Item 5. OTHER INFORMATION

Disclosures Required Pursuant to Section 13(r) of the Securities Exchange Act of 1934

Set forth below is a description of a matter reported pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act. Concurrently with this Quarterly Report on Form 10-Q, we are filing a notice pursuant to Section 13(r) of the Exchange Act that the matter has been disclosed herein.

This disclosure arises out of an internal review voluntarily carried out by the Company following discovery of the transactions with the F.A.I.R. Aviation Pool that were disclosed in our Form 10-K for the year ended December 31, 2022, filed with the SEC on February 24, 2023 (our ‘Form 10-K’).

A now-former business unit of Willis Limited, WTW’s main broking entity in the U.K., at the request and on behalf of certain clients, obtained reinsurance coverage from the F.A.I.R. Non-Life Reinsurance Pool (‘the Pool’). The membership of the Pool changes each policy year but has in some, but not all, years included Iranian (re)insurance carriers. In the 2009 policy year, two members of the Pool were Bimeh Markazi Iran and Bimeh Iran (Iran Insurance Co) (collectively, the ‘Iranian Carriers’).

Years ago, the Company implemented a process aiming to ensure that no payments attributable to the Iranian Carriers were transacted with the Pool. To our knowledge, this process was generally followed in the ensuing years. In October 2021, however, the Pool issued a claims payment to Willis Limited on behalf of all members of the 2009 Pool, including the Iranian Carriers. The inclusion of the Iranian Carriers in this payment came despite an internal instruction from our Compliance team that the Iranian Carriers should not be so included, and a written acknowledgment of this instruction by a member of the team charged with processing the payment. Our current belief, therefore, is that inclusion of the Iranian Carriers was the result of human error during the process of arranging for payment.

The total amount of the claims payment from the Pool was $25,934.61, of which $1,296.73 was attributable to the Iranian Carriers.

As noted in our Form 10-K, an affiliate of Willis Limited has submitted a voluntary self-disclosure to the U.S. Office of Foreign Assets Control (‘OFAC’). It intends to cooperate fully with any investigation by OFAC.

The Company does not intend to engage in future transactions or dealings with the Iranian Carriers.

(a) None.

(b) None.

(c) Insider Trading Arrangements

For the quarter ended June 30, 2023, none of the Company’s directors and officers adopted, modified, or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any ‘non-Rule 10b5-1 trading arrangement’ as defined under applicable securities laws and each of the director’s or officer’s respective remaining sale or purchase authority under such plans.