On June 1, 2020, Fidelity National Financial Inc., (“ FNF”), completed its previously announced acquisition of FGL Holdings (the “ Company”) pursuant to the Agreement and Plan of Merger, dated as of February 7, 2020, by and among FNF, the Company, F I Corp., a Cayman Islands exempted company (“ Merger Sub I”) and F II Corp., a Cayman Islands exempted company (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”), as amended by the First Amendment to the Agreement and Plan of Merger, dated as of April 24, 2020, by and among FNF, the Company and the Merger Subs (the Agreement and Plan of Merger, as amended, the “ Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub I merged with and into the Company (the “ First Merger”), with the Company surviving the First Merger (the “ Surviving Company”) and becoming a wholly owned subsidiary of FNF as a result of the First Merger in accordance with the Companies Law (2020 Revision) of the Cayman Islands (the “ CICL”), and immediately following the First Merger, the Surviving Company merged with and into Merger Sub II (the “ Second Merger” and, together with the First Merger, the “ Mergers”), with Merger Sub II surviving the Second Merger and remaining a wholly owned subsidiary of FNF as a result of the Second Merger in accordance with the CICL. Each ordinary share, par value $0.0001 per share of the Company (the “ Ordinary Shares”) (other than (i) shares owned by the Company and any of its subsidiaries or FNF and any of its subsidiaries and (ii) shares in respect of which dissenters’ rights have been properly exercised and perfected under Cayman Islands law) was canceled and converted automatically into the right to receive (i) $12.50 in cash (the “ Cash Consideration”) or (ii) 0.2558 shares of common stock of FNF (“ FNF Common Stock”). The Mergers were effective on June 1, 2020. In accordance with the terms of the Merger Agreement, at the First Effective Time, seven of the nine directors of the Company prior to consummation of the Mergers (William P. Foley II, Keith W. Abell, Chinh E. Chu, James A. Quella, Patrick S. Baird, Menes O. Chee and Timothy M. Walsh) resigned from the Board of Directors of the Company and ceased to be directors of the Company. In accordance with the terms of the Merger Agreement and the plans of merger filed by FNF and the Company with the Registrar of Companies of the Cayman Islands, Raymond R. Quirk and Michael J. Nolan became the directors of the Company after the consummation of the Mergers and will be the directors of the Company until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.