50 per cent of the Net Asset Value (as defined in the Articles of Incorporation);

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iii. unless a tender offer is made to all holders of the relevant class of Shares, the maximum price (exclusive of expenses) which may be paid for a Share shall not be more than the higher of (a) 105 per cent of the average of the middle market quotations for a Share taken from the London Stock Exchange’s main market for listed securities for the five business days before the purchase is made; and (b) the higher of the price of the last independent trade and the highest current independent bid at the time of the purchase; and (c) any purchase by the Company of 15 per cent or more of any class of its Shares shall be effected by way of a tender offer to all Shareholders of that class, or such other price as may be permitted by the Listing Rules of the UK Listing Authority;

iv. the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company of, if earlier, on the expiry of eighteen months from the passing of this resolution, unless such authority is renewed, varied or revoked prior to such time; and

v. the Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract.

1. Any other business.

By Order of the Board

For and on behalf of

Northern Trust International Fund Administration

Services (Guernsey) Limited

Secretary

27 February 2012

Notes

A member of a company is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the company. A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. The requisite form is attached hereto and must be delivered to PO Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL at least 48 hours before the time of the Meeting.

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THIRD POINT OFFSHORE INVESTORS LIMITED

(Company No. 47161)

PROXY FORM

I/We,

please insert shareholder name using block capitals. Please note if the shareholder name is not inserted the Form of Proxy cannot be used

of

being a member

of Third Point Offshore Investors Limited hereby appoint

(full name) of

(address)

or failing him, the Chairman of the Meeting or the Company Secretary as my/our proxy to attend and vote on my/our behalf and if necessary demand a poll at the Fifth Annual General Meeting of the Company to be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL, Channel Islands on 21 May 2012 at 10.00am and at any adjournment thereof.

	Ordinary Resolutions	For	Against	Abstain
1.	To re-appoint Ernst & Young LLP as Auditor to the Company until the conclusion of the next Annual General Meeting.
2.	To authorise the Directors to determine the Auditor’s remuneration.
3.	To re-elect Keith Dorrian as a Director of the Company in accordance with Article 113(1) of the Articles of Incorporation.
4.	To re-elect Joshua Targoff as a Director of the Company in accordance with Article 113(1) of the Articles of Incorporation.
5.	To approve the remuneration of the Board of Directors being fixed at a total amount of £161,000 for 2012.
	Special Resolution	For	Against	Abstain
1.	To approve that conditional upon the Ordinary Shares of the Company remaining trading on the main market of the London Stock Exchange, the Company be authorised in accordance with Section 315 of The Companies (Guernsey) Law, 2008, as amended, (the “Law”) to make market acquisitions (within the meaning of section 316 of the Law) of each class of its Shares (either for retention as treasury shares for future reissue and resale or transfer, or cancellation) provided that:
i. the maximum number of Shares hereby authorised to be purchased shall be 14.99% of each class of Shares in issue as at the date of this document;
ii. the minimum price (exclusive of expenses) which may be paid for a Share shall be 50 per cent of the Net Asset Value (as defined in the Articles of Incorporation);

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iii. unless a tender offer is made to all holders of the relevant class of Shares, the maximum price (exclusive of expenses) which may be paid for a Share shall not be more than the higher of (a) 105 per cent of the average of the middle market quotations for a Share taken from the London Stock Exchange’s main market for listed securities for the five business days before the purchase is made; and (b) the higher of the price of the last independent trade and the highest current independent bid at the time of the purchase; and (c) any purchase by the Company of 15 per cent or more of any class of its Shares shall be effected by way of a tender offer to all Shareholders of that class, or such other price as may be permitted by the Listing Rules of the UK Listing Authority;

iv. the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company of, if earlier, on the expiry of eighteen months from the passing of this resolution, unless such authority is renewed, varied or revoked prior to such time; and

v. the Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract.

Signature(s)

Dated …………………………

IN ORDER TO BE VALID AT THE ABOVE MEETING THIS PROXY MUST BE COMPLETED AND RETURNED TO ARRIVE NO LATER THAN 10.00AM ON SATURDAY 19 MAY 2012. YOU MAY RETURN THE FORM OF PROXY TO JACQUELINE CUSACK BY FAX +44 (0)1481 745075 OR EMAIL JC180@NTRS.COM (WITH THE ORIGINAL TO FOLLOW BY POST TO JACQUELINE CUSACK, CORPORATE SECRETARIAL DEPT, NORTHERN TRUST, PO BOX 255, TRAFALGAR COURT, LES BANQUES, ST PETER PORT, GUERNSEY, GY1 3QL, CHANNEL ISLANDS IN DUE COURSE).

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Notes re your Form of Proxy and voting at the General Meeting

A member of a company is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the company. A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him.

If it is desired to appoint some other person or persons as proxy or proxies the name(s) of the proxy or proxies desired must be inserted in the space provided and the alteration should be initialled. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

Please indicate with an 'X' in the appropriate box how you wish your vote to be cast in respect of the resolution. If you do not insert an 'X' in the appropriate box your proxy will vote or abstain at his discretion.

The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or of the appointor is a corporation under its common seal or under the hand of an officer or attorney duly authorised.

All joint holders should be named but the signature of any one is sufficient. In all cases, names must be entered as they appear on the Company's register.

Where there are joint registered holders of any share such persons shall not have the right of voting individually in respect of such share but shall elect one of their number to represent them and to vote whether in person or by proxy in their name. In default of such election the person whose name stands first on the Register shall alone by entitled to vote.

Any corporation which is a Shareholder may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Shareholders of the Company or to approve any resolution submitted in writing and the person so authorised shall be entitled to exercise on behalf of the corporation which he represents the same powers (other than to appoint a proxy) as that corporation could exercise if it were an individual Shareholder of the Company.

The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company's registered office (Northern Trust International Fund Administration Services (Guernsey) Limited, PO Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL) not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default unless the Board directs otherwise the instrument of proxy shall not be treated as valid.

The form of proxy may be sent by post or transmitted to the registered office of the Company. 'By post' means by registered post, recorded delivery service or ordinary letter post and 'transmitted' means transmitted by electronic communication or facsimile transmission. Should the original form of proxy not be received by post the electronic version shall still be treated as valid (provided it is returned before the proxy cut off as detailed above).

Only shareholders registered in the register of members of the Company at 10.00am on Saturday 19 May 2012 shall be entitled to attend or vote at the aforesaid meeting in respect of the number of shares registered in their name at the time, or in the event that the meeting is adjourned in accordance with the provisions contained in the Company's Articles of Incorporation, in the register of members at close of business two days before the time of any adjourned meeting. Changes to entries on the register of members after such time or, in the event that the meeting is adjourned, to entries in the register of members after close of business before the time of the adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.

To change your proxy instructions, simply submit a new proxy appointment using the method set out above. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. Please note that the cut-off time for receipt of proxy appointments also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

To appoint more than one proxy you may photocopy the form of proxy. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.