Third Point Investors Limited Annual Report 2023

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FY2023 Annual Report · Third Point Investors Limited

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THIRD POINT INVE STORS LIMITE D

Annual Report and
Audited Financial Statements

31 December 2023

Annual Report and Audited Financial Statements 31 December 2023

THIRD POINT INVESTORS LIMITEDThird Point Investors Limited (“TPIL”) offers a unique

access point to Daniel Loeb’s Third Point LLC and its

strong track record of delivering returns for investors

since 1995. Third Point LLC adopts an active and

engaged approach to global investing for investors

wishing to diversify their portfolios. Unconstrained in

style and free of benchmark confinement, Daniel Loeb’s

investment speciality is to pivot opportunistically across

asset classes, seeking to optimise risk-adjusted returns

over the longer term.

Annual Report and Audited Financial Statements 31 December 2023Why Third Point Investors?

Exposure to the flagship
Third Point Master Fund

Different pillars of investment
strategy

As a UK-listed Company, TPIL offers
UK investors a unique and efficient
access point to Third Point LLC’s
flagship Master Fund, which has
delivered attractive risk-adjusted
returns to investors since its inception
in 1995.

The Third Point LLC (“Third Point”
or the “Investment Manager”)
investment strategy centres on
four distinctive pillars: activism;
fundamental and event-driven
equities; credit; and private markets
(ventures). CIO Daniel Loeb is
responsible for overall capital
allocation across these strategies,
according to his reading of market
conditions.

Unconstrained and agile

The Investment Manager
opportunistically pivots across
asset classes, capital structure and
geographic domicile according
to where it sees good potential
risk-adjusted returns. It is not
a benchmark-driven fund and
therefore it provides what it believes
is a differentiated approach and
outcome for global investors seeking
diversification.

Constructivist engagement

Always striving to improve

Governance

Third Point aims to derive long-
term value through various forms
of constructivist engagement with
companies in which it invests. It also
pursues event-driven opportunities,
identifying misunderstood catalysts
such as M&A and special situations
that we believe will unlock value.

The Investment Manager’s cultural
philosophy values teamwork and
improvement. It respects the
Japanese business concept of
Gemba Kaizen, which takes into
consideration the skills of the entire
organisation, with the understanding
that even the smallest of adjustments
will create value over time.

TPIL is a Guernsey-domiciled,
London-listed investment company
which is a member of the Association
of Investment Companies (AIC) in
the UK. A majority of independent
directors on a board is an important
hallmark of good UK governance
practice.

THIRD POINT INVESTORS LIMITEDContents

Overview

2 Why Third Point Investors?
Historical Performance
4
Financial Highlights
5
Chairman’s Statement
6

Portfolio

Investment Manager’s Review

12
18 Portfolio Analysis
Investment Team
19

Governance

22 Directors
24 Strategic Report
27 Section 172 Report
32 Directors’ Report
40 Statement of Directors’ Responsibilities in Respect of the Audited Financial Statements
41 Directors’ Remuneration Report
43 Report of the Audit Committee

Independent auditor’s report

Independent Auditor’s Report to the Members of Third Point Investors Limited

Financial statements

56 Statement of Assets and Liabilities
57 Statement of Operations
58 Statement of Changes in Net Assets
59 Statement of Cash Flows
60 Notes to the Audited Financial Statements

Additional information

Investor Information

70
71 Management and Administration
72 Glossary
74 Notice of Annual General Meeting
78 Legal Information

Annual Report and Audited Financial Statements 31 December 2023Historical Performance
As at 31 December 2023

Annualised Historical Performance (%)

Third Point Investors Limited (NAV)

Third Point Investors Limited (Share Price)

S&P 500 Index

MSCI World Index

1 Year

3 Year

5 Year

10 Year

Since TPIL
Inception

4.0

-5.8

26.3

24.4

-0.9

-2.7

10.0

7.8

8.1

6.9

15.7

13.4

5.6

3.6

12.0

9.2

7.3

6.1

9.4

6.9

Net Asset Value Total Return (%)

500

450

400

350

300

250

200

150

100

-50

-100

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Chart rebased to 100 and plotted since inception of TPIL

TPIL NAV

S&P 500 Index

MSCI World Index

THIRD POINT INVESTORS LIMITEDFinancial Highlights
As at 31 December 2023

Net Asset Value per Share

Share Price

4.0%

2023: $25.43

2022: $24.46

-5.8%

2023: $19.50

2022: $20.70

Net Asset Value per Share over 5 Years ($)

Share Price over 5 Years ($)

32.37

26.17

24.46

25.43

21.15

27.80

21.20

20.70

19.50

16.30

2019

2020

2021

2022

2023

2019

2020

2021

2022

2023

Discount to NAV over 5 Years ($,%)

Share Buybacks over 5 Years ($mn)

-10

-20

-30

350

300

250

200

150

100

311.13

69.02

58.91

79.08

52.95

51.17

2019

2020

2021

2022

2023

2019

2020

2021

2022

2023

Cumulative

NAV

Price (left, $)

Discount to NAV (right, %)

Annual Report and Audited Financial Statements 31 December 2023Chairman’s Statement

Dear Shareholder,

During 2023, TPIL returned 4.0% on
a NAV basis and -5.8% on a share
price basis. This compares with
returns of 24.4% and 26.3% for the
MSCI World Index and S&P 500
Index, respectively, over the same
period. This clearly represents a
disappointing result following on from
2022, after which the Investment
Manager re-positioned the portfolio.
This entailed a move towards more
high conviction and concentrated
investment exposures, focussed on
core areas of competency such as
deep value, event driven and activist
strategies. These changes were
allied to Third Point’s deep strength
in both traditional and structured
credit markets. The re-positioning
led to a material improvement in
performance in the second half
of the year, when the NAV return
outperformed both the MSCI World
Index and the S&P 500 Index.

Credit has remained a steady
and reliable low risk, low volatility
performer. The more concentrated
equity exposure combined with
greater discipline in short equity
and hedge positions resulted in a
sharp turnaround in overall equity
attribution. This moved from -3.9%
on a gross basis in the first half of
the year to +7.3% in the second half.

While adverse geopolitical and
economic events during 2023
continued to plague market
sentiment, the expectation that a
mild US recession was imminent
proved unfounded. US economic
statistics continued to be strong.

The dramatic third quarter rout in the
bond markets was propagated by
a belief – which proved unfounded
– that the Fed would need to cut
rates to stave off recessionary risks.

Real interest rates moved sharply
upwards in the third quarter, from
around 1.5% to 2.5%, putting an
end to the dovish monetary policy
of previous years. The interest
rate landscape is returning to
comparative historical norms.

Portfolio Drivers

During 2023, credit was the largest
source of returns delivering 4.1%
gross at the portfolio level. Of this,
2.3% was from Corporate Credit
and 1.8% from Structured Credit. In
absolute terms, the Corporate Credit
portfolio returns of 18% exceeded
those of the ICE Bank of America
High Yield Index by 4%, as a result of
active trading and security selection.
Returns on Bank and Telecom credits
proved to be particularly rewarding,
with attractive capital structure
arbitrage opportunities being
exploited successfully.

The Structured Credit portfolio
generated a 7.5% return in the year
and outperformed the Bloomberg
US Aggregate Index by over 2%.
This was attributable to the effective
hedging of interest rate risk, as well
as taking advantage of technical
opportunities in reperforming
residential mortgage loan securities,
and in the shorter duration auto and
student debt sectors.

THIRD POINT INVESTORS LIMITEDTPIL continues to have
around half of its net
equity exposure to AI
themed equities such
as Microsoft, Amazon
and Meta, in addition to
concentrated positions in
a diversified portfolio of
companies it considers
undervalued such as
Danaher, PCG and UBS.

Gross equity returns were 3.2%
in 2023. Overall, event driven
strategies contributed 5.9% to gross
return, while activist and hedging
strategies detracted -0.4% and
-2.3% respectively. The majority of
the equity returns were achieved
in the second half. Significantly, a
modification in single name short
equity positions to a more diversified
pan-industry strategy assisted in
limiting risk in certain stocks, yielding
more consistent alpha with lower
overall volatility.

TPIL continues to have around half of
its net equity exposure to AI themed
equities such as Microsoft, Amazon
and Meta, in addition to concentrated
positions in a diversified portfolio of
companies it considers undervalued
such as Danaher, PCG and UBS.
These companies are anticipated to
benefit from more positive news on
lower inflation and lower rates in due
course and some from upcoming
catalyst events.

Net equity exposure during the
year varied between 40% and 70%,
ending the year at the higher end of
the range. Exposure to corporate and
structured debt remained between
40-45% during the year.

The Privates portfolio, including the
Participation notes, detracted -0.8%
on a gross basis at the portfolio level.
There have been a limited number of
liquidity events to date.

Discount Management

During the year the discount to NAV
widened from 15.4% to 23.3%. Most
of the investment trust sector has
been subject to widening discounts
in 2023, averaging around 15% on a
market capitalisation-weighted basis.

The Board has made strenuous
efforts to seek to narrow the discount
both via a substantial share buyback
programme, and by offering a 25%
stock tender at a 2% discount to
NAV in 2024 and in 2027. The $50m
one-year buyback programme
commenced in September 2022 and
was renewed in September 2023
with a further $25m available for
buybacks until April 2024. Despite
some success in stabilising the
discount in the first half of 2023
at around 15%, it has widened to
around 23% before tightening to
around 18% at the current time.

During 2023, the Company bought
back 2.6 million shares equivalent
to $51.2 million of value, which was
accretive by $0.44c to NAV per share.
Over the last five years the Company
has bought back 16.6 million shares
for $311.1 million, which has been
accretive by $2.13 per share.

The Company will not repurchase
any of its Shares for the duration of
the Redemption Offer (see below).
Once the results of the Redemption
Offer have been announced, the
Company may repurchase up to
US$20m of Shares over the balance
of 2024 if, in the Board’s view, it is in
the best interests of the Company
and Shareholders to do so.

Annual Report and Audited Financial Statements 31 December 2023The Board is encouraged
by the recent strong
performance of the
Investment Manager.

Borrowing Facility

In June 2023, the Company repaid
its $150 million borrowing facility
from J.P. Morgan in full, ahead of
its technical maturity in August
2023. The Company now has no
structural leverage.

Redemption Offer

On 1 April 2021, the Board
announced the implementation
of two potential Redemption Offer
opportunities, on 31 March 2024 and
31 March 2027 for Shareholders to
tender shares for redemption if the
average market price of the Shares
has been more than 10 per cent. and
7.5 per cent. below NAV, respectively,
for the six-month period preceding
each Redemption Offer Date. The
average discount to NAV at which the
Shares traded in the six month period
to 31 March 2024 was more than
10% and, accordingly, the Board is
offering Shareholders the opportunity
to tender Shares for redemption.

The Redemption Offer is for up
to 25 per cent. of the Company’s
issued share capital. Eligible
Shareholders will be able to decide
whether to tender some or all of
their Shares within the overall
limits of the Redemption Offer (but
tenders in excess of a Shareholder’s
Basic Entitlement will only be
accepted to the extent that other
Shareholders tender less than their
Basic Entitlement).

The full details of the Redemption
Offer are set out in a Circular which
was sent to shareholders earlier
this month.

Master Fund Redemptions

In the 2023 Interim Report, I
detailed a change to the policy for
redemptions from the Master Fund

in respect of the Company’s illiquid
holdings in Private investments.
Under the new policy, redemptions
from the Master Fund will be
settled approximately 93% in cash
and 7% in participation notes. The
participation notes, as a percentage
of the Company’s net assets, will
increase as redemptions from the
Master Fund are affected via tenders
and use of the buyback programme.
Assuming the Redemption Offer
is fully subscribed, the holding in
Privates will increase from 7% to
9% all other things being equal. Any
realisation from the Privates portfolio
will be reinvested in the Master Fund
and will reduce the Company’s overall
exposure to participation notes. This
policy was introduced to allow the
Investment Manager to manage the
underlying portfolio more effectively,
by offering a more stable platform for
investors by permitting the Manager
to focus on its core strategies.

Governance

All resolutions at the June 2023
AGM were passed. The Board noted
that Resolution 7 concerning the
reappointment of Josh Targoff was
opposed by over 20% of eligible
votes cast. As a result, pursuant to
the UK Corporate Governance Code
the Board was required to engage
directly with shareholders who voted
against his appointment and report
back to the market within six months.

The Board engaged with, and sought
feedback from, a wide variety of
investors. This exercise indicated
significant shareholder sentiment
that the Board should be composed
exclusively of independent directors,
as is consistent with the vast majority
of investment trusts listed on the
London Stock Exchange.

THIRD POINT INVESTORS LIMITEDAs a Board we believe
that TPIL offers a valuable
access point to a set of
differentiated strategies
in equities and credit in a
London-listed vehicle.

Following a review, the Nomination
& Remuneration Committee
recommended to the Board that
Mr. Targoff not be proposed for
re-election to the Board at the next
AGM, after which the Board will be
comprised wholly of Independent
Non-Executive Directors. However,
the Board values highly Mr.
Targoff’s contribution to the efficient
management of the Company and
he will continue to attend Board and
relevant Committee meetings as
an observer.

Future Strategy for the
Company

As a Board we believe that TPIL offers
a valuable access point to a set of
differentiated strategies in equities
and credit in a London-listed vehicle.

Investors have bought into the
Company on the basis of Dan
Loeb and Third Point’s long-term
performance track record. Returns
in 2023 have been disappointing
against the strength of the S&P 500
Index, which has been largely driven
by the concentrated outperformance
of tech stocks.

In response to this, Dan Loeb held
meetings with investors in June 2023
and again in March 2024 to outline
his investment ideas in more detail.
These meetings were well received
by those who attended.

The Board is encouraged by the
recent strong performance of the
Investment Manager, with the
Company generating an 8.7% NAV
return in Q1 2023 and 17.6% over
the prior six months to 31 March
2024. While past performance is not
a predictor of future gains, the Board
notes that the Investment Manager’s
long-term track record, along with its
flexible and opportunistic strategy,

incorporating a broad range of
equity and credit tools, can deliver
favourable risk-adjusted returns in the
current environment. Firstly, engaging
in active trading around idiosyncratic
credit events and acting as a provider
of liquidity in times of heightened
stress. Secondly, taking advantage
of complex event driven situations in
what are perceived to be mispricing
opportunities in high quality
companies, and finally catalyst driven
corporate/activist opportunities.

Notwithstanding the recent strong
performance, a meaningful discount
to NAV persists. Discounts to NAV –
and investor concern about them – is
an issue throughout the listed fund
sector and, with the intention to be
proactive and creative in facing this,
the Board has been working with
the Investment Manager to explore
further options for the Company.

In conjunction with these efforts, the
Board is pleased to announce the
appointment of Dimitri Goulandris
and Liad Meidar as directors, to take
place as soon as practicable. Their
relevant experience is in markets,
mergers and acquisitions, and asset
management, and they will bring
important new perspectives to the
Board at this time. Mr. Goulandris and
Mr. Meidar have been introduced
by Third Point, but the Board has
satisfied itself after due enquiries,
including taking references using
Cornforth Consulting, that they
are independent of the Investment
Manager and they have each
confirmed to the Board that they
understand the responsibilities
of directors to act solely in the
interest of the Company and thus
of all Shareholders. In accordance
with the Company’s Articles of
Incorporation, both new directors
will be put forward for election at

Annual Report and Audited Financial Statements 31 December 2023the annual general meeting of the
Company to be held in May 2024,
and the Board will recommend that
Shareholders vote in favour of both
their respective elections.

The expanded Board will create a
Strategy Committee (“Committee”)
comprised of the two new directors
and Richard Boléat, chaired by Mr.
Goulandris. This Committee will
be responsible for commencing
a full review to consider how the
Company may best deliver value to
Shareholders going forward, which
will be concluded within a six-month
period from the time the Committee
is launched (the “Strategy Review”).
The Strategy Review is not a formal
sale process and the Company is
not inviting offers for the Company to
be acquired. The Committee will be
charged with evaluating all possible
options, including offensive M&A
opportunities, investment strategy
mixes, corporate continuation votes
or further tenders, and potentially
other innovative options. It will have
the power to hire outside advisors
as necessary so that it can consider

the broadest range of possibilities.
As part of the Strategy Review, the
Company will seek shareholder
consultation and input.

At the conclusion of the Strategy
Review, the Committee will present
its findings to the Board. If approved
by the Board, the outcome will
then be reported by the Board to
Shareholders, and any recommended
new proposals will be put to
Shareholders, and voted on by them
as appropriate. If at the conclusion
of the Strategy Review there are
no new proposals recommended
by the Board to Shareholders, the
Board expects that, in due course,
it will invite shareholders to vote
on the continuation, or otherwise,
of the Company. Under those
circumstances, the Board will take
into account the performance of
the Company over the relevant
period based on the NAV per Share
and other metrics that it considers
appropriate in determining whether
to recommend voting in favour of the
continuation resolution.

Summary

The Board has been responsive to
shifting market forces and structural
issues that have been affecting TPIL
and the investment trust sector. By
authorising share buybacks, working
with the Investment Manager
to increase transparency in its
reporting, and the implementation
of exchange facility and Redemption
Offer programmes, we have made
decisions that we believe are in the
best interests of the Company and
the shareholder base as a whole.

The addition of two new Directors
with different skills and experience
and the conduct of the Strategy
Review should give shareholders
further opportunities to profit from
their investment in the Company.

In the meanwhile, my colleagues and
I would like to thank shareholders for
their continuing support.

Rupert Dorey
Chairman

19 April 2024

THIRD POINT INVESTORS LIMITEDPORTFOLIO

Annual Report and Audited Financial Statements 31 December 2023Investment Manager’s Review

Strategy Performance

As stated in the Chairman’s
Statement, for the 12 months ended
31 December 2023, Third Point
Investors Limited’s net asset value
(“NAV”) per share increased by
4.0%, while the corresponding share
price fell 5.8%. This compares with
the MSCI World Index and S&P 500
Index returns of 24.4% and 26.3%,
respectively. The Company’s share
price return included the effects of
the discount to NAV widening from
-15.4% to -23.3%.

After a bruising 2022, in which
inflation took hold and tight monetary
policy reigned, it was difficult to
predict the force with which markets
snapped back in 2023. While not
without moments of uncertainty –
including the regional bank crisis in
March and lingering concerns about
the economy tipping into a recession
– 2023 turned out to be a strong year
for headline equity performance.
This had roots in moderating inflation
and surprisingly strong job growth,
making it more likely that the U.S.
Federal Reserve would pivot from

rate hikes to rate cuts in 2024. While
the buoyancy broadened out as the
year wore on, 2023 was defined by
relatively narrow leadership: the
so-called “Magnificent Seven” of
Apple, Microsoft, Alphabet, Amazon,
Nvidia, Meta and Tesla accounted for
nearly half of the S&P 500’s full year
gains, and the tech-focused NASDAQ
advanced by more than 50%.
Underscoring this dynamic, the S&P
500 Index returned 26.3% for 2023,
while the S&P 500 Equal Weighted
Index returned 13.9%.

Against this backdrop, Third Point
underperformed the broader market
for the full year, with its short equity
positions (-8.0% gross contribution
to return for the Master Fund)
weighing on performance, as well
as more value-oriented long equity
positions (11.2% gross contribution
to return) generally lagging the
high-flying growth stocks that
carried the market-cap weighted
indices. Both Corporate Credit
(2.3% gross contribution to return)
and Structured Credit (1.8% gross
contribution to return), meanwhile,

Figure 1: Calendar Year Attribution 2023

Attribution by Strategy (%)

11.2

-5

-10

-15

-8.0

2.3

1.8

-0.8

Long Equity

Short Equity

Corporate Credit

Structured Credit

Privates

Note: All information is at 31/12/2023 and relates to the Third Point Offshore Master Fund L.P. Gross returns are
shown before deducting all expenses, management fees, and incentive fees, as applicable. Please see the important
notes and disclaimers at the end of this document.

Against this
backdrop, Third Point
underperformed
the broader market
for the full year,
with its short equity
positions weighing
on performance.

THIRD POINT INVESTORS LIMITEDFigure 2: A Tale of Two Halves

Attribution by Strategy (%)

3
2
0
2
H
1

3
2
0
2
H
2

-10

2.5

1.3

-6.4

-0.5

Long Equity

Short Equity

Corporate Credit

Structured Credit

Privates

8.9

1.0

0.5

-1.6

-0.3

Long Equity

Short Equity

Corporate Credit

Structured Credit

Privates

Benefit of
Duration

Risk
Management

Consistent Returns

Ring-fencing
Privates

Note: Information is at 30/6/2023 and 31/12/2023 and relates to the Third Point Offshore Master Fund L.P. Gross
returns are shown before deducting all expenses, management fees, and incentive fees, as applicable. Please see the
important notes and disclaimers at the end of this document.

contributed consistent, positive
returns throughout the year. Finally,
as the public listing timeline for many
venture companies continued to be
extended, the Private portfolio (-0.8%
gross contribution to return) saw
modest markdowns.

2023 Performance Review

Equities
Performance in the equity portion of
the portfolio was very much a “tale
of two halves” as outlined above
(Figure 2). Short equity positions
were generally challenged during the
market’s strength in 1H, especially in
January 2023, when the same higher
growth, non-profitable technology
stocks that were punished in 2022
came roaring back to life. On the long
side of the equity portfolio, several
event-driven positions provided
conservative guidance during the first
half of the year (including Danaher,
IFF and Bath & Body Works). In
addition, a couple of holdings (Fidelity
National Information Services and
AIG) were exposed to the financial
sector during the Silicon Valley Bank
failure in March and the short-lived
contagion that followed.

In assessing the lessons learned
from this period, Third Point’s efforts
in 2023 to improve performance
involved significant analysis and
scrutiny of not just what it invests
in, but how it invests. When the
firm thinks about its competitive
advantages in today’s investing
landscape, duration, concentration,
and an event-driven focus are top of
its list.

On the long side of the equity
portfolio, Third Point’s best outcomes
have been in deeply researched
names that represent a large portion
of firm capital. Some of these
investments have involved significant
engagement with the company to
improve performance and enhance
returns. Having deep fundamental
conviction has afforded Third Point
with the patience to see these
investments through, even when
markets or factors cause temporary
underperformance. Realising this
was the case with several of its
underperforming long positions
in the first half of the year, the firm
retained conviction in these names,
which set the stage for the long
equity portfolio’s outperformance in

On the long side of the
equity portfolio, Third
Point’s best outcomes
have been in deeply
researched names
that represent a large
portion of firm capital.

Annual Report and Audited Financial Statements 31 December 2023

Figure 3: Long Equity – Duration Paid Off

Return (%)

16.9

3.0

6.0

Third Point Long Equity ROIC

S&P 500

S&P 500 Equal Weighted

11.8

8.0

5.3

3
2
0
2
H
1

3
2
0
2
H
2

Third Point Long Equity ROIC

S&P 500

S&P 500 Equal Weighted

the second half of the year (Figure 3).
First half laggards such as Danaher
and Bath & Body Works delivered far
better performances in the second
half of the year.

Third Point applied a similar
analytical framework to single name
short-selling – focusing more on the
how rather than the what. Analysis
of historical results revealed some
telling data on shorts: namely, the

track record of identifying alpha-
generating shorts has been excellent,
but the monetisation of those ideas
has been suboptimal, in part due
to the extreme volatility in heavily
shorted stocks that caused the firm
to shorten duration. Third Point
addressed this by restructuring its
single name short portfolio to be
far more diversified across industry,
market cap, and factor profile, while
tightly limiting risk in names with high

short interest. This revised strategy
not only yielded alpha since being
implemented mid-year, but returns
have also come with far less volatility,
even during the major short squeezes
witnessed in July and December of
2023 (Figure 4).

Corporate Credit and
Structured Credit
Both Corporate Credit and Structured
Credit portfolios generated

Figure 4: Short Equity – Risk Management

MTD Alpha P&L ($mn)

-10

-20

-30

...

-150

(130)

Jan

Changes
implemented

(15)

(3)

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Source: Third Point analysis. Data as of 19/1/24.

THIRD POINT INVESTORS LIMITED

consistent, positive returns
throughout the year, adding valuable
ballast to Third Point’s overall
portfolio (Figure 5).

Corporate credit generated
approximately 18% gross return
on assets in 2023, driven by active
trading and security selection. First
half performance was driven by
successful investments in cruise
lines and taking advantage of the
March market selloff by buying
regional banks and Credit Suisse/
UBS debt securities, a joint venture
with Third Point’s equity team that
lead to a successful UBS equity
investment. Second half performance
was driven by exposure to healthcare
and telecom credits, as well as
a significant tailwind from the
“everything rally” during the last
two months of the year. The high
yield market generated 9% of its

total 13.5% annual performance
during the last eight weeks of the
year. While it was more difficult to
generate alpha during this period,
Third Point increased its corporate
credit exposure to its 2023 peak near
the October lows and so generated
excellent returns on that basis.

The telecom sector is one of the
largest in the credit markets and
lately one of the most dynamic.
During 2023, Third Point initiated
sizeable positions in several names,
with total exposure exceeding 5%
of total fund NAV. The firm believes
the sector is interesting because
of a significant valuation derating
due to concerns about competition
with fixed wireless products (offered
by wireless phone providers) and
fibre upgrades by legacy and other
carriers. This will likely impact
credits differently depending on

their technology, geography, and
pre-existing competitive picture,
creating a wealth of opportunities.
These telecom positions were also
important drivers of performance in
2023. For example, Frontier second
lien bonds were up 24% on a price
basis from the summer lows in
addition to generating a 10% current
yield in 2023.

Meanwhile, Third Point’s Structured
Credit portfolio also outperformed
the market in 2023, generating
approximately 8% gross return versus
the Bloomberg US Aggregate index’s
5.5% return. Each of the individual
strategies within the portfolio
were positive except marketplace
loans, which were only 1.5% of the
Master Fund NAV and experienced
some mark-to-market losses
based on perceived recessionary
concerns. Reperforming securities

Corporate credit
generated approximately
18% gross return on
assets in 2023, driven
by active trading and
security selection.

Figure 5: Credit – A Consistent Source of Returns in 2023

TP Corporate Credit vs. ICE/Bank of America High Yield Index (%)

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

TP Corporate Credit RoA%

ICE BofA HY Index

TP Structured Credit vs. Bloomberg US Aggregate Bond Index (%)

-5

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Cumulative Structured Credit RoA%

BBG US Aggregate

Source: Third Point, Bloomberg. Data as of 31/12/23.

Annual Report and Audited Financial Statements 31 December 2023in the residential mortgage space,
comprising about 14% of NAV,
delivered the largest contribution
to return for the year. Firmness in
the residential mortgage sector
was led by strong continued credit
performance and resilient home
prices, which counteracted the
negative effect of interest rate
volatility on longer duration assets.
Interest rate hedges were also
a positive contributor, and Third
Point actively traded the portfolio
throughout the year.

Outlook

In Equities, Third Point sees a
constructive backdrop in 2024, having
addressed some of the issues that
contributed to underperformance
in 2023 and expects market forces
to reward its approach to investing
as the macroeconomic picture
stabilises. While assets have certainly
priced in some of the good news
on inflation and rates, Third Point
still believes headline equity market

multiples exaggerate the valuation
most companies are trading for and
continues to find what it believes
are high-quality companies trading
at reasonable valuations. The firm
expects prospective returns to be
driven by: 1) a more stable interest
rate environment, which should
create more corporate activity,
expanding opportunities for Third
Point to invest in “self-help” situations
or those that require more active
engagement, and 2) Third Point’s
duration as a holder, which it believes
will continue to be a benefit in both
complex event-driven situations, and
mispriced, high-quality companies.
On the long side, going forward, Third
Point expects to further concentrate
the portfolio in its highest conviction
names. On the short side, Third
Point is encouraged by the results
of imposing tighter risk parameters,
and expects to increase the size of its
single name short equity portfolio.

In Corporate Credit, the high yield
market has been supported over
the last few years by favourable

supply and demand drivers that we
believe are fading. The post-COVID
recovery generated a significant
volume of upgrades to credits that
had been downgraded to high-yield
during the pandemic, resulting in a
net negative supply. Nearly all these
names have been upgraded and
returned to investment grade, so
this impact is behind us. Second,
new issue volumes have slowed to a
relative trickle in the face of interest
rate volatility as issuers were hesitant
to look foolish locking in high rates
or were holding out in the hope that
rates would decline. Interest rates
are stabilising and private equity is
adjusting to the new environment,
which should lead to higher new
issuance. Third, larger private credit
firms are competing very aggressively
with public markets for new deals,
making loans that would be very
challenging to complete in the public
markets and even offering issuers the
ability to pay interest in kind. Third
Point expects this source of capital to
begin to dry up, as the vast sums of

Figure 6: What Will Drive Returns in Coming Years?

Catalyst-Driven
Investing

A more stable interest rate
environment should precipitate
more corporate activity, expanding
opportunities for Third Point to invest
in “self-help” situations or those that
require more active engagement.

The Benefit of
Duration

Using the arbitrage of time to our
advantage in both complex, event-
driven situations and mispriced,
high-quality companies.

Opportunistic
Credit

Active trading around idiosyncratic
credit events and acting as a
liquidity provider in times of
heightened stress.

THIRD POINT INVESTORS LIMITEDmoney raised in the last two years are
spent and these investors begin to
face widespread credit issues in their
existing portfolios which were largely
created during a period of trough
interest rates and peak economic
activity. Much like private equity, the
expectation is that a vintage year
will be an important driver of private
credit performance.

On a fundamental basis, the impact
of higher rates has the potential to
create widespread credit stress in
high yield. According to a recent Bank
of America study, 40% of all B/CCC
issuers (roughly half the market) will
be free cash flow negative as they
refinance maturing debt with more
expensive debt due to higher interest
rates. It is also worth noting that this
analysis, done at the beginning of
2024, assumed that the U.S. Federal
Reserve would cut interest rates
by 250 basis points as was being
projected by the market at the time.
It is becoming more probable that
that the Fed cuts do not match those
expectations or, if they do, they are
accompanied by economic weakness

which would hamper corporate cash
generation. This may or may not lead
to large increases in defaults, but it is
difficult to see how there will not be
increasing credit stress. Third Point
is equally happy investing in stressed
performing debt as it is investing in
distressed credits – the firm’s returns
in both are relatively similar, so it
expects to be busy either way. In
Third Point’s view, credit will remain
attractive for an extended period,
with continuing periods of volatility
generating good entry points.

In Structured Credit, Third Point
remains constructive on the
residential mortgage sector, and it
comprises 65% of the firm’s exposure
in this asset class. The U.S. mortgage
market encompasses housing with
$43 trillion of market value with
only $13 trillion of mortgage debt.
House prices were up close to 5%
last year. While it’s fair to expect
some price declines if rates fall and
housing turnover increases, there
is a significant amount of equity in
borrowers’ hands.

Looking ahead to 2024, the banking
crisis last March caused banks to try
to optimise their portfolios and sell
the easiest, shortest duration assets
that are capital intensive. Third Point
estimates there are $65 billion of
consumer loans that banks want to
sell over the next few years where
unlevered loans are yielding 15%
with capital appreciation upside.
Spreads in structured credit look
appealing versus public corporate
credit and so Third Point expects
that with more investors looking at
structured credit for yield, spreads
will tighten across many collateral
types, particularly commercial
mortgage-backed securities (CMBS)
where real estate security selection is
critical. The long-awaited opportunity
in commercial real estate (CRE) looks
more promising this year, as lower
rates and a maturity wall of CRE
debt should finally shake loose some
distressed securities.

Third Point LLC

Figure 7: Corporate Credit Outlook

Technical Backdrop

Fundamental Backdrop

Backlog of COVID downgrades to high yield

Post-Post-COVID Economy:

largely upgraded

New issue supply should accelerate with

rate stability:

– Issuers bite the bullet

– Sponsors try to churn - return cash and

spend it

Net “negative supply” tailwind

should dissipate

– Goods deflation, labour remains tight

– Lower-end consumer has spent

savings windfall

– Global economic headwinds and conflict

Rolling industry credit stress

40% of B/CCC universe free cash flow

negative as debt refinanced1

Outlook for increased credit stress, unclear if

there will be distress

1 Bank of America, High Yield Strategy (2/1/24).

Annual Report and Audited Financial Statements 31 December 2023Portfolio Analysis
As at 31 December 2023

Portfolio Detail1

Equity

Activism/Constructivism

Fundamental & Event

Portfolio Hedges2

Total Equity

Credit

Corporate & Sovereign

Structured

Total Credit

Privates

Other3

Total Portfolio

Equity Portfolio Detail1

Equity Sectors

Consumer Discretionary

Consumer Staples

Utilities

Energy

Financials

Healthcare

Industrials & Materials

Enterprise Technology

Media & Internet

Portfolio Hedges2

Total

Exposure

Long

Short

Net

8.2%

82.3%

0.0%

-2.3%

-17.5%

-0.2%

5.9%

64.7%

-0.2%

90.4%

-20.0%

70.4%

17.4%

25.0%

42.4%

7.8%

0.0%

-0.3%

-0.1%

-0.3%

0.0%

17.2%

24.9%

42.1%

7.8%

0.0%

140.6%

-20.3%

120.3%

Exposure

Long

Short

Net

16.1%

0.2%

14.1%

0.9%

17.7%

6.5%

17.5%

10.0%

7.6%

0.0%

-3.0%

-0.7%

-2.8%

-0.1%

-3.8%

-2.1%

-4.6%

-2.0%

-0.7%

-0.2%

13.1%

-0.5%

11.2%

0.8%

13.8%

4.4%

12.8%

8.0%

6.9%

-0.2%

90.4%

-20.0%

70.4%

1 Unless otherwise stated, information relates to the Third Point Offshore Master Fund L.P. Exposures are categorised in a manner consistent with the

Investment Manager’s classifications for portfolio and risk management purposes.

2 Primarily broad-based market and equity-based hedges.
3 Includes currency hedges and macro investments. Rates and FX related investments are excluded from the exposure figures.

The sum of long and short exposure percentages may not visually add to the corresponding net figure due to rounding.

Net equity exposure is defined as the long exposure minus the short exposure of all equity positions (including long/short,
arbitrage, and other strategies), and can serve as a rough measure of the exposure to fluctuations in overall market levels.
The Investment Manager continues to closely monitor the liquidity of the portfolio and is comfortable that the current
composition is aligned with the redemption terms available to the Company by virtue of its holding of Class YSP shares.

THIRD POINT INVESTORS LIMITEDInvestment Team

Daniel S. Loeb

CEO & CIO

Ian Wallace

Partner & Head of Credit

Daniel S. Loeb is CEO of Third Point LLC, founded
in 1995. Daniel has served on five publicly traded
company boards: Ligand Pharmaceuticals; POGO
Producing Co.; Massey Energy; Yahoo!; and Sotheby’s.
Daniel’s philanthropic activities are driven by principles
of individual human rights, including fighting against
inequality and discrimination and for policies that lead to
greater economic opportunity for all. Daniel graduated
from Columbia University with an A.B. in economics
in 1983, endowed the Daniel S. Loeb Scholarship
for undergraduate study there, and received the
school’s John Jay Award for distinguished professional
achievement. In October 2020, he was awarded the
Alexander Hamilton Award for his philanthropic service by
the Manhattan Institute.

Ian Wallace joined Third Point in 2009. Prior to joining
Third Point, Ian was the Managing Member of River Run
Management, LLC, which he founded in 1999. River Run
was a hedge fund focused on high yield and distressed
investments and the firm shared office space with and
partnered with Third Point on many successful distressed
investments from 2000-2004. From 1989 to 1998, Ian
was a Managing Director with Oak Hill, an affiliate of
the Robert M. Bass Group. Prior to Oak Hill, Ian was a
Vice President in the High-Yield Research group at First
Boston, and a staff accountant at Arthur Andersen & Co.
Ian graduated from the University of Washington with a
B.A. in Business Administration.

Annual Report and Audited Financial Statements 31 December 2023Shalini Sriram

Rob Schwartz

Managing Director & Head of Structured Credit

Managing Partner, Third Point Ventures

Shalini Sriram is the Head of Structured Credit at Third
Point and sits on the firm’s risk committee, overseeing a
range of investments from residential and commercial
mortgage-backed securities to the intersection of
consumer finance and technology. Prior to joining Third
Point in 2017, Shalini invested in structured credit at
Scoggin Capital. From 2006 to 2012, Shalini was an
Executive Director at Morgan Stanley, and Head of ABS
CDO and RMBS trading. From 2002 to 2006, Shalini
was an associate at Banc of America Securities on a
proprietary ABS trading desk where she first structured
and then traded CDOs. Shalini received a B.A. in
Economics cum laude in three years from Wellesley
College and an MBA from Columbia Business School.

Since June 2000, Rob has been Managing Partner of Third
Point Ventures, the Menlo Park, California based venture
capital arm of Third Point LLC. Rob is presently a director
of NextSilicon, Verbit, Sysdig, Kentik, Kumu Networks,
Aryaka, R2 Semiconductor, YellowBrick Data, Ushur, and
Trullion. Previously, for 23 years, he was the President of
RF Associates North, a privately held communications
semiconductor manufacturer’s representative firm. Rob
holds a multi-discipline engineering degree from the
University of California at Berkeley.

THIRD POINT INVESTORS LIMITEDGOVERNANCE

Annual Report and Audited Financial Statements 31 December 2023Directors

Rupert Dorey (Chairman)

Richard Boléat

Huw Evans

Richard Boléat is a Jersey resident
and is a Fellow of the Institute of
Chartered Accountants in England &
Wales, having trained with Coopers
& Lybrand in Jersey and the United
Kingdom. Richard led Capita Group
plc’s financial services client practice
in Jersey until September 2007,
when he left to establish Governance
Partners, L.P., an independent
corporate governance practice.
He currently also acts as chairman
of CVC Credit Partners European
Opportunities Limited and audit
committee chairman of M&G Credit
Income Investment Trust plc, both of
which are listed on the London Stock
Exchange, along with a number of
other substantial collective investment
and investment management
entities established in Jersey, the
Cayman Islands and Luxembourg.
He is regulated in his personal
capacity by the Jersey Financial
Services commission.

Directorships in other public
listed companies:

CVC Credit Partners European
Opportunities Limited, M&G Credit
Income Investment Trust plc (both
London Stock Exchange).

Huw Evans qualified as a Chartered
Accountant with KPMG (then Peat
Marwick Mitchell) in 1983. He
subsequently worked for three years
in the Corporate Finance department
of Schroders before joining Phoenix
Securities Limited in 1986. Over
the next twelve years he advised a
wide range of companies in financial
services and other sectors on
mergers and acquisitions and more
general corporate strategy. Since
moving to Guernsey in 2005, he
acted as a professional non-executive
Director of a number of Guernsey-
based companies and funds and
is currently chair of VinaCapital
Vietnam Opportunity Fund Limited.
He holds an MA in Biochemistry from
Cambridge University. He moved
back to the UK in 2023 and is now
UK resident.

Directorships in other public
listed companies:

VinaCapital Vietnam Opportunity
Fund Limited (London
Stock Exchange).

Rupert is a Guernsey resident and
has over 35 years of experience
in financial markets. Rupert was
at CSFB for 17 years from 1988 to
2005 where he specialised in credit
related products, including derivative
instruments where his expertise
was principally in the areas of debt
distribution, origination and trading,
covering all types of debt from
investment grade to high yield and
distressed debt. He held a number
of positions at CSFB, including
establishing CSFB’s high yield debt
distribution business in Europe, fixed
income credit product coordinator
for European offices and head of UK
Credit and Rates Sales. Since 2005
he has been acting in a non-executive
directorship capacity for a number
of Hedge Funds, Private Equity &
Infrastructure Funds, for both listed
and unlisted vehicles. He is former
President of the Guernsey Chamber
of Commerce and is a member of
the Institute of Directors. Rupert has
extensive experience as both Director
and Chairman of exchange listed
and unlisted funds. He has served on
boards with 18 different managers,
including Apollo, Aviva, Cinven, CQS,
M&G and Partners Group.

Directorships in other public
listed companies:

NB Global Monthly Income Fund
Limited (London Stock Exchange).

THIRD POINT INVESTORS LIMITEDVivien Gould

Joshua L. Targoff

Claire Whittet

Vivien Gould is a UK resident and
the Senior Independent Director
at The Lindsell Train Investment
Trust PLC and a non-executive
director of Barings Emerging EMEA
Opportunities PLC, Schroder
AsiaPacific Fund plc and National
Philanthropic Trust UK. She has
worked in the financial services
sector since 1981. She was a founder
director of River & Mercantile
Investment Management Limited
(1985) and served as a senior
executive and Deputy Managing
Director with the Group until 1994.
She then worked as an independent
consultant and served on the
boards of a number of investment
management companies, listed
investment trusts, other financial
companies and charitable trusts.

Directorships in other public
listed companies:

The Lindsell Train Investment Trust
PLC, Barings Emerging EMEA
Opportunities PLC, Schroder
AsiaPacific Fund plc, (all London
Stock Exchange).

Joshua L. Targoff is a US resident and
has been the Chief Operating Officer
of the Investment Manager since May
2009. He joined as General Counsel
in May 2008. Previously, Joshua was
the General Counsel of the Investment
Banking Division of Jefferies & Co.
Joshua spent seven years doing M &
A transactional work at Debevoise &
Plimpton LLP. Joshua graduated with
a J.D. from Yale Law School, and holds
a B.A. from Brown University. In 2012,
Joshua was made a Partner of the
Investment Manager.

Claire is a Guernsey resident with
over 40 years’ experience in banking
and finance. Following a degree in
Geography from Edinburgh University,
she started her career with Bank of
Scotland in lending and corporate
finance and on moving to Guernsey
joined Bank of Bermuda becoming
Global Head of Private Client Credit.
In 2003, she joined Rothschild and
Company Bank International as
Director of Lending and was latterly
Managing Director and Co-Head
before becoming a Non-Executive
Director in 2016, a role from which she
retired in 2023. Over the last 10 years,
she has held a variety of non-executive
directorships and is an experienced
non-executive Director of both listed
and PE funds.

Directorships in other public
listed companies:

Riverstone Energy Limited (London
Stock Exchange), Eurocastle
Investment Limited (Euronext).

A number of the directors are also Non-Executive Directors of other listed funds. The Board notes that none of these
funds are trading companies and confirms that all Non-Executive Directors of the Company have sufficient time and
commitment, as evidenced by their attendance and participation at meetings, to devote to this Company.

Annual Report and Audited Financial Statements 31 December 2023Strategic Report

The Directors submit their Annual Report, together with the Statement of Assets and
Liabilities, Statement of Operations, Statement of Changes in Net Assets, Statement of
Cash Flows and the related notes of Third Point Investors Limited (the “Company”) for
the year ended 31 December 2023 (“Annual Report and Audited Financial Statements”).

The Annual Report and Audited Financial Statements
have been properly prepared, in accordance with
applicable Guernsey law and accounting principles
generally accepted in the United States of America, and
are in agreement with the accounting records.

The Company

The Company was incorporated in Guernsey on 19 June
2007 as an authorised closed-ended investment scheme
and was admitted to a secondary listing (Chapter 14) on
the Official List of the London Stock Exchange (“LSE”)
on 23 July 2007. The proceeds from the initial issue of
Ordinary Shares on listing amounted to approximately
US$523 million. The Company was admitted to the
Premium Official List Segment (“Premium Listing”) of the
LSE on 10 September 2018.

The Ordinary Shares of the Company are quoted on the
LSE in two currencies, US Dollars and Pounds Sterling.

The Company is a member of the Association of
Investment Companies (“AIC”).

Third Point Offshore Independent Voting
Company Limited

At the time of its listing, the Company adopted a share
structure which was common at that time, to mitigate the
risk of the Company losing its status as a “foreign private
issuer” under US securities laws.

The Company has two classes of shares in issue: (i)
Ordinary Shares which have economic and voting rights
and (ii) Class B Shares which have only voting rights.
The Company’s articles of incorporation provide that the
number of Class B Shares in issue shall be equal to 40
per cent. of the aggregate number of Ordinary Shares and
Class B Shares in issue. Consequently, holders of Ordinary
Shares can exercise 60 per cent., and holders of Class B
Shares can exercise 40 per cent., of the voting power at
general meetings of the Company.

The Class B Shares are held by Third Point Offshore
Independent Voting Company Limited (“VoteCo”).
VoteCo has its own Board of Directors and is completely
independent of the Company and Third Point. The Board
of VoteCo is governed by VoteCo’s Memorandum and
Articles of Incorporation which provide that the votes
attaching to the Class B Shares shall be exercised
after taking into consideration the best interests of the
Company’s shareholders as a whole.

VoteCo is specifically excluded from voting from any of
the twelve Listing Rules Specified Matters, being those
matters in relation to which the Listing Rules require a
resolution to be passed only by holders of listed shares,
the most notable of which are:

any proposal to make a material change to the

investment policy

any proposal to approve the entry into a related

party transaction

the annual re-election of any non-independent director

At the time of the Company’s listing, it entered into a
Support and Custody Agreement with VoteCo under
which VoteCo agreed to hold the Class B Shares as
custodian for the Ordinary Shareholders and the Company
agreed to reimburse VoteCo for its running expenses.

Investment Objective and Policy

The Company’s investment objective is to provide
its Shareholders with consistent long-term capital
appreciation utilising the investment skills of Third Point
LLC (the “Investment Manager”, “Manager”, or “Firm”).
All of the Company’s capital (net of short term working
capital requirements) is invested in shares of Third Point
Offshore Fund, Ltd (the “Master Fund”), an exempted
company formed under the laws of the Cayman Islands on
21 October 1996.

The Master Fund is a limited partner of Third Point
Offshore Master Fund L.P. (the “Master Partnership”),
an exempted limited partnership under the laws of the
Cayman Islands, of which Third Point Advisors II L.L.C.,
an affiliate of the Investment Manager, is the general

THIRD POINT INVESTORS LIMITEDpartner. Third Point LLC is the Investment Manager to the
Company, the Master Fund and the Master Partnership.
The Master Fund and the Master Partnership have the
same investment objectives, investment strategies and
investment restrictions.

The Master Fund and Master Partnership’s investment
objective is to seek to generate consistent long-term
capital appreciation, by investing capital in securities
and other instruments in select asset classes, sectors,
and geographies, by taking long and short positions. The
Investment Manager’s implementation of the Master
Fund and Master Partnership’s investment policies is the
main driver of the Company’s performance. The Audited
Financial Statements of the Master Fund and the Audited
Financial Statements of the Master Partnership, should
be read alongside the Company’s Audited Financial
Statements, but do not form part of them.

The Investment Manager identifies opportunities by
combining a fundamental approach to single security
analysis with a reasoned view on global, political and
economic events that shapes portfolio construction and
drives risk management.

The Investment Manager seeks to take advantage of
market and economic dislocations and supplements
its analysis with considerations of managing overall
exposures across specific asset classes, sectors, and
geographies by evaluating sizing, concentration, risk,
and beta, among other factors. The resulting portfolio
expresses the Investment Manager’s best ideas
for generating alpha and its tolerance for risk given
global market conditions. The Investment Manager is
opportunistic and often seeks a catalyst that will unlock
value or alter the lens through which the broad market
values a particular investment. The Investment Manager
applies aspects of this framework to its decision-making
process, and this approach informs the timing of each
investment and its associated risk.

The Company has substantially all of its holding in the
Master Fund share class YSP, for which the Company
has paid a management fee of 1.25% per annum. This
share class is subject to a 25% quarterly investor level
redemption gate.

Results and Share Buybacks

The results for the year are set out in the Statement
of Operations.

In September 2019, the Board announced the
implementation of a share buyback programme worth
$200 million, with share purchases being made through
the market at prices below the prevailing NAV per share.
The scale of the buyback was designed to reduce the
discount to net asset value, contain discount volatility
and provide liquidity to the market. Meanwhile, the
Company’s returns are bolstered by the accretion to NAV
from buybacks. The buyback programme was extended
in September 2022 with the order of a further $50 million
allocated to buybacks in the subsequent 12 months
and the Board authorised up to a further $25 million for
buybacks over the period to April 2024.

The Company will not repurchase any of its Shares for the
duration of the Redemption Offer. Once the results of the
Redemption Offer have been announced, the Company
may repurchase up to US$20m of Shares over the balance
of 2024 if, in the Board’s view, it is in the best interests of
the Company and Shareholders to do so.

In the year from 1 January 2023 to 31 December 2023, the
total number of shares which were bought back was 2.6
million, with an approximate value of $51.2 million. The
average discount at which purchases were made was
18.2%. The buybacks effected during the year led to an
accretion to NAV per share of $0.44 cents.

Key performance indicators (“KPIs”)

At each Board meeting, the Board considers a number of
performance measures to assess the Company’s success
in achieving its objectives. The KPIs which have been
identified by the Board for determining the progress of the
Company are:

Net Asset Value (NAV);
Discount to the NAV;
Share price; and
Ongoing charges.

Viability Statement

Any Ordinary Shares bought for the Company’s account
(e.g. as part of the buyback programme) traded mid-month
will be purchased and held by the Master Partnership
until the Company is able to cancel the shares following
each month-end. Shares cannot be cancelled intra-month
because of legal and logistical factors. The Company and
the Master Partnership do not intend to hold any shares
longer than the minimum required to comply with these
factors, expected to be no more than one month.

In accordance with principle 31 of the UK Corporate
Governance Code, published by the Financial Reporting
Council in July 2018 (“The Code”), the Directors have
assessed the prospects of the Company over the three
year period to 31 December 2026. The Directors consider
that three years is an appropriate period based on a
review of the Company’s investment horizon, anticipated
cash flows, management arrangements as well as the
liquidity of the Company’s investment in the Master Fund.

Annual Report and Audited Financial Statements 31 December 2023The Company’s performance and operations depend
upon the performance of the Master Fund and the
Directors, in assessing the viability of the Company, pay
particular attention to the risks facing the Master Fund.

The Directors acknowledge the two year notice period
to the Investment Manager serving notice under the
Management Agreement. To mitigate against this risk, the
Directors meet regularly with the Investment Manager to
review the Company’s performance, and closely monitor
the relationship with the Investment Manager.

In its assessment of the viability of the Company, the
Directors have carried out a robust assessment of the
principal risks facing the Company as set out in the
Directors’ Report.

The Board has announced that it will carry out a Strategy
Review over the next six months. At the conclusion
of the Strategy Review, the Strategy Committee will
present its findings to the Board. If approved by the
Board, the outcome will then be reported by the Board
to Shareholders, and any recommended new proposals
will be put to Shareholders, and voted on by them as
appropriate. On the assumption that the Committee is
able to identify a positive direction for the Company, which
is approved by Shareholders, the Company will continue
into the future.

On that basis, the Board has a reasonable expectation
that the Company will be able to continue in operation and
meet its liabilities as they fall due over the period to 31
December 2026.

Going Concern

The Master Fund Shares can be converted to cash to
meet liabilities in respect of, for example, Company
expenses and the buyback programme, as they fall due.

In addition, the Redemption Offer for 25% of NAV, at
a discount of 2% to NAV, will also be funded through
redemption of shares in the Master Fund. The
Redemption Offer is expected to be completed in June
2024 and, on the assumption that the Redemption Offer
is fully subscribed, this would imply further redemptions
from the Master Fund of approximately $156 million. The
Company has begun the process of redeeming shares
in the Master Fund to satisfy the cash requirement of the
Redemption Offer in order to stay within the investor level
redemption limit of 25% each quarter.

On that basis, after due consideration, and having made
due enquiry of Third Point, the Directors are satisfied
that it is appropriate to continue to adopt the going
concern basis in preparing these Audited Financial
Statements for the period through 30 June 2025 which
is at least 12 months from the date of approval of the
financial statements.

There were no other events during the financial year
outside the ordinary course of business which, in the
opinion of the Directors, may have had an impact on
the Annual Financial Statements for the year ended 31
December 2023.

THIRD POINT INVESTORS LIMITEDSection 172 Report

Section 172 of the Companies Act 2006 (“UK Companies Act”) applies directly to UK
domiciled companies. Nonetheless, the intention of the AIC Code is that the matters
set out in Section 172 are reported on by all London listed investment companies,
irrespective of domicile, provided that this does not conflict with local company law.

Section 172 states that: A director of a company must act in the way he or she considers, in good faith, would be most
likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard
(amongst other matters) to the following:

The likely consequences of any
decision in the long term.

In managing the Company, the aim of the Board and the Investment
Manager is always to ensure the long-term sustainable success of the
Company and, therefore, the likely long-term consequences of any
decision are a key consideration. In managing the Company during
the year under review, the Board acted in the way which it considered,
in good faith, would be most likely to promote the Company’s long-
term sustainable success and to achieve its wider objectives for
the benefit of Shareholders as a whole, having had regard to the
Company’s wider stakeholders and the other matters set out in
section 172 of the UK Companies Act.

The interests of the
Company’s employees.

The Company does not have any employees.

The need to foster the Company’s
business relationships with suppliers,
customers and others.

The Board’s approach is described under “Stakeholders” on the
following pages.

The impact of the Company’s
operations on the community and
the environment.

The desirability of the Company
maintaining a reputation for high
standards of business conduct.

The Board’s approach is described under Environmental, Social and
Governance (ESG) Policies on the following pages.

The Board’s approach is described under “Culture and Values” on the
following pages.

The need to act fairly as between
members of the Company.

The Board’s approach is described under “Stakeholders” on the
following pages.

Annual Report and Audited Financial Statements 31 December 2023Culture and Values

The Directors’ overarching duty is to promote the success of the Company for the benefit of investors, with due
consideration of other stakeholders’ interests. The Company’s approach to investment is explained in the Investment
Manager’s Report. The Board applies various policies and practices to ensure that the Board’s culture is in line with
the Company’s purpose and strategy. The Directors aim to achieve a supportive business culture combined with
constructive challenge.

The Company has a number of policies and procedures in place to assist with maintaining a culture of good
governance including those relating to diversity, anti-bribery (including the acceptance of gifts and hospitality), tax
evasion, conflicts of interest, and dealings in the Company’s shares. The Board assesses and monitors compliance
with these policies regularly through Board meetings and the annual evaluation process. The Board seeks to appoint
the most appropriate service providers for the Company’s needs and evaluates the services on a regular basis. The
Board considers the culture of the Investment Manager and other service providers through regular reporting and by
receiving regular presentations as well as through ad hoc interaction.

The Board also seeks to control the Company’s costs, thereby enhancing performance and returns for the Company’s
Shareholders. The Directors consider the impact on the community and environment. The Board and Investment
Manager work closely together in developing and monitoring the Company’s approach to Environmental, Social and
Governance matters.

Stakeholders

The Company is an externally managed investment company whose activities are all outsourced. It does not have any
employees. The Board has identified its key stakeholders, and how the Company engages with them, in the table below:

Stakeholder

Key Considerations

Engagement

Shareholders

As an investment company,
Third Point Investors
Limited’s Shareholders are,
in effect, both its owners
and its customers, seeking
investment returns from the
Company. A well-informed
and supportive Shareholder
base is crucial to the long-
term sustainability of the
Company. Understanding
the views and priorities of
Shareholders is, therefore,
fundamental to retaining
their continued support.

In considering
Shareholders, the Board’s
key considerations are:

Overall

investment returns;

Controlling the discount
at which shares trade to
net asset value; and

Control of costs.

A detailed explanation of the Company’s approach
is set out in the Director’s Report under Relations
with Shareholders.

The Board receives regular reports from the Investment
Manager and also independent reports from Numis
Securities Limited (the “Corporate Broker”) on relations
with, and any views expressed by, Shareholders.

At the AGM in June 2023, a significant minority of
shareholders voted against the reappointment of Josh
Targoff to the Board. The Chairman engaged with
shareholders and, following these discussions, it has
been agreed that Mr. Targoff will not stand for re-election
to the Board at the AGM in May 2024.

The Board has been under pressure for some time from
a minority group of the Company’s shareholders to take
action to reduce the discount at which the Company’s
shares are trading and, more recently, to return capital
at or close to NAV. This has culminated in the holding of
a Redemption Offer for up to 25% of the issued shares
at a discount of 2% of NAV expected to be completed in
June 2024.

THIRD POINT INVESTORS LIMITEDStakeholder

Key Considerations

Engagement

Investment
Manager

Management of the
Company’s investment is
delegated to the Investment
Manager. Investment
performance is crucial to
the long-term success of
the Company.

The Board engages in regular, open and close
communication with the Investment Manager. It reviews
in detail the overall performance of the Company
and its underlying investment. The relationship
with and performance of the Investment Manager
is monitored and reviewed by the Management
Engagement Committee.

In agreeing the Redemption Offer arrangements – both
the Redemption Offer expected to be completed in
June 2024 and any future Redemption Offer – the Board
engage with the Investment Manager in order to ensure
a fair balance between the interests of shareholders and
those of the Investment Manager.

In setting investment management fees, the Board seeks
to achieve an appropriate balance between value for
money and an incentive to retain a strong and capable
portfolio management team along with supporting staff
and infrastructure.

The Administrator and Corporate Secretary attend all
Board meetings.

The Management Engagement Committee undertakes
an annual review of the key service providers,
encompassing performance, level of service and cost.
Each provider is an established business and each is
required to have in place suitable policies to ensure
they maintain high standards of business conduct, treat
customers fairly, and employ corporate governance
best practices.

All bills and expense claims from suppliers are
paid in full, on time and in compliance with the
relevant contracts.

Administrator
and Corporate
Secretary and
other key service
providers

The Administrator and
Corporate Secretary are key
to the effective running of
the Company.

The Company has a
number of other key
service providers, each
of which provides an
important service to the
Company and ultimately to
its Shareholders.

Environmental, Social and Governance (“ESG”) Policies

The Board regards proper and effective governance a high priority for the Company.

As an investment company, the Company has a limited direct impact on the environment or on society. The Board has
concluded specifically that climate change, including physical and transition risks, does not have a material impact on
the recognition and separate measurement considerations of the assets and liabilities of the Company in the financial
statements as at 31 December 2023, but recognises that climate change may have an effect on the investments held in
the Master Fund. The Board requires the Company’s service providers to have adopted and to follow appropriate ESG
policies and the Investment Manager assesses and monitors any climate change risk on the investments held in the
Master Fund.

The ESG policies of the Investment Manager are made up of the environmental, social, and governance factors
considered in the investment process and the ESG initiatives undertaken within the business itself.

The Investment Manager is a signatory to the United Nations Principles for Responsible Investment.

Investment Process

In 2020, Third Point started to incorporate ESG evaluation into certain of its investment strategies. The Investment
Manager’s process is designed to broadly identify ESG issues – both those that may create value and those likely to

Annual Report and Audited Financial Statements 31 December 2023destroy it – and, when appropriate, to consider whether
to engage company management in discussion about
these topics. These standards are maintained through
a four-step process – from pre-investment checklist to
post-investment tracking – overseen by the Head of ESG
Engagement, who stays abreast of developments in the
portfolio and in the ESG community and engages with the
investment team on ESG issues.

Governance risks are associated with the quality,
effectiveness and process for the oversight of day-to-day
management of companies in which the Master Fund
may invest or otherwise have exposure to. Such risks
may arise in respect of the company itself, its affiliates or
in its supply chain. While not exhaustive, the below are
examples of the risks that the Investment Manager seeks
to assess:

Assessing Sustainability Risks
Sustainability risk refers to an environmental, social or
governance event or condition that, if it occurs, could
cause an actual or a potential material negative impact
on the value of an investment. The Investment Manager
therefore approaches sustainability risk analysis as
a process of identifying potential events that could
cause a material negative impact on the value of its
clients’ investments.

The Investment Manager considers environmental,
social, and governance events or conditions as part of the
investment process in areas where data availability allows
for analysis, with a focus on risks relating to governance
events or conditions. These are most relevant to the
Master Fund, given the Investment Manager’s history
of shareholder engagement. The Investment Manager
has implemented procedures to identify, manage and
monitor certain sustainability risks relating to governance
events including:

Identification: The Investment Manager has reviewed
the sustainability risks relating to governance events or
conditions which may cause a material negative impact
on the value of its clients’ investments, should those
risks occur.

Management: While the Investment Manager’s portfolio
managers and analysts are provided with information
on certain sustainability risks relating to governance
events or conditions, and are encouraged to take
such sustainability risks into account when making an
investment decision, sustainability risk would not by
itself prevent the Investment Manager from making
any investment. Instead, sustainability risk relating to
governance events or conditions forms part of the overall
risk management process, and is one of many risks which
may, depending on the specific investment opportunity,
be relevant to a determination of risk. However, the
Investment Manager does not apply any absolute risk
limits or risk appetite thresholds which relate exclusively
to sustainability risk relating to governance events or
conditions as a separate category of risk.

Monitoring: As part of ongoing monitoring, the
Investment Manager’s portfolio managers may at times
engage in Active Ownership. Active Ownership is the
process of communicating with issuers on governance
issues, with a view to monitor or influence governance
outcomes within the issuer.

Lack of diversity at board or governing body level:

the absence of a diverse and relevant skillset within
a board or governing body may result in less well-
informed decisions being made. The absence of an
independent chairperson of the board, particularly
where such role is combined with the role of chief
executive officer, may hamper the board’s ability to
exercise its oversight responsibilities, challenge and
discuss strategic planning and performance, input on
issues such as succession planning and executive
remuneration and otherwise set the board’s agenda.

Inadequate external or internal audit: ineffective or
otherwise inadequate internal and external audit
functions may increase the likelihood that fraud and
other issues within a company are not detected and/or
that material information used as part of a company’s
valuation and/or the Investment Manager’s investment
decision making is inaccurate.

Bribery and corruption: the effectiveness of a

company’s controls to detect and prevent bribery
and corruption both within the company and its
governing body and also its suppliers, contractors and
sub-contractors may have an impact on the extent
to which a company is operated in furtherance of its
business objectives.

Lack of scrutiny of executive pay: failure to align levels
of executive pay with performance and long-term
corporate strategy in order to protect and create value
may result in executives failing to act in the long-term
interest of the company.

Poor safeguards on personal data/IT security (of
employees and/or customers): the effectiveness
of measures taken to protect personal data of
employees and customers, and, more broadly, IT and
cybersecurity, will affect a company’s susceptibility
to inadvertent data breaches and its resilience
to “hacking.”

ESG within Third Point

The Investment Manager also endeavours to continuously
improve and expand upon its commitment to be a
responsible, sustainable, and healthy workplace. Since
its founding in 1995, it has promoted employee wellness,
training, and environmental sustainability, and in 2019
codified these values into its formal ESG policies.
These policies encompass an ongoing commitment to
developing best-in-class standards for environmental,
social, and governance practices. Below are some of the

THIRD POINT INVESTORS LIMITEDhighlights of the internal ESG activities and initiatives that
have been undertaken by the Investment Manager.

matching eligible contributions up to $15,000 per
employee per calendar year.

Environmental initiatives
Third Point’s reuse and recycling practices focus on
recycling plastics and paper; reducing container waste;
and promoting food sustainability.

Third Point’s offices are located at 55 Hudson Yards,
which is part of the first neighbourhood in Manhattan
to receive the LEED-Gold certification, awarded
by the United States Green Building Council for its
green infrastructure, public transportation linkages,
and pedestrian-friendly community design. The
neighbourhood operates on a first-of-its-kind microgrid
with two cogeneration plants that saves 25,000 MT of
CO2 greenhouse gases (equal to the annual emissions of
5,100 cars) from being emitted annually.

Hudson Yards is a model for stormwater reuse with
rainfall collected from rooftops and public spaces and
stored in a 60,000-gallon tank in the platform that forms
the base of the neighbourhood. Stormwater is used to
irrigate the more than 200 mature trees and 28,000 plants
in the public park as well as in mechanical systems to
conserve drinking water, reducing stress on New York’s
sewer system.

Social Initiatives
The Investment Manager believes engaged human
capital management is essential for an asset manager, as
trained employees increasingly drive value in the data-
driven economy. The Investment Manager takes a long-
term view of employee evolution and invests in its people.
It is also committed to innovating and evolving to meet
future employee needs, particularly in areas where talent
is scarce, such as in data science and AI. Third Point is an
Equal Opportunity Employer and has adopted fair chance
hiring practices. The Investment Manager is committed
to the benefits of a diverse workforce in perspective and
background. Third Point offers internships to candidates
through SEO, an organisation that introduces historically
underrepresented students to financial services. It also
participates in industry initiatives to bring more women
into asset management via involvement with Girls Who
Invest. The organisation’s goal is to have 30% of the
world’s investable capital managed by women by 2030.

Philanthropy
Through the “Third Point Gives” programme, the
Investment Manager offers its employees multiple
opportunities to come together for service learning and
contribute financially to the community. Consistent with
Third Point values, Third Point Gives comprises three
core elements:

The Matching Gifts Programme seeks to encourage
charitable giving by Third Point employees with

The Individual Philanthropy Programme seeks to

empower Third Point employees to maximise their
impact on the issues they care about most by providing
opportunities to learn valuable techniques, strategies
and approaches to effective philanthropy.
The Team Philanthropy Programme seeks to

unlock the power of teamwork and collaboration
among Third Point employees to improve the
world around them through joint effort on a shared
philanthropic endeavour.

In 2020, Third Point launched an innovative Team
Philanthropy project in partnership with a non-profit
organisation, the Ladies of Hope Ministries (“LOHM”), an
organisation dedicated to helping previously incarcerated
women and their families re-integrate into society.
Third Point is not only donating personal philanthropic
capital from the CEO and many employees, but is also
offering intellectual expertise in areas such as marketing,
accounting, investing and legal services to help the
organisation scale more effectively.

Donor Advised Funds
In 2017, Third Point began to offer its employees a
Donor Advised Fund (“DAF”) structure. A DAF allows an
employee to set aside philanthropic capital in a structure
that invests the charitable funds in Third Point’s hedge
funds until the employee is prepared to allocate them
to a non-profit. This allows employees to make annual
contributions to a charitable foundation of their own,
to have those funds grow over time, and to develop a
philosophy around giving back.

Governance Initiatives
The Investment Manager strongly encourages good
governance practice at all its investee businesses through
formal and informal engagement. Each of Third Point’s
fund structures has an independent Board or Unaffiliated
Consultation Committee. Five of the six members of
the Board of the Company are independent of the
Investment Manager.

Signed on behalf of the Board by:

Rupert Dorey
Chairman

Huw Evans
Director

19 April 2024

Annual Report and Audited Financial Statements 31 December 2023Directors’ Report

Directors

The Directors of the Company during the year and to the
date of this Report are as listed on pages 22 and 23
of this Annual Report.

Directors’ Interests

Pursuant to an instrument of indemnity entered into
between the Company and each Director, the Company
has undertaken, subject to certain limitations, to
indemnify each Director out of the assets and profits of
the Company against all costs, charges, losses, damages,
expenses and liabilities arising out of any claims made
against them in connection with the performance of their
duties as a Director of the Company.

Rupert Dorey and his wife Rosemary Dorey held 25,000
shares between them as at 31 December 2023.

Huw Evans held 5,000 shares as at 31 December 2023.

Mr. Targoff holds the position of Chief Operating Officer,
Chief Legal Officer and Partner of Third Point LLC.

Claire Whittet and her husband Martin Whittet held
2,500 shares as at 31 December 2023 through their joint
Retirement Annuity Trust Scheme (RATS).

Corporate Governance

The Board is guided by the principles and
recommendations of the Association of Investment
Companies Code of Corporate Governance (“AIC Code”).
The AIC Code addresses all the principles set out in the
UK Corporate Governance Code (the “UK Code”), as well
as setting out additional principles and recommendations
on issues that are of specific relevance to investment
companies. The UK Financial Reporting Council (“FRC”)
has confirmed that investment companies which comply
with the AIC Code will be treated as meeting their
obligations under the UK Code and Section 9.8.10R(2) of
the Listing Rules.

The Board has determined that reporting against the
principles and recommendations of the AIC Code will
provide appropriate information to Shareholders. The
Company has complied with all the recommendations of
the AIC Code and the relevant provisions of the UK Code,
except as set out below.

The UK Code includes provisions relating to:

the role of the chief executive;
executive Directors’ remuneration; and
the need for an internal audit function.

The Board considers these provisions are not relevant
to the position of the Company, being an externally
advised investment company with no executive directors
or employees. The Company has therefore not reported
further in respect of these provisions.

The Company does not have employees, hence no
whistle-blowing policy is necessary. However, the Board,
through the Management Engagement Committee
(“MEC”), has satisfied itself that the Company’s service
providers have appropriate whistleblowing policies and
procedures and confirmation has been sought from the
service providers that nothing has arisen under those
policies and procedures which should be brought to
the attention of the Board. Furthermore, the MEC, on
an annual basis, ensures that service providers have
appropriate anti money laundering, disaster recovery and
risk monitoring policies in place.

The Code of Corporate Governance (the “Guernsey
Code”) provides a framework that applies to all entities
licensed by the Guernsey Financial Services Commission
(“GFSC”) or which are registered or authorised as a
collective investment scheme. Companies reporting
against the UK Code or the AIC Code are deemed to
comply with the Guernsey Code.

The Board confirms that, throughout the year covered in
the Audited Financial Statements, the Company complied
with the Guernsey Code, to the extent it was applicable
based upon its legal and operating structure and its
nature, scale and complexity.

The UK code is available on the FRC website www.frc.org.
uk and the AIC code on the AIC website www.theaic.co.uk.

THIRD POINT INVESTORS LIMITEDBoard Structure

The Directors who served during the year are listed below. Ms. Whittet is the senior independent Director.

Name

Position

Independent

Date Appointed

Richard Boléat

Non-Executive Director

Rupert Dorey

Huw Evans

Vivien Gould

Non-Executive Chairman

Non-Executive Director

Joshua L Targoff

Non-Executive Director

Claire Whittet

Non-Executive Director

Yes

1 March 2022

5 February 2019

21 August 2019

1 March 2022

29 May 2009

27 April 2017

Mr. Targoff, the Chief Operating Officer, Chief Legal Officer and Partner of the Investment Manager, is not considered
independent of the Company’s Investment Manager. All other Directors are considered by the Board to be independent.
Following discussions with shareholders following the AGM in June 2023, it has been agreed that Mr. Targoff will not
stand for re-election to the Board at the AGM in May 2024, but he will continue to attend Board and relevant Committee
meetings as an observer.

Since the year end, the Board has announced the appointment of Dimitri Goulandris and Liad Meidar as directors to
take place as soon as practicable. Their CVs are set out below. Mr. Goulandris and Mr. Meidar have been introduced
by Third Point, but the Board has satisfied itself after due enquiries, including taking references using Cornforth
Consulting, that they are independent of the Investment Manager and they have each confirmed to the Board that they
understand the responsibilities of directors to act solely in the interest of the Company and thus of all Shareholders.
They, together with Richard Boléat, will be the members of the Strategy Committee to be formed by the Board.

Dimitri Goulandris
Dimitri Goulandris set up and runs The Cycladic Group, an investor in, and creator of businesses. Founded in 2002
to invest capital on behalf of his family and other investors, Cycladic has invested in over 60 businesses across the
world, and founded eight in Europe, the US, India, Africa and Latin America. Cycladic works closely with its investee
partners to help them develop and then achieve ambitious goals. Companies controlled by Cycladic have revenues
of over $100 million and are growing rapidly. Mr. Goulandris counts Premier Logistics (India), Gemini Equipment
& Rentals (India), Knightsbridge School, London and Knightsbridge Schools International (Malta) among the
companies that he has founded.

In addition to founding businesses, Mr. Goulandris is also an active board member and investor in a number of
businesses. In this capacity, he chairs several exciting emerging companies, including Plain English Finance
Limited, Anemoi Marine Technologies and Talk Education, where Cycladic is typically the largest and most-active
non-founder investor. He also holds significant stakes in a number of small public companies where he can be an
influential and active shareholder.

Mr. Goulandris previously set up and managed The Cycladic Catalyst Fund, an investment fund focused on taking
significant active positions in publicly quoted small cap companies and driving strategic change to create value for
shareholders. He previously set up and ran the European operations of the private equity firm, Whitney & Company,
and spent eight years at Morgan Stanley in its private equity group, structuring derivative products and executing
mergers and acquisitions both in New York and in London.

Mr. Goulandris received a Master’s degree in Electrical and Electronics Engineering from Cambridge University
and an MBA from Harvard Business School.

Liad Meidar
Liad Meidar is Founder and Managing Partner of Gatemore Capital Management, where he serves as portfolio
manager of the turnaround and activist strategy. Mr. Meidar is also co-founder of GVP Climate, a subsidiary of
Gatemore focused on early-stage clean technology investing.

In 2005, Mr. Meidar founded Gatemore as an investment advisor serving high net worth families and corporate
defined benefit pension funds. As part of that, he served as chief investment officer of the Gatemore Multi-Asset
Fund (GMAF), an open-ended, highly diversified fund which aimed to provide institutional investors access to high

Annual Report and Audited Financial Statements 31 December 2023Sharpe ratio returns though a single vehicle. Under his watch, the GMAF won numerous industry awards, including
UK Pensions DB Multi-Asset Manager of the Year, the FT Pension and Investment Provider Multi-Asset Fund
Manager of the Year, and Pensions Age Multi-Asset Manager of the Year. In 2020, Gatemore sold its investment
advisory business along with its management of the multi-asset fund.

In 2015, Mr. Meidar started Gatemore’s turnaround and activist strategy, taking highly concentrated positions in
listed small- and mid-caps across the consumer, industrial, media, and technology sectors, and engaging with
management, boards of directors, and fellow shareholders to achieve significant recoveries in shareholder value. In
2018, Gatemore launched a co-mingled fund to house the strategy, the Gatemore Special Opportunities Fund, for
which Mr. Meidar serves as the portfolio manager.

In 2021, Mr. Meidar formed GVP Climate as a subsidiary in partnership with its Chairman and CIO, Brett Olsher,
to invest in early-stage clean technology companies. Mr. Meidar is currently a board member of three Gatemore
portfolio companies: GSE Worldwide, Inc., a fully integrated talent management and sports agency where he is
Chairman; Factorial, Inc., developer of a breakthrough solid-state battery technology; and SurvivorNet, Inc., an
oncology-focused digital media and pharma services company.

Mr. Meidar serves on the Dean’s Advisory Council at Princeton University and on the Board of Trustees of the
American School in London. He received an AB in economics from Princeton University.

The Board meets at least four times a year and in addition there is regular contact between the Board, the Investment
Manager and Northern Trust International Fund Administration Services (Guernsey) Limited (the “Administrator” and
“Corporate Secretary”). The Board requires to be supplied in a timely manner with information by the Investment Manager,
the Administrator, and the Corporate Secretary and other advisors in a form and of a quality appropriate to enable it to
discharge its duties. The Board, excluding Mr. Targoff, regularly reviews the performance of the Investment Manager
and the Master Fund to ensure that performance is satisfactory and in accordance with the terms and conditions of
the relative appointments and Prospectus. It carries out this review through consideration of a number of objective
and subjective criteria and through a review of the terms and conditions of the advisors’ appointment with the aim of
evaluating performance, identifying any weaknesses and ensuring value for money for the Company’s Shareholders.

The Company has no executive Directors or employees. All matters, including strategy, investment and dividend
policies, gearing and corporate governance procedures are reserved for approval by the Board of Directors. The Board
receives full information on the Company’s investment performance, assets, liabilities and other relevant information in
advance of Board meetings.

Board Tenure and Succession Planning

As required by the AIC Code, every Director is subject to annual re-election by the Shareholders. Any directors
appointed to the Board since the previous AGM also retire and stand for election. The Independent Directors take the
lead in any discussions relating to the appointment or re-appointment of directors, initially through the Nomination and
Remuneration Committee and, when recruiting new directors, may use an independent recruitment firm.

Meeting Attendance Records

The table below lists Directors’ attendance at meetings during the year.

Name

Richard Boléat

Rupert Dorey1

Huw Evans

Vivien Gould

Joshua L Targoff1

Claire Whittet

Scheduled Board
Meetings Attended

Audit Committee
Meetings Attended

4 of 4

n/a

4 of 4

n/a

4 of 4

1 Mr. Dorey and Mr. Targoff are not members of the Audit Committee.

A number of other ad hoc meetings of the Board were held during the year which were attended by those Directors
who were available at the time.

THIRD POINT INVESTORS LIMITEDCommittees of the Board

The AIC Code requires the Company to appoint Nomination, Remuneration and Management Engagement
Committees and the independent directors of the Board act as these committees. The Nomination and Remuneration
Committee considers the composition of, and recruitment to, the Board. When determining remuneration levels of the
Directors, the Committee takes into account market practice, peer group statistics and the requirements of the role.
Vivien Gould is Chairman of the Nomination and Remuneration Committee.

Before the commencement of any recruitment process, the Nomination and Remuneration Committee evaluate
the balance of skills, knowledge, experience and diversity on the Board and, in the light of this evaluation, prepare a
description of the role and capabilities required for a particular appointment. Appointments to the Board will continue
to be based on the individual’s skills, experience and character, and will always be based on merit. New Directors
receive an induction from the Investment Manager on joining the Board, and all Directors undertake relevant training
as necessary.

The Company annually reviews its policy on the structure, size and composition of the Board. The Board is cognisant of
the recommendations of the Parker Review in relation to targets for ethnic diversity, the FTSE Women Leaders Review
in relation to targets for women on boards and the new FCA Listing Rules requirements on board diversity targets,
which require companies to report against the following:

At least 40% of individuals on the Board are women;
At least one senior Board position is held by a woman; and
At least one individual on the Board is from a minority ethnic background

As an externally managed investment trust, with no Chief Executive Officer or Chief Financial Officer, the Board
considers that the Chair of the Company, the Senior Independent Director and the Chair of the Audit Committee to be
senior positions. The role of Senior Independent Director is held by a woman, Claire Whittet.

As at 31 December 2023, the Company did not meet the target of at least 40% of the individuals on its board of
directors being women, nor at least one individual on its board of directors being from a minority ethnic background.
Since the financial year end, the Company has announced the appointment of Mr. Goulandris and Mr. Meidar as
directors of the Company as soon as practicable. As set out in the Chairman’s Statement, these new directors will
be members of the Strategy Committee alongside Mr. Boléat. The Strategy Review requires a very particular skill
set, including experience in markets, mergers and acquisitions and asset management, which Mr. Goulandris and
Mr. Meidar possess. The Board envisages that, on completion of the Strategy Review and after consideration of its
recommendations and the initiation of any appropriate steps for implementation, the composition and size of the
Board would be reviewed. As succession planning of the Board progresses, the Company will seek to achieve the
requirements on board diversity targets.

Gender identity

Men

Women

Ethnic background

Number of
Board Members

Percentage of
the Board

Number of
senior positions
on the Board

66.6%

33.3%

Number of
Board Members

Percentage of
the Board

Number of
senior positions
on the Board

White British or other White (including minority-white Groups)

100%

The function of the Management Engagement Committee is to ensure that the Company’s management agreement
is competitive and reasonable for the Shareholders, along with the Company’s agreements with all other third
party service providers (other than the external auditors). The Committee also reviews annually the performance
of the Investment Manager with a view to determining whether to recommend to the Board that the Investment
Manager’s mandate be renewed, subject to the specific notice period requirement of the agreement. The other
third party service providers are also reviewed on an annual basis. Richard Boléat is Chairman of the Management
Engagement Committee.

Annual Report and Audited Financial Statements 31 December 2023Audit Committee

The Company’s Audit Committee conducts formal
meetings at least three times a year. Its functions
include monitoring the Company’s internal control and
risk management systems, oversight of the relationship
with the External Auditor, including consideration of the
appointment, independence, effectiveness of the audit,
and remuneration of the auditors, and to review and
recommend the Annual Report and audited financial
statements, and the Interim Report and unaudited
condensed interim financial statements to the Board of
Directors. Huw Evans is Chairman of the Audit Committee.

it complies with applicable rules and regulations of The
Companies (Guernsey) Law, the GFSC and the London
Stock Exchange. Individual Directors may, at the expense
of the Company, seek independent professional advice on
any matter that concerns them in the furtherance of their
duties. The Company maintains appropriate Directors’
and Officers’ liability insurance in respect of legal
action against its Directors on an ongoing basis and the
Company has maintained appropriate Directors’ Liability
Insurance cover throughout the year.

The Board is also responsible for safeguarding the assets
of the Company and for taking reasonable steps for the
prevention and detection of fraud and other irregularities.

Senior Independent Director

Claire Whittet is the Senior Independent Director.

Internal Control and Financial Reporting

Directors’ Duties and Responsibilities

The Directors have adopted a set of Reserved Powers,
which establish the key purpose of the Board and detail
its major duties. These duties cover the following areas
of responsibility:

Statutory obligations and public disclosure;
Strategic matters and financial reporting;
Board composition and accountability to Shareholders;
Risk assessment and management, including reporting,
compliance, monitoring, governance and control; and
Other matters having material effects on the Company.

These Reserved Powers of the Board allow the Directors
to discharge their fiduciary responsibilities and provide
a set of parameters for measuring and monitoring the
effectiveness of their actions.

The Directors are responsible for the overall management
and direction of the affairs of the Company. The Company
has no Executive Directors or employees. The Company
invests all of its assets in shares of the Master Fund and
Third Point LLC acts as Investment Manager to the Master
Fund and is responsible for the discretionary investment
management of the Master Fund’s investment portfolio
under the terms of the Master Fund Prospectus.

Northern Trust International Fund Administration
Services (Guernsey) Limited acts as Administrator
(the “Administrator”) and Company Secretary and
is responsible to the Board under the terms of the
Administration Agreement. The Administrator is also
responsible to the Board for ensuring compliance with
the Rules and Regulations of The Companies (Guernsey)
Law, London Stock Exchange listing requirements and
observation of the Reserved Powers of the Board and in
this respect the Board receives detailed quarterly reports.

The Directors have access to the advice and services of
the Company Secretary who is responsible to the Board
for ensuring that Board procedures are followed and that

The Directors acknowledge that they are responsible for
establishing and maintaining the Company’s system of
internal control and reviewing its effectiveness. Internal
control systems are designed to manage rather than
eliminate the failure to achieve business objectives and
can only provide reasonable but not absolute assurance
against material misstatements or loss.

The Directors review all controls including operations,
compliance and risk management. The key procedures
which have been established to provide internal control are:

Investment advisory services are provided by the
Investment Manager. The Board is responsible
for setting the overall investment policy, ensuring
compliance with the Company’s Investment Strategy
and monitoring the action of the Investment Manager
and Master Fund at regular Board meetings. The
Board has also delegated administration and company
secretarial services to Northern Trust International
Fund Administration Services (Guernsey) Limited
(“NT”); however, it retains accountability for all
functions it has delegated;

The Board considers the process for identifying,

evaluating and managing any significant risks faced
by the Company on an on-going basis. It seeks to
ensure that effective controls are in place to mitigate
these risks and that a satisfactory compliance regime
exists to ensure all local and international laws and
regulations are upheld;

The Board clearly defines the duties and

responsibilities of its agents and advisors and
appointments are made by the Board after due and
careful consideration. The Board monitors the ongoing
performance of such agents and advisors;

The Investment Manager and NT maintain their own

systems of internal control, on which they report to the
Board. The Company, in common with other investment
companies, does not have an internal audit function.
The Audit Committee has considered the need for
an internal audit function, but because of the internal

THIRD POINT INVESTORS LIMITEDcontrol systems in place at the Investment Manager
and NT, has decided it appropriate to place reliance on
their systems and internal control procedures; and
The systems are designed to ensure effectiveness and
efficient operation, internal control and compliance
with laws and regulations. In establishing the systems
of internal control, regard is paid to the materiality of
relevant risks.

Board Performance

The Board and Committees evaluation process
was undertaken during the year, using Lintstock, an
independent third-party agency, and the evaluation
concluded in November 2023. The results of the
evaluation confirmed that the Chairman continues to
lead the Board in a proactive and effective manner.
It also confirmed that the Committees of the Board
were rated highly, operating to a high standard. The
Directors are satisfied from the results that the Board
has the appropriate balance of skills and experience
for the effective management of the Company. No
material weaknesses or concerns were reported.
Key priorities for the Board over the coming year
were identified as considering strategic issues and
shareholder engagement.

For the year ending December 2024, the Board will be
evaluating the performance of the Board, Committees,
individual Directors and third-party service providers
using a structured questionnaire without recourse to an
external facilitator.

Management of Principal Risks
and Uncertainties

In considering the risks and uncertainties facing the
Company, the Audit Committee reviews regularly a matrix
which documents the principal and emerging risks and
reports its findings to the Board.

This discipline is in accordance with the Guidance on Risk
Management, Internal Control and Related Financial and
Business Reporting, published by the FRC and has been
in place for the year under review and up to the date of
approval of the Audited Financial Statements.

The risk matrix document considers the
following information:

Reviewing the risks faced by the Company and the

controls in place to address those risks;
Identifying and reporting changes in the

risk environment;

Identifying and reporting changes in the operational

controls; and

Identifying and reporting on the effectiveness of

controls and remediation of errors arising.

The Directors have acknowledged they are responsible
for establishing and maintaining the Company’s system
of internal control and reviewing its effectiveness by
focusing on four key areas:

Consideration of the investment advisory services

provided by the Investment Manager;

Consideration of the process for identifying, evaluating
and managing any significant current and emerging
risks faced by the Company on an ongoing basis;
Clarity around the duties and responsibilities of the
agents and advisors engaged by the Directors; and
Reliance on the Investment Manager and Administrator

maintaining their own systems of internal controls.

Further discussion on Internal Control is documented under
“Internal Control and Financial Reporting” set out above.

The risk matrix considers all the significant risks to which
the Company has been exposed during the financial year
and, from these, the Directors paid particular attention to
the following principal risks and uncertainties:

Discount to the NAV. The Board monitors the discount

to NAV and maintains regular contact with the
Investment Manager and Corporate Broker to assess
the market for the Company’s shares. In addition,
the Investment Manager, Corporate Broker and the
Directors maintain regular contact with significant
Shareholders in the Company. The Board has adopted
a substantial buyback programme under which the
Company has bought back approximately $250 million
worth of its stock in the four year period to September
2023. Despite this, the discount has remained
stubbornly high and the Company is now offering
shareholders the opportunity to tender 25% of their
stock at a discount of 2% to NAV. This Redemption
Offer is expected to be completed in June 2024. The
Company will not repurchase any of its Shares for the
duration of the Redemption Offer. Once the results
of the Redemption Offer have been announced, the
Company may repurchase up to US$20m of Shares
over the balance of 2024 if, in the Board’s view, it is in
the best interests of the Company and Shareholders to
do so;

Concentration of the Investor Base. The Directors

receive quarterly reports on the shareholder base from
the Corporate Broker and there is regular communication
between the Directors and the Corporate Broker to
identify any significant changes in the share register;

Shareholder relations. The Board monitors key

shareholder reports provided by the Corporate Broker
at each Board Meeting. The Investment Manager
prepares monthly updates on behalf of the Master
Fund and maintains the Company website. The Board
receives quarterly reports from the Corporate Broker and
the Investment Manager on the major shareholdings.
The Board and the Investment Manager’s investor

Annual Report and Audited Financial Statements 31 December 2023relations personnel have continued its policy of active
engagement with shareholders over the year;

Underlying investment performance of the Master

Fund. The Directors receive monthly updates from the
Investment Manager on the performance of the Master
Fund and review the detailed performance at quarterly
Board Meetings. The Board has been concerned over
the year under review that the Investment Manager has
found it difficult to produce competitive performance
although improved performance at the end of 2023
and into 2024 has been encouraging;

Performance of the Investment Manager. Through

the Management Engagement Committee, the
Directors review the performance of the Investment
Manager on an annual basis. Daniel Loeb is CEO and
CIO of the Investment Manager and his continuing
involvement is a critical element of its success. The
Board representatives conduct annual visits to the
Investment Manager in New York, the most recent
being in April 2023;

Geopolitical and economic risk. The Investment

Manager monitors local and international risks and
adjusts the portfolio of investments in the Master
Fund accordingly;

Valuation of investments. The valuation of the

Company’s investment in the Master Fund is confirmed
by the Administrator of the Master Fund, is checked
by the Investment Manager and is reviewed as part
of the Company’s annual audit. The Board makes
enquiries of the Investment Manager to satisfy itself
that there are satisfactory controls in place over the
valuation processes within the Master Fund and the
Master Partnership. The accounts of the Master Fund
and the Master Partnership are both subject to annual
audit; and

Liquidity of shares in the Master Fund. The Company
relies on the redemption of shares in the Master Fund
in order to meet its monthly expenses and share
buybacks. The Directors receive reports from the
Administrator each month as this takes place.

It is expected that the principal risks and uncertainties
listed above will apply to the Company for a minimum of the
next six months. However, the Board will be carrying out a
Strategy Review over the balance of 2024 and, depending
on the outcome of this exercise, it is possible that the
principal risks and uncertainties may change.

Significant Events

strategies and competencies. From the end of June 2023,
redemptions from the Master Fund are being settled with
approximately 93% in cash and 7% in participation notes,
the latter representing redeeming investors’ pro rata share
of Privates in the Master Fund. Over time, the Company’s
holding of participation notes will increase as Master Fund
shares are redeemed to fund expenses, the Company’s
buyback programme and, in due course, any Redemption
Offers. Any realisation of Privates via the participation notes
will be reinvested in the Master Fund and will reduce the
Company’s percentage exposure to Privates.

On 2 June 2023, the Company terminated its two-year $150
million credit facility without penalty ahead of its maturity in
August 2023.

On 22 September 2023, the Company announced an
extension to its buyback programme authorising up to a
further $25 million for buybacks over the period to April
2024. During the year ended 31 December 2023, a total
of almost 2.6 million shares were repurchased under the
buyback programme with a value of approximately $51.2
million, at a weighted average discount to NAV of 18.2%.

On 2 April 2024, the Board announced a Redemption Offer
to shareholders under which they will have the opportunity
to tender up to 25% of their shares at a discount of 2% to the
NAV as at 30 April 2024. The Redemption Offer is expected
to be completed in June 2024.

On 9 April 2024, the Board announced the appointment
of Dimitri Goulandris and Liad Meidar as Directors to take
place as soon as practicable.

There were no other events outside the ordinary course of
business which, in the opinion of the Directors, may have
had an impact on the Audited Financial Statements for the
year ended 31 December 2023.

Relations with Shareholders

The Board welcomes Shareholders’ views and places great
importance on communication with its Shareholders. The
Board receives regular reports on the views of Shareholders
and the Chairman and other Directors are available to meet
Shareholders. Shareholders who wish to communicate
with the Board should, in the first instance contact the
Administrator, whose contact details can be found on
the Company’s website (www.thirdpointlimited.com). The
Annual General Meeting of the Company provides a forum
for Shareholders to meet and discuss issues with the
Directors of the Company. The sixteenth Annual General
Meeting was held on 7 June 2023 with all proposed
resolutions being passed by the Shareholders.

International Tax Reporting

For the purposes of the US Foreign Account Tax
Compliance Act (“FATCA”), the Company is registered with
the US Internal Revenue Services (“IRS”) as a Guernsey

THIRD POINT INVESTORS LIMITEDreporting Foreign Financial Institution (“FFI”). The Company has received a Global Intermediary Identification Number and
can be found on the IRS FFI list.

The Common Reporting Standard (“CRS”) is a global standard for the automatic exchange of financial account information
developed by the Organisation for Economic Co-operation and Development (“OECD”), which has been adopted by
Guernsey and which came into effect on 1 January 2016.

The Board has taken the necessary action to ensure that the Company is compliant with Guernsey regulations and guidance
in this regard.

Criminal Finances Act 2017

In respect of the UK Criminal Finances Act 2017 which introduced a new corporate criminal offence (“CCO”) of ‘failing to
take reasonable steps to prevent the facilitation of tax evasion’, the Board confirms that it is committed to zero tolerance
towards the criminal facilitation of tax evasion.

The Board also keeps under review developments involving other social, environmental and regulatory matters and will
report on those to the extent they are considered relevant to the Company’s operations.

Significant Shareholdings

As at 16 April 2024, the Company had been notified that the following had significant shareholdings in excess of 5% in
the Company:

Name

Total Shares Held

% Holdings in Class

5,355,577

2,996,167

2,833,852

1,722,261

22.16%

12.40%

11.73%

7.13%

Goldman Sachs Securities (Nominees) Limited

Chase Nominees Limited

Vidacos Nominees Limited

BBHISL Nominees Limited

Signed on behalf of the Board by:

Rupert Dorey
Chairman

Huw Evans
Director

19 April 2024

Annual Report and Audited Financial Statements 31 December 2023Statement of Directors’ Responsibilities in Respect
of the Audited Financial Statements

The Directors are responsible for preparing the Audited
Financial Statements in accordance with applicable
Guernsey Law and accounting principles generally
accepted in the United States of America. Guernsey
Company Law requires the Directors to prepare financial
statements for each financial period which give a true and
fair view of the state of affairs of the Company and of the
net income or expense of the Company for that year.

In preparing these Audited Financial Statements the
Directors should:

select suitable accounting policies and then apply

them consistently;

make judgements and estimates that are reasonable

and prudent;

state whether the applicable accounting standards

have been followed subject to any material departures
disclosed and explained in the Audited Financial
Statements; and

prepare the Audited Financial Statements on a going
concern basis unless it is inappropriate to presume
that the Company will continue in business.

The Directors are responsible for keeping proper
accounting records which disclose with reasonable
accuracy at any time the financial position of the Company
and to enable them to ensure that the Audited Financial
Statements comply with The Companies (Guernsey) Law,
2008. They are also responsible for the system of internal
controls, safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.

The Directors have responsibility to confirm that:

there is no relevant audit information of which the
Company’s Auditor is unaware and each Director
has taken all the steps he/she ought to have taken
as a Director to make himself aware of any relevant
information and to establish that the Company’s
Auditor is aware of that information;

this Annual Report and Audited Financial Statements
have been prepared in accordance with accounting
principles generally accepted in the United States of
America and give a true and fair view of the financial
position of the Company;

this Annual Report and Audited Financial

Statements, taken as a whole, are fair, balanced and
understandable and provide information necessary
for the Shareholders to assess the Company’s
performance, business model and strategy; and

this Annual Report and Audited Financial Statements
include information detailed in the Directors’ Report,
the Investment Manager’s Review and Notes to the
Audited Financial Statements, which provide a fair
review of the information required by:
a) DTR 4.1.8 of the Disclosure Guidance and

Transparency Rules (“DTR”), being a fair review
of the Company business and a description of
the principal risks and uncertainties facing the
Company; and

b) DTR 4.1.11 of the DTR, being an indication of

important events that have occurred since the
ending of the financial year and the likely future
development of the Company.

Rupert Dorey
Chairman

Huw Evans
Director

19 April 2024

THIRD POINT INVESTORS LIMITEDDirectors’ Remuneration Report

The Board has prepared this report as part of its framework for corporate governance which, as described in the
Directors’ Report, enables the Company to comply with the main requirements of the UK Corporate Governance Code
published by the Financial Reporting Council.

An ordinary resolution for the approval of this Report will be put to the Shareholders at the forthcoming AGM.

Remuneration Committee

The Board has appointed a Nomination and Remuneration Committee and the independent directors act as this
committee. Vivien Gould is Chair of the Committee. The Committee considers the composition of and recruitment to
the Board, taking into account market practice, peer group statistics and the requirements of the role when determining
remuneration levels of the Directors.

Remuneration Policy

The Company’s policy is that the fees payable to the Directors should reflect the time spent by the Directors on the
Company’s affairs and the responsibilities borne by the Directors be sufficient to attract, retain and motivate directors
of quality required to run the Company successfully. Fees for the Directors are determined by the Board within the
limits approved by shareholders. The maximum limit currently is £500,000 in aggregate per annum. Directors’ fees are
reviewed annually, although such a review will not necessarily result in any changes to the rates, and account is taken
of fees paid to directors of comparable companies.

Directors are entitled to be reimbursed for any reasonable expenses properly incurred by them in connection with the
performance of their duties and attendance at board and general meetings and committee meetings.

There are no long-term incentive schemes provided by the Company and no performance fees are paid to Directors.

Directors do not have service contracts with the Company. Each Director is appointed by a letter of appointment which
sets out the main terms of their appointment. Director appointments can also be terminated in accordance with the
Company’s Articles of Association. Should Shareholders vote against a Director standing for re-election, the Director
affected will not be entitled to any compensation.

Component Parts of the Directors’ Remuneration

Chairman’s base fee

Non-Executive Director base fee

Additional fee for the Senior Independent Director

Additional fee for the Chairman of the Audit Committee

Additional fee for the Chairman of the Management Engagement Committee

Additional fee for the Chairman of the Nomination and Remuneration Committee

Year ended
31 December
2023
£

Year ended
31 December
2022
£

76,000

48,000

3,000

9,000

3,000

76,000

48,000

3,000

9,000

3,000

It is the Company’s policy that the Chairman, Senior Independent Director and Chairman of the Committees be paid
higher fees to reflect their additional responsibilities.

Prior to the year end, the Nomination and Remuneration Committee carried out a review of the level of fees. Directors’
fees were last increased in January 2022. Following the annual review, which included reviewing Directors’ fees against

Annual Report and Audited Financial Statements 31 December 2023those of the Company’s peer group of investment companies, supported by a review of published research by Nurole
Limited and Trust Associates Limited, it was concluded that there would be no increase in Directors’ fees at present.

Directors’ fees

The fees payable by the Company in respect of each of the Directors who served during 2023 and 2022, were as follows:

Richard Boléat (Management Engagement Committee Chairman)

Rupert Dorey (Chairman)1

Huw Evans (Audit Committee Chairman)

Vivien Gould (Nomination and Remuneration Committee Chairman)

Joshua L Targoff2

Claire Whittet (Senior Independent Director)

Total

USD equivalent

2023
£

51,000

76,000

57,000

51,000

–

2022
£

42,500

76,000

57,000

42,500

–

51,000

286,000

269,000

US$356,091

US$331,634

1 Mr. Dorey was appointed as Chairman on 18 February 2022. It was agreed by the Board that as Mr. Dorey had been Acting Chairman following Mr.

Bates’ resignation on 22 December 2021, that Mr. Dorey be duly recompensed.

2 As a non-independent Director and as a Partner of the Investment Manager Joshua L Targoff waived his Directors’ fee.

Performance

The financial highlights on page 5 detail the share price returns over the year.

Signed on behalf of the Board by:

Rupert Dorey
Chairman

Huw Evans
Director

19 April 2024

THIRD POINT INVESTORS LIMITEDReport of the Audit Committee

On the following pages, we present the Audit Committee (the “Audit Committee”)
Report for the year ended 31 December 2023, setting out the Audit Committee’s
structure and composition, principal duties and key activities during the year.

As in previous years, the Audit Committee has reviewed the Company’s financial reporting, the independence and
effectiveness of the independent auditor, and the internal control and risk management systems of service providers.
The Board is satisfied that for the year under review and thereafter the Audit Committee has recent and relevant
commercial and financial knowledge.

Structure and Composition

The Audit Committee is chaired by Huw Evans, and during the year, its other members were Richard Boléat, Vivien
Gould and Claire Whittet. The Audit Committee operates within clearly defined terms of reference.

The Audit Committee Terms of Reference provide that appointments to the Audit Committee shall be for a period of
up to three years, which may be extended for two further three year periods, and thereafter annually, provided that the
Director whose appointment is being considered remains an Independent Director for the period of extension.

The tenure of the current members of the Committee is set out below.

Name of Audit Committee Member

Date of Appointment
to Audit Committee

Next Date for Review

Richard Boléat

Huw Evans

Vivien Gould

Claire Whittet

1 March 2022

28 August 2019

1 March 2022

27 April 2017

March 2025

August 2025

March 2025

April 2026

The Audit Committee conducts formal meetings at least three times a year. The table on page 34 sets out the number
of Audit Committee meetings held during the year ended 31 December 2023 and the number of such meetings
attended by each committee member. The Independent Auditor is invited to attend those meetings at which the annual
and interim reports are considered. The Independent Auditor and the Audit Committee will meet together without
representatives of either the Administrator or Investment Manager being present if either considers this to be necessary.

Principal Duties

The role of the Audit Committee includes:

monitoring the integrity of the published financial statements of the Company;
keeping under review the consistency and appropriateness of accounting policies on a year to year basis. Satisfying
itself that the annual accounts, the interim statement of financial results and any other major financial statements
issued by the Company follow generally accepted accounting principles in the United States of America and, in
respect of the annual accounts, give a true and fair view of the Company and any associated undertakings’ affairs;
matters raised by the external auditors about any aspect of the accounts or of the Company’s control and audit
procedures are appropriately considered and, if necessary, brought to the attention of the Board for resolution;

monitoring and reviewing the quality and effectiveness of the independent auditors and their independence;
considering and making recommendations to the Board on the appointment, reappointment, replacement and

remuneration of the Company’s independent auditor;

monitoring and reviewing the internal control and risk management systems of the Company and its service

providers; and

considering at least once a year whether there is a need for an internal audit function.

Annual Report and Audited Financial Statements 31 December 2023The complete details of the Audit Committee’s formal
duties and responsibilities are set out in the Audit
Committee’s terms of reference, which can be obtained
from the Company’s website.

Financial Statements of the Master Fund and the Master
Partnership for the year ended 31 December 2023 were
audited by Ernst & Young LLP in the US who issued an
unmodified audit opinion dated 18 March 2024.

Independent Auditor

The Audit Committee is also the forum through which
the independent auditor (the “auditor”) reports to the
Board of Directors. The objectivity of the auditor is
reviewed by the Audit Committee which also reviews the
terms under which the auditor is appointed to perform
non-audit services. The Audit Committee reviews the
scope and results of the audit, its cost effectiveness and
the independence and objectivity of the auditor, with
particular regard to non-audit fees. The Audit Committee
has established pre-approval policies and procedures
for the engagement of Ernst & Young LLP to provide
non-audit services.

Ernst & Young LLP has been the independent auditor
from the date of the initial listing on the London
Stock Exchange.

Effectiveness of the Audit
The Audit Committee had formal meetings with Ernst &
Young LLP during the course of the year: 1) before the
start of the audit to discuss formal planning, discuss any
potential issues and agree the scope that will be covered
and 2) after the audit work was concluded to discuss any
significant matters arising.

The Board considered the effectiveness and
independence of Ernst & Young LLP by using a number of
measures, including but not limited to:

the audit plan presented to them before the start of

the audit;

the audit results report including where appropriate,
explanation for any variations from the original plan;

changes to audit personnel;
the auditor’s own internal procedures to identify threats

to independence;

The audit fees proposed by the auditors each year are
reviewed by the Audit Committee taking into account the
Company’s structure, operations and other requirements
during the year and the Audit Committee makes
recommendations to the Board.

feedback from both the Investment Manager and the

Administrator; and

confirmation from Ernst & Young LLP on their
independence as additional comfort for the
Audit Committee.

Non-audit fees were paid to Ernst & Young LLP during
the year in respect of the interim review of the Company’s
condensed accounts to 30 June 2023. Ernst & Young
LLP also provided UK reporting fund status services.
The Audit Committee considers Ernst & Young LLP to be
independent of the Company.

Evaluations or Assessments Made During
the Year

The following sections discuss the assessments made by
the Audit Committee during the year:

Significant Areas of Focus for the
Financial Statements
The Audit Committee’s review of the interim and
annual financial statements focused on the valuation
of the Company’s investment in the Master Fund.
This represents substantially all the net assets of the
Company and as such is the biggest factor in relation
to the accuracy of the Audited Financial Statements.
The holding in the Master Fund has been confirmed
with the Company’s Administrator and the Master Fund.
This investment has been valued in accordance with
the Accounting Policies set out in Note 3 to the Audited
Financial Statements. The Audit Committee has reviewed
the Financial Statements of the Master Fund and their
Accounting Policies and determined the fair value of the
investment as at 31 December 2023 is reasonable. The

Further to the above, at the point of substantial conclusion
of the 2023 audit, the Audit Committee performed a
specific evaluation of the performance of the independent
auditor. This is supported by the results of questionnaires
completed by the Audit Committee covering areas such
as quality of audit team, business understanding, audit
approach and management.

There were no adverse findings from this evaluation.

Under the Crown Dependency rules, ethical standards
require the Board to consider the outsourcing of any
non-audit services such as interim review, tax compliance,
tax structuring, private letter rulings, accounting advice,
quarterly reviews and disclosure on an annual basis.
Although the review of the Interim Report and Unaudited
Condensed Interim Financial Statements is deemed
to be a non-audit service, the Board considers it most
appropriate for the external auditors to carry out this
review. The budget for the annual audit, the interim review
and UK reporting fund status services work carried
out by Ernst & Young LLP was pre-approved by the
Audit Committee.

Audit fees and Safeguards on Non-Audit Services
The table below summarises the remuneration payable
by the Company to Ernst & Young LLP during the years
ended 31 December 2023 and 31 December 2022.

THIRD POINT INVESTORS LIMITEDAudit Services

Non-audit Services – interim review and UK reporting fund status services*

2023
£
Total

95,000

62,316

2022
£
Total

85,000

57,316

* Non-audit services in 2023 includes a £7,316 UK reporting fund status service fee (2022 £7,316) that has been approved but for which the work has not

yet been performed.

Audit Tender
It is best practice, as well as a legal requirement for public companies in the UK, that the audit of the Company is
put out to tender at least every 10 years. Consequently, during 2021 the Audit Committee invited each of the big four
accounting firms (including Ernst & Young LLP as the current auditor) to participate in a tender. With the exception of
Ernst & Young LLP, the other firms declined to participate on the basis that they would not want to audit a feeder fund,
such as the Company, if they did not also audit the Master Fund. The Board subsequently wrote to the Board of the
Master Fund, which is domiciled in the Cayman Islands where there are no requirements to rotate auditors, requesting
that if the Board of the Master Fund were to consider carrying out a tender of its audit, the Company would also like to
participate in the process.

Internal Control
The Audit Committee has examined the need for an internal audit function. The Audit Committee considered that the
systems and procedures employed by the Investment Manager and the Administrator, including their internal audit
functions, provided sufficient assurance that a sound system of internal control, which safeguards the Company’s
assets, has been maintained. An internal audit function specific to the Company is therefore considered unnecessary.

The Audit Committee has requested and received SOC1 or equivalent reports such as service provider assessment
reports from the Company’s Administrator and Master Fund’s Administrators to enable it to fulfil its duties under
its terms of reference. Representatives of the auditors, Investment Manager and the Administrator attend the Audit
Committee meetings as a matter of practice and presentations are made by those attendees as and when required.

Conclusion and Recommendation

After reviewing various reports such as the operational and risk management framework and performance reports
from management, liaising where necessary with Ernst & Young LLP, and assessing the significant areas of focus
for financial statement issues listed on page 44, the Audit Committee is satisfied that these Audited Financial
Statements appropriately address the critical judgements and key estimates (both in respect to the amounts reported
and the disclosures).

The Audit Committee is also satisfied that the significant assumptions used for determining the value of assets and
liabilities have been appropriately scrutinised, challenged and are sufficiently robust.

The Independent Auditor reported to the Audit Committee that no material misstatements were found in the course
of its work. Furthermore, both the Investment Manager and the Administrator confirmed to the Audit Committee
that they were not aware of any material misstatements including matters relating to presentation. The Audit
Committee confirms that it is satisfied that the Independent Auditor has fulfilled its responsibilities with diligence and
professional scepticism.

Consequent to the review process on the effectiveness of the independent audit and the review of audit services, the
Audit Committee has recommended that Ernst & Young LLP be reappointed for the coming financial year.

Ernst & Young LLP has been the auditor of the Company since its incorporation in 2007 and the current audit partner is
Chris Matthews who is in his first year in the role.

For any questions on the activities of the Audit Committee not addressed in the foregoing, a member of the Audit
Committee will attend each Annual General Meeting to respond to such questions.

Huw Evans
Audit Committee Chairman

19 April 2024

Annual Report and Audited Financial Statements 31 December 202346

THIRD POINT INVESTORS LIMITEDINDEPENDENT AUDITOR’S RE PORT

Annual Report and Audited Financial Statements 31 December 2023Independent Auditor’s Report to the Members of
Third Point Investors Limited

Opinion

We have audited the financial statements of Third Point Investors Limited (the “Company”) for the year ended 31
December 2023 which comprise the Statement of Assets and Liabilities, the Statement of Operations, the Statement of
Changes in Net Assets, the Statement of Cash Flows and the related notes 1 to 14, including a summary of significant
accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and
accounting principles generally accepted in the United States of America.

In our opinion, the financial statements:

give a true and fair view of the state of the Company’s affairs as at 31 December 2023 and of its results for the year

then ended;

have been properly prepared in accordance with accounting principles generally accepted in the United States of

America; and

have been properly prepared in accordance with the requirements of The Companies (Guernsey) Law, 2008.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements, including the UK FRC’s Ethical Standard as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain
independent of the Company in conducting the audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the
Company’s ability to continue to adopt the going concern basis of accounting included:

The audit engagement partner directed and supervised the audit procedures on going concern;
We assessed the determination made by the Board of Directors of the Company and the Investment Manager that
the Company is a going concern and hence the appropriateness of the financial statements to be prepared on a
going concern basis;

We obtained the going concern assessment prepared by the Investment Manager for the period up until 30 June

2025 and tested for arithmetical accuracy and reasonability;

We independently assessed the appropriateness of the assumptions by reviewing historical forecasting accuracy;
performing an evaluation of the levels of liquidity of the Company’s investments in the Master Partnership (Third
Point Offshore Master Fund L.P.) through the Master Fund (Third Point Offshore Fund, Ltd.) for future share buyback
plans, the Redemption Offer announced on 09 April 2024 and ongoing operating expenses; and applied a stress test
to understand the impact on liquidity of the Company as a whole;

We assessed whether the liquidity of the Master Partnership at the year end, taking account of the level of

redemptions, potential gating and its ability to meet periodic discretionary redemptions of its investors, cast
significant doubt over the going concern status of the Company; and

THIRD POINT INVESTORS LIMITED We assessed the disclosures in the annual report and financial statements relating to going concern to ensure they

were fair, balanced and understandable.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a
period up until 30 June 2025.

In relation to the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report. However, because not all future events or conditions can be predicted, this statement is not a
guarantee as to the Company’s ability to continue as a going concern.

Overview of our audit approach

Key audit matters

Investment Valuation
Investment Existence and Ownership

Audit scope

We performed an audit of the complete financial information of the

Company for the year ended 31 December 2023.

Materiality

Overall materiality of US$12.8m which represents 2% of net assets.

An overview of the scope of our audit

Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our
audit scope for the Company. This enables us to form an opinion on the financial statements. We take into account
size, risk profile, the organisation of the Company and effectiveness of controls, including controls and changes in the
business environment and the potential impact of climate change when assessing the level of work to be performed.

All audit work was performed directly by the audit engagement team. The audit was led from Guernsey, and the audit
team included individuals from the Guernsey and New York offices of Ernst & Young and operated as an integrated
audit team.

Climate change
The Company has explained in the “Section 172 Report” of their Annual Report climate-related risks and this forms part
of the “Other information,” rather than the audited financial statements. Our procedures on these disclosures therefore
consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appear to be materially misstated.

Our audit effort in considering climate change was focused on the adequacy of the Company’s disclosures in the
financial statements as set out in Note 3 and the conclusion that there was not a material impact on the recognition and
separate measurement considerations of the assets and liabilities of the Company as at 31 December 2023.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon,
and we do not provide a separate opinion on these matters.

Annual Report and Audited Financial Statements 31 December 2023Key observations
communicated to
the Audit Committee

We confirm that there
were no matters identified
during our work on
valuation of investments
that we wanted to bring
to the attention of the
Audit Committee.

We confirm there were
no matters identified
during our audit work on
existence and ownership
of investments that
we wanted to bring
to the attention of the
Audit Committee.

Risk

Our response to the risk

Valuation of investments (US$634m,
PY comparative US$822m)

Refer to the Report of the Audit
Committee (pages 43 to 45);
Accounting policies (pages 61
to 63).

The investments held are measured
at fair value through profit or loss,
and their fair value is determined
by reference to the published NAV
per share of the investee fund,
as calculated by its independent
Administrator. The valuation risk
considers the risk of an error in the
application of the published NAV per
share, obtained from the independent
Administrator of the investee fund,
when calculating the fair value of the
Company’s investments, as well as
the effect on valuation of any gating/
suspension of redemptions by the
investee fund.

Investment existence and
ownership (US$634m, PY
comparative US$822m)

Refer to the Report of the Audit
Committee (pages 43 to 45);
Accounting policies (pages 61
to 63).

Risk that the investments presented in
the financial statements do not exist
or the Company does not have the
rights to cash flows derived from them.
Failure to obtain good title exposes the
Company to significant risk of loss.

Our response comprised of
substantive audit testing of the
investment valuation, including:

Agreeing the valuation per share
of the Company’s investments in
the investee fund to the NAV per
share of the investee fund in the
confirmation obtained from its
independent Administrator;

Agreeing the valuation per share of
the Company’s investments in the
investee fund to the NAV per share
of the investee fund per its audited
financial statements for the year
ended 31 December 2023, which
were approved on 18 March 2024;

Directing Ernst & Young in New
York to perform testing on our
behalf and reporting that no
material adjustments to the NAV
were required; and

Reviewing the subscriptions and
redemptions schedule of the
investee fund around the year-end
date to assess the liquidity of the
Company’s investments in the
investee fund.

Our response comprised the
performance of substantive audit
testing of investment existence and
ownership including:

Obtaining a confirmation, as at 31

December 2023, of the Company’s
holdings in the investee fund into
which the Company invests, from
the independent Administrator of
the investee fund, and agreeing it
to the accounting records of the
Company; and

Agreeing supporting documentation
for all additions and disposals of
holdings in the investee fund that
took place during the year ended 31
December 2023 and agreeing the
details to the accounting records of
the Company.

THIRD POINT INVESTORS LIMITEDOur application of materiality

Other information

We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit
opinion.

Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the
users of the financial statements. Materiality provides
a basis for determining the nature and extent of our
audit procedures.

We determined materiality for the Company to be
US$12.8m (2022: US$13.5m), which is approximately
2% (2022: 2%) of net assets. We believe that net assets
provide us with an appropriate basis for audit materiality
as it is a key published performance measure and is a key
metric used by management in assessing and reporting
on overall performance.

Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to
an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements
exceeds materiality.

On the basis of our risk assessments, together with our
assessment of the Company’s overall control environment,
our judgement was that performance materiality was 75%
(2022: 75%) of our planning materiality, namely US$9.6m
(2022: US$10.2m). We have set performance materiality
at this percentage because we have considered the
likelihood of misstatements to be low. We have considered
both quantitative and qualitative factors when determining
the expected level of misstatements and setting the
performance materiality at this level.

Reporting threshold
An amount below which identified misstatements are
considered as being clearly trivial.

We agreed with the Audit Committee that we would
report to them all uncorrected audit differences in excess
of US$0.6m (2022: US$0.7m), which is set at 5% (2022:
5%) of planning materiality, as well as differences below
that threshold that, in our view, warranted reporting on
qualitative grounds.

We evaluate any uncorrected misstatements against both
the quantitative measures of materiality discussed above
and in light of other relevant qualitative considerations in
forming our opinion.

The other information comprises the information included
in the Annual Report set out on pages 1 to 45, other
than the financial statements and our Auditor’s Report
thereon. The Directors are responsible for the other
information contained within the Annual Report.

Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in this report, we do not express any form
of assurance conclusion thereon.

Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit
or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of the other information, we are required to
report that fact.

We have nothing to report in this regard.

Matters on which we are required to report
by exception

We have nothing to report in respect of the following
matters in relation to which The Companies (Guernsey)
Law, 2008 requires us to report to you if, in our opinion:

proper accounting records have not been kept by the

Company; or

the financial statements are not in agreement with the

Company’s accounting records and returns; or

we have not received all the information and

explanations we require for our audit.

Corporate Governance Statement

We have reviewed the Directors’ statement in relation
to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the
Company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review by
the Listing Rules.

Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit:

Annual Report and Audited Financial Statements 31 December 2023 Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any

material uncertainties identified set out on page 26;

Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why

the period is appropriate set out on page 25;

Director’s statement on whether it has a reasonable expectation that the Company will be able to continue in

operation and meets its liabilities set out on page 26;

Directors’ statement on fair, balanced and understandable set out on page 40;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages

37 to 38;

The section of the Annual Report that describes the review of effectiveness of risk management and internal control

systems set out on page 36; and;

The section describing the work of the audit committee set out on pages 43 to 44.

Responsibilities of directors

As explained more fully in the Directors’ responsibilities statement set out on page 40, the Directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a
material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to
which our procedures are capable of detecting irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with
governance of the Company and management.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and
determined that the most significant are:

Financial Conduct Authority (“FCA”) Listing Rules
Disclosure Guidance and Transparency Rules (“DTR”) of the FCA
The UK Corporate Governance Code
The 2019 AIC Code of Corporate Governance
The Companies (Guernsey) Law, 2008

We understood how the Company is complying with those frameworks by:

Discussing the processes and procedures used by the Directors, the Investment Manager, the Company Secretary

and Administrator to ensure compliance with the relevant frameworks;

Reviewing internal reports that evidenced quarterly compliance testing; and
Inspecting any correspondence with regulators

THIRD POINT INVESTORS LIMITEDWe assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud
might occur by undertaking the audit procedures set out in Key Audit Matters section above and reading the financial
statements to check that the disclosures are consistent with the relevant regulatory requirements; and

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and
regulations. Our procedures involved:

Making enquiries and gaining an understanding of how those charged with governance, the Investment Manager,
the Company Secretary and Administrator identify instances of non-compliance by the Company with relevant laws
and regulations;

Inspecting the relevant policies, processes and procedures to further our understanding;
Enquiring of the Company’s nominated Compliance Officer;
Reviewing internal compliance reporting, Board and Audit Committee minutes;
Inspecting correspondence with regulators;
Obtaining relevant written representations from the Board of Directors; and
Performing journal entry testing.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters we are required to address

Following the recommendation from the Audit Committee, we were appointed by the Company to audit the

financial statements for the year ending 31 December 2007 and subsequent financial periods. We signed an initial
engagement letter on 12 November 2007.

The period of total uninterrupted engagement including previous renewals and reappointments is seventeen years,

covering the years ending 31 December 2007 to 31 December 2023.

The audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Section 262 of The Companies
(Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.

Christopher James Matthews, FCA
for and on behalf of Ernst & Young LLP
Guernsey
19 April 2024

Notes:
(1) The maintenance and integrity of the Company’s website is the sole responsibility of the Directors; the work carried out by the auditors does not

involve consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.

(2) Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Annual Report and Audited Financial Statements 31 December 202354

THIRD POINT INVESTORS LIMITEDFINANCIAL STATEMENTS

Annual Report and Audited Financial Statements 31 December 2023Statement of Assets and Liabilities
As at 31 December

Assets

Investment in Third Point Offshore Fund Ltd at fair value
(Cost: US$340,474,153; 31 December 2022: US$425,367,214)

Investment in Participation Note

Cash and cash equivalents

Due from broker

Redemption receivable

Other assets

Total assets

Liabilities

Accrued expenses and other liabilities

Loan facility

Loan interest payable

Administration fee payable

Total liabilities

Net assets

Number of Ordinary Shares in issue

US Dollar Shares

Net asset value per Ordinary Share

US Dollar Shares

Number of Ordinary B Shares in issue

US Dollar Shares

Notes

2023
US$

2022
US$

628,751,973

822,440,287

5,005,646

190,603

12,538

64,597

11,944

4,258,882

6,121,484

81,405

79,388

638,301,047

828,717,700

9, 12

330,194

344,792

149,425,845

2,101,177

3,187

3,007

333,381

151,874,821

637,967,666

676,842,879

25,089,924

27,666,789

$25.43

$24.46

16,726,618

18,444,526

The financial statements on pages 56 to 68 were approved by the Board of Directors on 19 April 2024 and signed
on its behalf by:

Rupert Dorey
Chairman

Huw Evans
Director

See accompanying notes and Audited Financial Statements of Third Point Offshore Fund Ltd. and Third Point Offshore
Master Fund L.P.

THIRD POINT INVESTORS LIMITEDStatement of Operations
For the year ended 31 December

Realised and unrealised gain/(loss) from investment
transactions allocated from Master Fund

Net realised (loss)/gain from securities, derivative contracts
and foreign currency translations

Net change in unrealised gain/(loss) on securities, derivative contracts
and foreign currency translations

Net gain from currencies allocated from Master Fund

Total net realised and unrealised gain/(loss) from investment
transactions allocated from Master Fund

Net investment gain allocated from Master Fund

Notes

2023
US$

2022
US$

(18,804,101)

58,236,092

25,304,602

(326,475,586)

181,370

3,118,956

6,681,871 (265,120,538)

Interest income

27,705,576

38,342,786

Dividends, net of withholding taxes of US$1,090,325; (31 December 2022: US$1,102,843)

3,596,783

2,572,298

Other income

Stock borrowing fees

Investment Management fee

Dividends on securities sold, not yet purchased

Interest expense

Other expenses

Total net investment gain allocated from Master Fund1

Company expenses

Administration fee

Directors' fees

Other fees

Loan interest expense

Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited2

Total Company expenses

Net gain

2,136,533

995,033

(208,393)

(841,041)

(7,923,740)

(10,295,508)

(1,452,886)

(2,322,396)

(10,288,315)

(5,090,386)

(2,152,415)

(2,891,319)

11,413,143

20,469,467

(128,497)

(138,382)

(356,091)

(331,634)

(861,214)

(1,129,755)

(5,218,020)

(7,328,928)

(111,940)

(83,087)

(6,675,762)

(9,011,786)

4,737,381

11,457,681

Net increase/(decrease) in net assets resulting from operations

11,419,252 (253,662,857)

1 Net gain/(loss) components allocated from the Master Fund are inclusive of gain/loss on the underlying activity of the Participation Notes.
2 Third Point Offshore Independent Voting Company Limited consists of Director Fees, Audit Fee and General Expenses.

See accompanying notes and Audited Financial Statements of Third Point Offshore Fund Ltd. and Third Point Offshore
Master Fund L.P.

Annual Report and Audited Financial Statements 31 December 2023Statement of Changes in Net Assets
For the year ended 31 December

Increase/(decrease) in net assets resulting from operations

Net realised (loss)/gain from securities, commodities, derivative contracts
and foreign currency translations allocated from Master Fund

Net change in unrealised gain/(loss) on securities, derivative contracts
and foreign currency translations allocated from Master Fund

Net gain from currencies allocated from Master Fund

Total net investment gain allocated from Master Fund

Total Company expenses

Notes

2023
US$

2022
US$

(18,804,101)

58,236,092

25,304,602

(326,475,586)

181,370

3,118,956

11,413,143

20,469,467

(6,675,762)

(9,011,786)

Net increase/(decrease) in net assets resulting from operations

11,419,252 (253,662,857)

Increase in net assets resulting from capital share transactions

Share redemptions

Net assets at the beginning of the year

Net assets at the end of the year

(50,294,465)

(126,736,786)

676,842,879 1,057,242,522

637,967,666

676,842,879

See accompanying notes and Audited Financial Statements of Third Point Offshore Fund Ltd. and Third Point Offshore
Master Fund L.P.

THIRD POINT INVESTORS LIMITEDStatement of Cash Flows
For the year ended 31 December

Cash flows from operating activities

Operating expenses

Interest paid

Directors' fees

Administration fee

Third Point Independent Voting Company Limited¹

Change in investment in the Master Fund

Cash inflow/(outflow) from operating activities

Cash flows from financing activities

Credit facility repayment

Cash outflow from financing activities

Net increase/(decrease) in cash

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

Notes

2023
US$

2022
US$

(878,393)

(1,452,090)

(6,735,881)

(5,020,348)

(356,091)

(331,634)

(128,317)

(138,761)

(111,940)

(83,087)

158,336,628

6,624,925

150,126,006

(400,995)

(150,000,000)

126,006

(400,995)

64,597

465,592

190,603

64,597

1 Third Point Offshore Independent Voting Company Limited consists of Director Fees, Audit Fee and General Expenses.

Supplemental disclosure of non-cash transactions from:

Operating activities

Subscriptions

Notes

2023
US$

2022
US$

(54,429,821)

Redemption of Company Shares from Master Fund

104,724,286

126,736,786

Receipt of Participation Note

Financing activities

Share redemptions

Amortisation of loan cost

5,181,538

(50,294,465)

(126,736,786)

574,155

862,415

See accompanying notes and Audited Financial Statements of Third Point Offshore Fund Ltd. and Third Point Offshore
Master Fund L.P.

Annual Report and Audited Financial Statements 31 December 2023Notes to the Audited Financial Statements
For the year ended 31 December 2023

1. The Company

Third Point Investors Limited (the “Company”) is an authorised closed-ended investment company incorporated
in Guernsey on 19 June 2007 for an unlimited period, with registration number 47161. The Company commenced
operations on 25 July 2007.

2. Organisation

Investment Objective and Policy
The Company’s investment objective is to provide its Shareholders with consistent long-term capital appreciation,
utilising the investment skills of the Investment Manager, through investment of all of its capital (net of short-term
working capital requirements) through a master-feeder structure in shares of Third Point Offshore Fund, Ltd. (the
“Master Fund”), an exempted company formed under the laws of the Cayman Islands on 21 October 1996.

The Master Fund’s investment objective is to seek to generate consistent long-term capital appreciation, by investing
capital in securities and other instruments in select asset classes, sectors and geographies, by taking long and short
positions. The Master Fund is managed by the Investment Manager and the Investment Manager’s implementation of
the Master Fund’s investment policy is the main driver of the Company’s performance.

The Master Fund is a limited partner of, and invests all of its investable capital in, Third Point Offshore Master Fund
L.P. (the “Master Partnership”), an exempted limited partnership organised under the laws of the Cayman Islands, of
which Third Point Advisors II L.L.C., an affiliate of the Investment Manager, is the general partner. Third Point LLC is the
Investment Manager to the Company, the Master Fund and the Master Partnership. The Master Fund and the Master
Partnership share the same investment objective, strategies and restrictions as described above.

Investment Manager
The Investment Manager is a limited liability company formed on 28 October 1996 under the laws of the State of
Delaware. The Investment Manager was appointed on 29 June 2007 and is responsible for the management and
investment of the Company’s assets on a discretionary basis in pursuit of the Company’s investment objective, subject
to the control of the Company’s Board and certain borrowing and leveraging restrictions.

During the year ended 31 December 2023, the Company paid to the Investment Manager at the level of the Master
Partnership a fixed management fee of 1.25 percent of NAV per annum. The Investment Manager has granted a
management fee discount of 0.50% on the indirect portion of the Company’s interest that is invested in Legacy
Private Investments. This 0.50% discount also applies to the Company’s management fee on their Participation Note
balance. Under the Investment Management Agreement, had the NAV of the Master Fund increased over the year,
the Investment Manager would also have been entitled to a general partner incentive allocation of 20 percent of the
Master Fund’s NAV growth (“Full Incentive Fee”) invested in the Master Partnership, subject to certain conditions and
related adjustments, by the Master Fund. The general partner receives an incentive allocation equal to 20% of the net
profit allocated to each Shareholder invested in each series of Class YSP shares. If a Shareholder invested in Third Point
Offshore Fund, Ltd. (the “Feeder Fund”) has a net loss during any fiscal year and, during subsequent years, there is a
net profit attributable to such Shareholder, the Shareholder must recover the amount of the net loss attributable in the
prior years before the General Partner is entitled to incentive allocation. Class YSP shares are subject to a 25% investor
level gate. The Company’s investment in the Master Fund is subject to an investor-level gate whereby a Shareholder’s
aggregate redemptions will be limited to 25%, 33.33%, 50%, and 100% of the cumulative net asset value of such Class
YSP shares held by the Shareholder as of any four consecutive quarters. Redemptions are permitted on a monthly basis
but not to exceed these thresholds.

Additionally, the Master Fund has a 20% fund-level gate. The fund level gate allows for redemptions up to 20% of the
Master Fund’s assets on a quarterly basis, subject to the discretion of the Board of Directors of the Master Fund. The
Company was allocated US$nil (31 December 2022: US$nil) of incentive fees at the Master Fund level for the year
ended 31 December 2023.

THIRD POINT INVESTORS LIMITED3. Significant Accounting Policies

Basis of Presentation
These Financial Statements have been prepared in accordance with relevant accounting principles generally accepted
in the United States of America (“US GAAP”). The functional and presentation currency of the Company is United States
Dollars (“$US”).

The Directors have determined that the Company is an investment company in conformity with US GAAP. Therefore,
the Company follows the accounting and reporting guidance for investment companies in the Financial Accounting
Standards Board (‘‘FASB’’) Accounting Standards Codification (‘‘ASC’’) 946, Financial Services — Investment
Companies (‘‘ASC 946’’).

The following are the significant accounting policies adopted by the Company:

Cash and cash equivalents
Cash in the Statement of Assets and Liabilities and for the Statement of Cash Flows is unrestricted and comprises cash
at bank and on hand.

Due from broker
Due from broker includes cash balances held at the Company’s clearing broker at 31 December 2023. The Company
clears all of its securities transactions through a major international securities firm, UBS (the “Prime Broker”), pursuant
to agreements between the Company and Prime Broker.

Redemptions Receivable
Redemptions receivable are capital withdrawals from the Master Fund which have been requested but not yet settled
as at 31 December 2023.

Valuation of Investments
The Company records its investment in the Master Fund at fair value. The Board has concluded specifically that
climate change, including physical and transition risks, does not have a material impact on the recognition and
separate measurement considerations of the assets and liabilities of the Company in the financial statements as at 31
December 2023, but recognises that climate change may have an effect on the investments held in the Master Fund.
Fair values are generally determined utilising the net asset value (“NAV”) provided by, or on behalf of, the underlying
Investment Manager of the investment fund. In accordance with Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurement”, fair value is defined as the price the
Company would receive upon selling a security in a timely transaction to an independent buyer in the principal or
most advantageous market of the security. During the year, the Company owned Class YSP shares of the Master Fund.
During the year, the Company recorded non-cash redemptions of US$105,358,341 (505,045 shares) for the cancellation
of the Company shares under the share buyback programme. The Company also redeemed US$155,840,000 (868,683
shares) to pay Company expenses and to repay the loan facility. During the year the Company recorded a noncash
subscription of US$54,429,821 (544,298 shares) for expected future redemption needs.

The following schedule details the movements in the Company’s holdings in the Master Fund over the year.

Shares
held at
1 January
2023

Shares
Rolled
Up

Shares
Transferred
In

Shares
Transferred
Out

Shares
Issued

Shares
Redeemed

Share
adjustments*

Class YSP - 1.25, Series 1

490,000

Class YSP - 1.25, Series 1-1

2,077,599

Class YSP - 1.25, Series 1-2

22,699

Class YSP - 1.25, Series 1-3

451

Class YSP - 1.25, Series 1.4

Class YSP - 1.25, Series 1.5

Class YSP - 1.25, Series 2

Class YSP - 1.25, Series 2-1

Class YSP - 1.25, Series 2-2

Class YBSP - 125, Series 1

Class YBSP-125, Series 2

Class YBSP-125, Series 3

Total

441,000

450,000

49,000

53,839

50,000

–

(490,000)

(548,872)

(22,699)

(451)

–

(53,839)

–

– 197,860

(197,860)

– 114,725

(76,481)

– 231,713

–

(18)

–

(5)

(1)

–

(1)

–

Shares
held at
31 December
2023

Net Asset
Value Per
Share at
31 December
2023**

Net Asset
Value at
31 December
2023

–

1,528,709

343.84

525,635,128

–

440,995

449,995

48,999

–

78.50

74.64

78.50

–

34,616,564

33,589,202

3,846,250

–

49,999

74.64

3,732,100

–

38,244

231,713

–

108.81

100.00

–

4,161,429

23,171,300

628,751,973

* Share adjustments relate to transfers from the portion of shareholders’ capital attributable to Legacy Private Investments.
** Rounded to two decimal places.

Annual Report and Audited Financial Statements 31 December 2023A portion of the Company’s investment in the Master Fund redemptions after 1 June 2023 redemption were satisfied
through the issuance of Participation Notes (the “Notes” or each a “Note”) in lieu of cash. Interests in the Master
Fund prior to 1 June 2023 are subject to the Note issuance upon redemption. The Master Fund issued Notes through
Third Point Offshore Fund Vehicle, Ltd. (the “Issuing Entity”), which holds interests in the Notes issued by the Master
Partnership that are described in further detail in the Master Partnership’s financial statements and are considered
to be a Level 3 investment per the fair value hierarchy. The Company has elected to carry the Notes at fair value. The
Notes have no stated maturity date and as payments in respect of the Notes issued by the Master Partnership are made
to the Issuing Entity, payments will be made to the Company to satisfy their outstanding Note balances. During the year
ended 31 December 2023 no payments were made. The investment in Participation Note balance as of 31 December
2023 was US$5,005,646. Losses on the Participation Notes during the year were $175,892.

The valuation of securities held by the Master Partnership, in which the Master Fund directly invests, is discussed in
the notes to the Master Partnership’s Audited Financial Statements. The net asset value of the Company’s investment
in the Master Fund reflects its fair value. At 31 December 2023, the Company’s US Dollar shares represented 16.1% (31
December 2022: 15.6%) of the Master Fund’s NAV.

The Company has adopted ASU 2015-07, Disclosures for Investments in Certain Entities that calculate Net Asset Value
per Share (or its equivalent) (“ASU 2015-07”), in which certain investments measured at fair value using the net asset
value per share method (or its equivalent) as a practical expedient are not required to be categorised in the fair value
hierarchy. Accordingly the Company has not levelled applicable positions.

Uncertainty in Income Tax
ASC Topic 740 “Income Taxes” requires the evaluation of tax positions taken or expected to be taken in the course
of preparing the Company’s tax returns to determine whether the tax positions are “more- likely-than-not” of being
sustained by the applicable tax authority based on the technical merits of the position. Tax positions deemed to
meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the year of determination.
Management has evaluated the implications of ASC 740 and has determined that it has not had a material impact on
these Audited Financial Statements.

Income and Expenses
The Company records its proportionate share of the Master Fund’s income, expenses and realised and unrealised
gains and losses on a monthly basis. In addition, the Company accrues interest income, to the extent it is expected to
be collected, and other expenses.

Use of Estimates
The preparation of Audited Financial Statements in conformity with US GAAP may require management to make
estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying
notes. Actual results could differ from those estimates. Other than what is underlying in the Master Fund and the
Master Partnership, the Company does not use any material estimates in respect of the Audited Financial Statements.

Going Concern
The Master Fund Shares can be converted to cash to meet liabilities in respect of, for example, Company expenses and
the buyback programme, as they fall due.

In addition, the Company has committed to hold a Redemption Offer for 25% of NAV, at a discount of 2% to NAV. The
Redemption Offer is expected to be completed in June 2024. On the assumption that the Redemption Offer is fully
subscribed, this would imply further redemptions from the Master Fund of approximately $156 million. The Company
has begun the process of redeeming shares in the Master Fund to satisfy the cash requirement of the Redemption
Offer in order to stay within the investor level redemption limit of 25% each quarter.

The Board has announced that it will carry out a Strategy Review over the next six months. At the conclusion of the
Strategy Review, the Strategy Committee will present its findings to the Board. If approved by the Board, the outcome
will then be reported by the Board to Shareholders, and any recommended new proposals will be put to Shareholders,
and voted on by them as appropriate. On the assumption that the Committee is able to identify a positive direction for
the Company, which is approved by Shareholders, the Company will continue into the future.

On that basis, after due consideration, and having made due enquiry of Third Point, the Directors are satisfied that it
is appropriate to continue to adopt the going concern basis in preparing these Audited Financial Statements for the
period through 30 June 2025.

THIRD POINT INVESTORS LIMITEDForeign Exchange
Investment securities and other assets and liabilities denominated in foreign currencies are translated into United
States Dollars using exchange rates at the reporting date. Purchases and sales of investments and income and
expense items denominated in foreign currencies are translated into United States Dollars at the date of such
transaction. All foreign currency transaction gains and losses are included in the Statement of Operations.

Recent accounting pronouncements
The Company has not early adopted any standards, interpretations or amendments that have been issued but are not
yet effective. The amendments and interpretations which apply for the first time in 2023 have been assessed and do not
have an impact on the Audited Financial Statements.

Credit facility
The Company accounted for the credit facility as a liability, initially recognised at the amount drawn less any related
costs. Issuance costs were amortised and recognised as additional interest expense over the life of the loan. At each
balance sheet date, the liability was adjusted for the repayment of principal, accrual of interest and amortization of
issuance costs. The credit facility was fully repaid as of 2 June 2023.

4. Credit Facility

On 1 September 2021, the Company entered into an agreement for a credit facility with JPMorgan Chase Bank, N.A., to
employ gearing within the Company. The credit facility allowed the Company to borrow $150 million at a rate of LIBOR
plus 2.4% for a period of two years. The investment in the Master Fund serves as the security for the credit facility. The
credit facility was fully drawn by 31 December 2021 and the proceeds were invested in shares in the Master Fund. The
credit facility was fully repaid on 2 June 2023.

In conjunction with the negotiation and execution of the agreement there were costs incurred by the Company. The
Company paid the issuer of the facility US$375,000 as a structuring fee and paid other loan related costs, such as legal
costs. These expenses were fully amortised when the facility was repaid.

5. Material Agreements

Management and Incentive fees
The Investment Manager was appointed by the Company to invest its assets in pursuit of the Company’s investment
objectives and policies. As disclosed in Note 2, the Investment Manager is remunerated by the Master Partnership by
way of management fees and incentive fees.

Administration fees
Under the terms of an Administration Agreement dated 29 June 2007, the Company appointed Northern Trust
International Fund Administration Services (Guernsey) Limited as Administrator (the “Administrator”) and
Corporate Secretary.

The Administrator is paid fees based on the NAV of the Company, payable quarterly in arrears. The fee is at a rate of 2
basis points of the NAV of the Company for the first £500 million of NAV and a rate of 1.5 basis points for any NAV above
£500 million. This fee is subject to a minimum of £4,250 per month. The Administrator is also entitled to an annual
corporate governance fee of £30,000 for its company secretarial and compliance activities.

In addition, the Administrator is entitled to be reimbursed out-of-pocket expenses incurred in the course of carrying out
its duties, and may charge additional fees for certain other services.

Total Administrator expenses during the year amounted to US$128,497 (31 December 2022: US$138,382) with
US$3,187 outstanding (31 December 2022: US$3,007) at the year-end.

VoteCo
The Company has entered into a support and custody agreement with Third Point Offshore Independent Voting
Company Limited (“VoteCo”) whereby, in return for the services provided by VoteCo, the Company will provide VoteCo
with funds from time to time in order to enable VoteCo to meet its obligations as they fall due. Under this agreement,
the Company has also agreed to pay all the expenses of VoteCo, including the fees of the directors of VoteCo, the fees
of all advisors engaged by the directors of VoteCo and premiums for directors and officers insurance. The Company
has also agreed to indemnify the directors of VoteCo in respect of all liabilities that they may incur in their capacity as
directors of VoteCo. The expense paid by the Company on behalf of VoteCo during the year is outlined in the Statement
of Operations on page 57 and amounted to US$111,940 (31 December 2022: US$83,087). As at 31 December 2023
expenses accrued by the Company on behalf of VoteCo amounted to US$42,039 (31 December 2022: US$11,728).

Annual Report and Audited Financial Statements 31 December 20236. Directors’ Fees

At the AGM in July 2020 Shareholders approved an annual fee cap for the directors as a whole of £500,000.

The Directors’ fees during the year amounted to £286,000 (31 December 2022: £269,000) with £nil outstanding (31
December 2022: £nil) at the year-end.

The current fee rates for the individual Directors are as follows;

Name

Chairman

Audit Committee Chairman

Director

Senior Independent Director

Chairman of the Management Engagement Committee

Chairman of the Nomination and Remuneration Committee

Fee per annum

£76,000

£57,000

£48,000

£3,000

The Directors are also entitled to be reimbursed for expenses properly incurred in the performance of their duties
as Director.

7. Stated Capital

The Company was incorporated with the authority to issue an unlimited number of Ordinary Shares (the “Shares”) with
no par value and an unlimited number of Ordinary B Shares (“B Shares”) of no par value.

Number of Ordinary Shares

Shares issued 1 January 2023

Shares Cancelled

Shares cancelled during the year

Total shares cancelled during the year

Shares in issue at end of the year

Net assets at the beginning of the year

Shares Cancelled

Share value cancelled during the year

Total share value cancelled during the year

Net increase in net assets resulting from operations

Net assets at end of the year

Number of Ordinary B Shares

Shares in issue as at 1 January 2023

Shares Cancelled

Shares cancelled during the year

Total shares cancelled during the year

Shares in issue at end of the year

US Dollar Shares

27,666,789

(2,576,865)

25,089,924

US Dollar Shares
US$

676,842,879

(50,294,465)

11,419,252

637,967,666

US Dollar Shares

18,444,526

(1,717,908)

16,726,618

THIRD POINT INVESTORS LIMITEDVoting Rights
Ordinary Shares carry the right to vote at general meetings of the Company and to receive any dividends, attributable
to the Ordinary Shares as a class, declared by the Company and, in a winding-up will be entitled to receive, by way of
capital, any surplus assets of the Company attributable to the Ordinary Shares as a class in proportion to their holdings
remaining after settlement of any outstanding liabilities of the Company. B Shares also carry the right to vote at general
meetings of the Company but carry no rights to distribution of profits or in the winding-up of the Company.

As prescribed in the Company’s Articles, each Shareholder present at general meetings of the Company shall, upon a
show of hands, have one vote. Upon a poll, each Shareholder shall, in the case of a separate class meeting, have one
vote in respect of each Share or B Share held and, in the case of a general meeting of all Shareholders, have one vote in
respect of each Share or B Share held. Fluctuations in currency rates will not affect the relative voting rights applicable
to the Shares and B Shares. In addition all of the Company’s Shareholders have the right to vote on all material changes
to the Company’s investment policy.

Repurchase of Shares
At each AGM, the Directors seek authority from the shareholders to purchase in the market for the forthcoming year up
to 14.99 percent of the Shares in issue. Pursuant to this repurchase authority, the Company, through the Master Fund,
commenced a share repurchase program in 2007. The Shares initially purchased were held by the Master Partnership.
The Master Partnership’s gains or losses and implied financing costs related to the shares purchased through the
share purchase programme are entirely allocated to the Company’s investment in the Master Fund.

In September, 2019, it was announced that the Company, again through the Master Fund, would seek to buy back, at
the Board’s discretion and subject to the requirement to buy no more than 14.99% of its outstanding stocks between
general meetings, up to $200 million worth of stock over the subsequent three years. The buy back programme was
extended in September 2022 with the order of a further $50 million allocated to buybacks in the subsequent 12 months
and again in September 2023 with up to a further $25 million for buybacks over the period to April 2024. Any shares
traded mid-month are purchased and held by the Master Partnership until the Company is able to cancel the shares
following each month-end. As at 31 December 2023, the Master Partnership held 213,276 shares of the Company.
These shares were subsequently cancelled in January 2024.

Further issue of Shares
Under the Articles, the Directors have the power to issue further shares on a non-pre-emptive basis. If the Directors
issue further Shares, the issue price will not be less than the then-prevailing estimated weekly NAV per Share of the
relevant class of Shares.

8. Taxation

The Fund is exempt from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey)
Ordinance 1989.

9. Calculation of Net Asset Value

The NAV of the Company is equal to the value of its total assets less its total liabilities. The NAV per Share is calculated
by dividing the NAV by the number of Ordinary Shares in issue on that day.

10. Related Party Transactions

At 31 December 2023, other investment funds owned by or affiliated with the Investment Manager owned 5,705,443 (31
December 2022: 5,705,443) US Dollar Shares in the Company. Refer to note 5 and note 6 for additional Related Party
Transaction disclosures.

11. Significant Events

In May 2023, the Third Point Master Fund (Master Fund) announced a change to its redemption policy to accommodate
the comparative illiquidity in its legacy Privates portfolio. This was introduced to allow the Investment Manager to
manage the underlying portfolio more effectively, permitting it to offer a more stable platform for investors while
enhancing investor exposure to its core strategies and competencies. From the end of June 2023, redemptions from
the Master Fund are being settled with approximately 93% in cash and 7% in participation notes, the latter representing
redeeming investors’ pro rata share of Privates in the Master Fund. Over time, the Company’s holding of participation
notes will increase as Master Fund shares are redeemed to fund expenses, the Company’s buyback programme and,

Annual Report and Audited Financial Statements 31 December 2023in due course, any Redemption Offers. Any realisation of Privates via the participation notes will be reinvested in the
Master Fund and will reduce the Company’s percentage exposure to Privates.

On 2 June 2023, the Company terminated its two-year $150 million credit facility without penalty ahead of its maturity in
August 2023.

On 22 September 2023, the Company announced an extension to its buyback programme authorising up to a further
$25 million for buybacks over the period to April 2024. During the year ended 31 December 2023, a total of almost
2.6 million shares were repurchased under the buyback programme with a value of approximately $51.2 million, at a
weighted average discount to NAV of 18.2%.

On 2 April, 2024 the Board announced a Redemption Offer to shareholders under which they will have the opportunity
to tender up to 25% of their shares at a discount of 2% to the NAV as at 30 April 2024. The Redemption Offer is
expected to be completed in June 2024.

There were no other events during the financial year outside the ordinary course of business which, in the opinion of
the Directors, may have had an impact on the Audited Financial Statements for the year ended 31 December 2023.

12. Financial Highlights

The following tables include selected data for a single Ordinary Share in issue at the year-end and other performance
information derived from the Audited Financial Statements.

Per Share Operating Performance

Net Asset Value beginning of the year

Income from Operations

Net realised and unrealised gain from investment transactions allocated from Master Fund

Net gain

Total Return from Operations

Share buyback accretion

Net Asset Value, end of the year

Total return before incentive fee allocated from Master Fund

Total return after incentive fee allocated from Master Fund

US Dollar Shares
31 December 2023
US$

24.46

0.35

0.18

0.53

0.44

25.43

3.97%

Total return from operations reflects the net return for an investment made at the beginning of the year and is calculated
as the change in the NAV per Ordinary Share during the year ended 31 December 2023 and is not annualised. An
individual Shareholder’s return may vary from these returns based on the timing of their purchases and sales of shares
on the market.

THIRD POINT INVESTORS LIMITEDPer Share Operating Performance

Net Asset Value beginning of the year

Income from Operations

Net realised and unrealised gain from investment transactions allocated from Master Fund

Net loss

Total Return from Operations

Share buyback accretion

Net Asset Value, end of the year

Total return before incentive fee allocated from Master Fund

Total return after incentive fee allocated from Master Fund

US Dollar Shares
31 December 2022
US$

32.37

(7.88)

(0.30)

(8.18)

0.27

24.46

(24.44%)

Total return from operations reflects the net return for an investment made at the beginning of the year and is calculated
as the change in the NAV per Ordinary Share during the year ended 31 December 2022 and is not annualised. An
individual Shareholder’s return may vary from these returns based on the timing of their purchases and sales of shares
on the market.

Supplemental data

Net Asset Value, end of the year

Average Net Asset Value, for the year1

Ratio to average net assets

Operating expenses2

Total operating expenses2

Net gain3

US Dollar Shares
31 December 2023
US$

637,967,666

631,249,876

(4.55%)

0.75%

1 Average Net Asset Value for the year is calculated based on published monthly estimates of NAV.
2 Operating expenses are Company expenses together with operating expenses allocated from the Master Fund.
3 Net gain (or loss) is taken from the Statement of Operations and is the net investment gain / (loss) for the year allocated from the Master Fund less the

Company expenses over the average net asset value for the year.

Supplemental data

Net Asset Value, end of the year

Average Net Asset Value, for the year1

Ratio to average net assets

Operating expenses2

Total operating expenses2

Net gain

US Dollar Shares
31 December 2022
US$

676,842,879

793,974,457

(3.84%)

1.44%

Company expenses over the average net asset value for the year.

Annual Report and Audited Financial Statements 31 December 202313. Ongoing Charge Calculation

Ongoing charges for the year ended 31 December 2023 and 31 December 2022 have been prepared in accordance
with the AIC recommended methodology. Performance fees were charged to the Master Fund. In line with AIC
guidance, an Ongoing Charge has been disclosed both including and excluding performance fees. The Ongoing
charges for year ended 31 December 2023 and 31 December 2022 excluding performance fees and including
performance fees are based on Company expenses and allocated Master Fund expenses outlined below.

Excluding performance fees

US Dollar Shares

Including performance fees

US Dollar Shares

14. Subsequent Events

31 December 2023

31 December 2022

1.92%

1.98%

1.92%

1.98%

As at 31 December 2023, the Master Partnership held 213,276 shares of the Company – these shares were
subsequently cancelled in January 2024.

On 2 April 2024, the Board announced a Redemption Offer to shareholders under which they will have the opportunity
to tender up to 25% of their shares at a discount of 2% to the NAV as at 30 April 2024. The Redemption Offer is
expected to be completed in June 2024.

On 9 April 2024, the Board announced the appointment of Dimitri Goulandris and Liad Meidar as Directors to take
place as soon as practicable.

The Directors confirm that, up to the date of approval, which is 19 April 2024, when these financial statements were
available to be issued, there have been no other events subsequent to the balance sheet date that require inclusion or
additional disclosure.

THIRD POINT INVESTORS LIMITEDADDITIONAL INFORMATION

Annual Report and Audited Financial Statements 31 December 2023Investor Information

Financial Calendar

Year end 31 December.
Annual results announced and Annual Report published in April.
Annual General Meeting held in May/June.
Interim results announced in September.

Website

Further information about Third Point Investors Limited, including share price and NAV performance, monthly reports
and quarterly investor letters, is available on the Company’s website: www.thirdpointlimited.com.

How to invest

Information is available on The Association of Investment Companies website, where a list of platform providers can be
found: www.theaic.co.uk/availability-on-platforms.

THIRD POINT INVESTORS LIMITEDManagement and Administration

Registered Office

PO Box 255, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 3QL.
Channel Islands.

Administrator and Secretary

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

Legal Advisors (Guernsey Law)

Mourant
Royal Chambers, St Julian’s Avenue,
St Peter Port, Guernsey, GY1 4HP,
Channel Islands.

Receiving Agent

Link Market Services Limited
The Registry,
34 Beckenham Road,
Beckenham, Kent, BR3 4TU,
United Kingdom.

Corporate Broker
Deutsche Numis
45 Gresham Street,
London, EC2V 7BF,
United Kingdom.

Directors

Rupert Dorey (Chairman)*
Richard Boléat*
Huw Evans*
Vivien Gould*
Joshua L Targoff
Claire Whittet*

PO Box 255, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 3QL,
Channel Islands.

* These Directors are independent.

Investment Manager

Third Point LLC
55 Hudson Yards,
New York, NY 10001,
United States of America.

Auditors

Ernst & Young LLP
PO Box 9, Royal Chambers
St Julian’s Avenue,
St Peter Port, Guernsey, GY1 4AF,
Channel Islands.

Legal Advisors (UK Law)

Herbert Smith Freehills LLP
Exchange House, Primrose Street,
London, EC2A 2HS,
United Kingdom.

Registrar and CREST Service Provider

Link Market Services (Guernsey) Limited
(formerly Capita Registrars (Guernsey) Limited)
Mont Crevelt House,
Bulwer Avenue,
St Sampson, Guernsey, GY2 4LH,
Channel Islands,

Annual Report and Audited Financial Statements 31 December 2023
Glossary

Activism/Constructivism
An approach where an investment manager engages
in dialogue with investee companies to suggest
opportunities to enhance value.

Buyback programme
A buyback is when a corporation purchases its own
shares in the stock market.

Capital allocation
Asset and capital allocation are the processes of deciding
where to put money to work in the market.

Corporate credit
A corporate credit strategy typically looks to generate an
attractive return in excess of the current rate of inflation
and an attractive total return, investing in the debt
securities of corporations.

Discount
The discount, typically expressed as a percentage, is the
amount by which the share price is less than the net asset
value per share.

Event-driven
Event-driven refers to an investment strategy where the
investment manager attempts to profit from a company’s
stock mispricing that may typically occur before, during or
after a corporate event.

Long equity
Long equity is an investment strategy that seeks to take a
position in under-priced stocks in the manager’s opinion.
Its counterpart is Short selling, which seeks to profit from
declining prices of over-priced stocks.

Mark to market
Mark to market is an accounting measure based on
valuing assets on their current market price, as opposed
to the historic cost.

Monetary policy
Monetary policy is the action a central bank or a
government can take to influence how much money is in a
country’s economy and how much it costs to borrow.

MSCI World Index
This index includes a collection of stocks of all the
developed markets of the world, as defined by MSCI.

NASDAQ Index
The Nasdaq Composite is an index that measures the
performance of more than 3,000 securities that are all
listed on the tech-focused Nasdaq stock market.

Net equity exposure
Net equity exposure is the difference between a fund’s
long positions and its short positions in its equity
holdings.

Fundamental
Fundamental analysis is a valuation tool used by stock
analysts to determine whether a stock is over- or
undervalued by the market.

Privates
A private investment is an asset that is not listed on a
public exchange, and as a result has a more restricted
ability to be bought and sold.

Hedge basket
A hedge basket is an investment approach designed
to reduce risk or exposure to other asset classes or
currencies by bundling certain securities together and
selling this bundle short (see Short selling).

Inflation
Inflation is a measure of how much more expensive goods
and services have become over a certain time period.

JP Morgan Investment Grade Index
This is an index that measures the performance of fixed-
rate debt markets.

Public listing
A publicly-listed company is one whose shares are traded
on an exchange.

S&P 500 Index
This is a market-capitalisation weighted index of the top
500 publicly traded companies in the U.S.

Short selling
A strategy that attempts to profit from a pessimistic view
of a certain company, in which the investment manager
borrows the security and sells it on the open market,
hoping to buy it back later for a lesser amount.

Structured credit
Mortgage-backed securities and other consumer
asset-backed securities.

THIRD POINT INVESTORS LIMITEDThe Investment Manager
Third Point L.L.C. is the investment manager of Third Point
Investors Limited.

The Master Fund
An exempted company formed under the laws of the
Cayman Islands on 21 October 1996.

The Master Partnership
The Master Fund is a limited partner of Third Point
Offshore Master Fund L.P. (the “Master Partnership”),
an exempted limited partnership under the laws of the
Cayman Islands, of which Third Point Advisors II L.L.C., an
affiliate of the Investment Manager, is the general partner.

Value strategies
Value investing involves a strategy of buying stocks that
seem under-priced relative to their intrinsic value.

The Association of Investment Companies
(AIC) website also features a glossary of
definitions of relevant terms, which can be found
at: https://www.theaic.co.uk/aic/glossary

Annual Report and Audited Financial Statements 31 December 2023Notice of Annual General Meeting

Notice is hereby given that the 2024 Annual General Meeting of the Company will be held at the offices of Northern Trust
International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey,
Channel Islands, on 28 May 2024 at 10:30am BST (the “Meeting”).

Resolution
on Form
of Proxy Agenda

Business to be proposed as Ordinary Resolutions:

1. To receive and adopt the Annual Report and Audited Financial Statements of the Company for the year ended

31 December 2023.

2. To receive and adopt the Directors Remuneration Report as detailed in the Annual Report and Audited

Financial Statements of the Company for the year ended 31 December 2023.

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

Meeting.

4. To authorise the Board of Directors to determine the Auditor’s remuneration.
5. To re-elect Rupert Dorey as a Director of the Company.
6. To re-elect Huw Evans as a Director of the Company.
7. To re-elect Claire Whittet as a Director of the Company.
8. To re-elect Richard Boléat as a Director of the Company.
9. To re-elect Vivien Gould as a Director of the Company.
10. To elect Dimitri Goulandris as a Director of the Company.
11. To elect Liad Meidar as a Director of the Company.

Special Business to be proposed as Special Resolutions:

12. That the Company be authorised in accordance with Section 315 of the Companies Law to make market

acquisitions (within the meaning of section 316 of the Companies Law) 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 the issued Ordinary
share capital of the Company (excluding treasury shares) as at the date of this Annual General Meeting;

ii. the minimum price (exclusive of expenses) which may be paid for a Share shall be $0.01;
iii. the maximum price (exclusive of expenses) which may be paid for a Share shall be 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; (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) 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, or, if earlier, on the expiry of eighteen months from the passing of this resolution, unless such
authority is renewed, varied or revoked by the Company in general meeting 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.

By Order of the Board

For and on behalf of
Northern Trust International Fund Administration Services (Guernsey) Limited
Secretary
22 April 2024

THIRD POINT INVESTORS LIMITED

Notes

1. A member entitled to attend and vote at the meeting may appoint one or more proxies to exercise all or any of the

member’s rights to attend, speak and vote at the meeting. A proxy need not be a member of the Company but must
attend the meeting for the member’s vote to be counted. If a member appoints more than one proxy to attend the
meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the
member. If a member wishes to appoint more than one proxy they may do so at www.signalshares.com.

2. To be effective, the proxy vote must be submitted at www.signalshares.com so as to have been received by the

Company’s registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for
the meeting or any adjournment of it. By registering on the Signal shares portal at www.signalshares.com, you can
manage your shareholding, including:
cast your vote
change your dividend payment instruction
update your address
select your communication preference.

Any power of attorney or other authority under which the proxy is submitted must be returned to the Company’s
Registrars, Link Group, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. If a paper form of
proxy is requested from the registrar, it should be completed and returned to Link Group, PXS 1, Link Group, Central
Square, 29 Wellington Street, Leeds, LS1 4DL to be received not less than 48 hours before the time of the meeting.

3. Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended), the Company has

specified that only those members registered on the register of members of the Company at close of business on
23 May 2024 (the Specified Time) (or, if the meeting is adjourned to a time more than 48 hours after the Specified
Time, by close of business on the day which is two days prior to the time of the adjourned meeting) shall be entitled
to attend and vote at the meeting in respect of the number of shares registered in their name at that time. If the
meeting is adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the
purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the
number of votes they may cast) at the adjourned meeting. Changes to the register of members after the relevant
deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service

may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST
Manual. CREST personal members or other CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be
able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST
message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK &
International Limited’s specifications and must contain the information required for such instruction, as described
in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the
appointment of a proxy, or is an amendment to the instruction given to a previously appointed proxy must, in order to
be valid, be transmitted so as to be received by the Company’s registrars (ID: RA10) by the latest time(s) for receipt
of proxy appointments specified in Note 2 above. For this purpose, the time of receipt will be taken to be the time
(as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer’s
agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST . After this time, any
change of instructions to proxies appointed through CREST should be communicated to the appointee through
other means.

6. CREST members and, where applicable, their CREST sponsors or voting service providers should note that

Euroclear UK & International Limited does not make available special procedures in CREST for any particular
messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST
personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST
sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the
CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com).

Annual Report and Audited Financial Statements 31 December 2023
7. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of

the Uncertificated Securities Regulations 2001 (as amended).

8. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its

behalf all of its powers as a member provided that they do not do so in relation to the same shares.

9. Any electronic address provided either in this Notice or in any related documents may not be used to communicate

with the Company for any purposes other than those expressly stated.

10. If you need help with voting online, or require a paper proxy form, please contact our Registrar, Link Group by email
at shareholderenquiries@linkgroup.co.uk, or you may call Link on 0871 664 0300 if calling from the UK, or +44 (0)
371 664 0300 if calling from outside of the UK. The office is open between 9.00 a.m. – 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Submission of a Proxy vote shall not preclude a member from
attending and voting in person at the meeting in respect of which the proxy is appointed or at any adjournment
thereof. Unless otherwise indicated on the Form of Proxy, CREST or any other electronic voting instruction, the proxy
will vote as they think fit or, at their discretion, withhold from voting.

Explanatory notes:

Resolutions 1 to 11 will be proposed as Ordinary Resolutions and each will require the approval of not less than 50 per
cent. of those members present and voting, whether in person or by proxy, in order to be passed.

Resolution 12 will be proposed as a Special Resolution and will require the approval of not less than 75 per cent. of
those members present and voting, whether in person or by proxy, in order to be passed.

Ordinary Resolution 1 seeks Shareholder ratification of the Annual Report and Audited Financial Statements of the
Company for the year ended 31 December 2023. The Annual Report provides a detailed overview of the Company’s
performance over the financial year ended 31 December 2023 and a projected outlook for the present financial year.

Ordinary Resolution 2 seeks Shareholder ratification of the Directors’ Remuneration Report as detailed in the Annual
Report and Audited Financial Statements of the Company for the year ended 31 December 2023. The Directors’
Remuneration Report describes how the Board has applied the principles relating to Directors’ remuneration and the
amount each individual Director received for the financial year ended 31 December 2023.

Ordinary Resolutions 3 and 4 seek to re-appoint Ernst & Young LLP as the Company’s auditor and to authorise the
Directors to determine the auditor’s remuneration. Members are required to approve the appointment of the Company’s
auditor to hold office until the next annual general meeting of the Company and to give Directors the authority to
determine the auditor’s remuneration. Ernst & Young LLP has expressed their willingness to continue as auditor to
the Company.

Ordinary Resolutions 5 to 9 propose the re-election of Rupert Dorey, Huw Evans, Claire Whittet, Richard Boléat and
Vivien Gould as Directors. Each of these Directors is experienced in the running of the Company and each chairs one of
the Board Committees. Consequently each makes an important contribution to the Company’s long term success.

Ordinary Resolutions 10 and 11 propose the election of Dimitri Goulandris and Liad Meidar following their
appointments to the Board. These new directors will be members of the Strategy Committee which requires a very
particular skill set, including experience in markets, mergers and acquisitions and asset management, which Mr.
Goulandris and Mr. Meidar possess.

Josh Targoff is stepping down at the AGM and not standing for re-election.

Biographical details for the Directors are contained within the Annual Report.

Special Business to be proposed as a Special Resolution:
Special Resolution 12 seeks to renew the authority granted to the Directors pursuant to section 315 of the Companies
Law, enabling the Company to make market purchases (within the meaning of section 316 of the Companies Law) of
its Shares (either for retention as treasury shares for future reissue and resale or transfer, or cancellation). The Board
will use the repurchase authority to assist in managing any excess supply in the market and demand for the Company’s
Shares thereby seeking to reduce the volatility of any discount.

This authority will expire at the conclusion of the next annual general meeting of the Company or on a date which is 18
months from the date of passing of this resolution (whichever is earlier) and it is the present intention of the Directors to
seek a similar authority annually.

THIRD POINT INVESTORS LIMITEDRECOMMENDATION
The Board considers that the proposals and subjects of all the resolutions are in the best interests of the shareholders
as a whole. Accordingly, the Board recommends to members that they vote in favour of all of the resolutions to be
proposed at the forthcoming Annual General Meeting.

Annual Report and Audited Financial Statements 31 December 2023Legal Information

Third Point Investors Limited (“TPIL”) is a feeder fund listed on the London Stock Exchange that invests substantially all of its assets in Third Point Offshore
Fund, Ltd (“Third Point Offshore”). Third Point Offshore is managed by Third Point LLC (“Third Point” or “Investment Manager”), an SEC-registered investment
adviser headquartered in New York.

Unless otherwise noted, all performance, portfolio exposure and other portfolio data included herein relates to the Third Point Offshore Master Fund L.P. (the
“Fund”). Exposures are categorised in a manner consistent with the Investment Manager’s classifications for portfolio and risk management purposes.

Past performance is not necessarily indicative of future results, and there can be no assurance that the Funds will achieve results comparable to those of prior
results, or that the Funds will be able to implement their respective investment strategy or achieve investment objectives or otherwise be profitable.

This document is being furnished to you on a confidential basis to provide summary information regarding a potential investment in the Funds and may not be
reproduced or used for any other purpose. Your acceptance of this document constitutes your agreement to (i) keep confidential all the information contained
in this document, as well as any information derived by you from the information contained in this document (collectively, “Confidential Information”) and
not disclose any such Confidential Information to any other person, (ii) not use any of the Confidential Information for any purpose other than to consider an
investment in the Funds, (iii) not use the Confidential Information for purposes of trading any security, (iv) not copy this document without the prior written
consent of Third Point and (v) promptly return this document and any copies hereof to Third Point, or destroy any electronic copies hereof, in each case upon
Third Point’s request (except that you may retain copies as required by your compliance program). The distribution of this document in certain jurisdictions
may be restricted by law. Prospective investors should inform themselves as to the legal requirements and tax consequences of an investment in the Funds
within the countries of their citizenship, residence, domicile and place of business.

All profit and loss or performance results are based on the net asset value of fee-paying investors only and are presented net of management fees, brokerage
commissions, administrative expenses, any other expenses of the Funds, and accrued incentive allocation, if any, and include the reinvestment of all dividends,
interest, and capital gains. From Fund inception through December 31, 2019, each the Fund’s historical performance has been calculated using the actual
management fees and incentive allocations paid by the Fund. The actual management fees and incentive allocations paid by the Fund reflect a blended rate
of management fees and incentive allocations based on the weighted average of amounts invested in different share classes subject to different management
fee and/or incentive allocation terms. Such management fee rates have ranged over time from 1% to 3% (in addition to leverage factor multiple, if applicable)
per annum. The amount of incentive allocations applicable to any one investor in the Fund will vary materially depending on numerous factors, including
without limitation: the specific terms, the date of initial investment, the duration of investment, the date of withdrawal, and market conditions. As such, the net
performance shown for the Fund from inception through December 31, 2019 is not an estimate of any specific investor’s actual performance. During this
period, had the highest management fee and incentive allocation been applied solely, performance results would likely be lower. For the period beginning
January 1, 2020, each Fund’s historical performance shows indicative performance for a new issues eligible investor in the highest management fee (2% per
annum), in addition to leverage factor multiple, if applicable, and incentive allocation rate (20%) class of the Fund, who has participated in all side pocket private
investments (as applicable) from March 1, 2021 onward. An individual investor’s performance may vary based on timing of capital transactions. The market
price for new issues is often subject to significant fluctuation, and investors who are eligible to participate in new issues may experience significant gains or
losses. An investor who invests in a class of Interests that does not participate in new issues may experience performance that is different, perhaps materially,
from the performance reflected above due to factors such as the performance of new issues. The inception date for Third Point Offshore Fund, Ltd. is
December 1, 1996, Third Point Partners L.P. is June 1, 1995, Third Point Partners Qualified L.P. is January 1, 2005, Third Point Ultra Ltd. is May 1, 1997, and Third
Point Ultra Onshore LP is January 2019. All performance results are estimates and should not be regarded as final until audited financial statements are issued.

While the performances of the Funds have been compared here with the performance of well-known and widely recognised indices, the indices have not been
selected to represent an appropriate benchmark for the Funds whose holdings, performance and volatility, among other things, may differ significantly from the
securities that comprise the indices. Investors cannot invest directly in an index (although one can invest in an index fund designed to closely track such index).
Indices performance includes reinvestment of dividends and other earnings, if any.

All information provided herein is for informational purposes only and should not be deemed as a recommendation or solicitation to buy or sell securities
including any interest in any fund managed or advised by Third Point. All investments involve risk including the loss of principal. This transmission is
confidential and may not be redistributed without the express written consent of Third Point LLC and does not constitute an offer to sell or the solicitation of an
offer to purchase any security or investment product. Any such offer or solicitation may only be made by means of delivery of an approved confidential offering
memorandum. Nothing in this presentation is intended to constitute the rendering of “investment advice,” within the meaning of Section 3(21)(A)(ii) of ERISA, to
any investor in the Funds or to any person acting on its behalf, including investment advice in the form of a recommendation as to the advisability of acquiring,
holding, disposing of, or exchanging securities or other investment property, or to otherwise create an ERISA fiduciary relationship between any potential
investor, or any person acting on its behalf, and the Funds, the General Partner, or the Investment Manager, or any of their respective affiliates.

Specific companies or securities shown in this presentation are for informational purposes only and meant to demonstrate Third Point’s investment style
and the types of industries and instruments in which the Funds invest and are not selected based on past performance. The analyses and conclusions of
Third Point contained in this presentation include certain statements, assumptions, estimates and projections that reflect various assumptions by Third
Point concerning anticipated results that are inherently subject to significant economic, competitive, and other uncertainties and contingencies and have
been included solely for illustrative purposes. No representations, express or implied, are made as to the accuracy or completeness of such statements,
assumptions, estimates or projections or with respect to any other materials herein. Third Point may buy, sell, cover or otherwise change the nature, form or
amount of its investments, including any investments identified in this letter, without further notice and in Third Point’s sole discretion and for any reason. Third
Point hereby disclaims any duty to update any information in this letter.

Information provided herein, or otherwise provided with respect to a potential investment in the Funds, may constitute non-public information regarding Third
Point Investors Limited, a feeder fund listed on the London Stock Exchange, and accordingly dealing or trading in the shares of the listed instrument on the
basis of such information may violate securities laws in the United Kingdom, United States and elsewhere.

While Third Point believes the information in this presentation to be accurate, no reliance on this presentation should be placed. The information contained
herein is subject to change without notice. An offer to invest in the Funds will only be made pursuant to the confidential private placement memorandum (the
“PPM”), the Fund’s limited partnership agreement (as applicable), and the Fund’s subscription agreement, subject to any disclaimers, terms and conditions
contained therein. Investors are encouraged to read the PPM and consult with their own advisers before deciding whether to invest in the Funds and
periodically thereafter. Third Point will not accept new subscriptions into Third Point Partners L.P. and Third Point Partners Qualified L.P. from any non-US
investor unless otherwise permissible under applicable law.

The representative in Switzerland is FundRock Switzerland SA, Route de Cité-Ouest 2, 1196 Gland, Switzerland. The paying agent in Switzerland is BCGE. The
Prospectus/Offering Memorandum, the Articles of Association and audited financial statements of those funds available in Switzerland can be obtained free
of charge from the representative in Switzerland. The place of performance and jurisdiction is the registered office of the representative in Switzerland with
regards to the Shares distributed in and from Switzerland.

THIRD POINT INVESTORS LIMITED6

Annual Report and Audited Financial Statements 31 December 2023T

THIRD POINT INVESTORS LIMITED