Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Filed by the registrant x                            Filed by a party other than the registrant ¨

Check the appropriate box:

 

¨ Preliminary proxy statement

 

¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e) (2))

 

¨ Definitive proxy statement.

 

x Definitive additional materials.

 

¨ Soliciting material pursuant to Section 240.14a-12

 

 

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

 

(Name of Registrant as Specified in Its Charter)

 

 

  

 

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

 

Payment of filing fee (check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11/

 

  1. Title of each class of securities to which transaction applies:

 

 

  2. Aggregate number of securities to which transaction applies:

 

 

  3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

  4. Proposed maximum aggregate value of transaction:

 

 

  5. Total fee paid:

 

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

  1. Amount Previously Paid:

 

 

  2. Form, Schedule or Registration Statement No.:

 

 

  3. Filing Party:

 

 

  4. Date Filed:

 

 


LOGO

You are receiving this communication because you hold

shares in the above named company.

This is not a ballot. You cannot use this notice to vote

these shares. This communication presents only an

overview of the more complete proxy materials that are

available to you on the Internet. You may view the proxy

materials online at www.proxyvote.com or easily request a

paper copy (see reverse side).

We encourage you to access and review all of the

important information contained in the proxy materials

before voting.

*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials

See the reverse side of this notice to obtain

proxy materials and voting instructions.

Meeting Information

Meeting Type:

For holders as of:

Date: Time:

Location:

0000053824_1 R2.09.05.010

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

ATTN: MARTIN RUSSELL

110 PITTS BAY ROAD

PEMBROKE HM08BERMUDA

Annual Meeting

March 12, 2010

May 04, 2010 10:30 AM LST

110 Pitts Bay Rd.

Hamilton, Bermuda


LOGO

How To Vote

Please Choose One of The Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession

of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special

requirements for meeting attendance. At the Meeting you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12 Digit Control Number available

and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Before You Vote

How to Access the Proxy Materials

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment

advisor. To facilitate timely delivery please make the request as instructed above on or before

Proxy Materials Available to VIEW or RECEIVE:

How to View Online:

Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for

requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET: www.proxyvote.com

2) BY TELEPHONE: 1-800-579-1639

3) BY E-MAIL*: sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the

following page) in the subject line.

0000053824_2 R2.09.05.010

1. Notice & Proxy Statement 2. Form 10-K

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment

advisor. Please make the request as instructed above on or before April 20, 2010 to facilitate timely delivery.


LOGO

Voting items

0000053824_3 R2.09.05.010

The Board of Directors recommends that you

vote FOR the following:

1. Election of Directors

Nominees

01 F. Sedgwick Browne 02 Hector De Leon 03 John H. Tonelli

The Board of Directors recommends you vote FOR the following proposal(s):

2 To consider and approve an amendment and restatement of Argo Group’s Bye-Laws.

3 To consider and approve the recommendation of our Board of Directors that Ernst & Young LLP be appointed as

our independent auditors for the fiscal year ending December 31,2010 and to refer the determination of the

independent auditors’ remuneration to the Audit Committee of our Board of Directors.

NOTE: WHETHER YOU PLAN TO BE PRESENT AT THE ANNUAL GENERAL MEETING OR NOT, YOU ARE REQUESTED TO SUBMIT YOUR PROXY

EITHER ELECTRONICALLY OR, BY COMPLETING, SIGNING AND RETURNING THIS PROXY CARD TO ENSURE THAT THESE SHARES WILL BE

REPRESENTED. The vote of each shareholder is important. Information about accessing the proxy materials is

contained on the reverse side. We urge you to access the proxy materials on the Internet or to request an email or

a paper copy of them as promptly as possible. This will ensure that you will be able to complete your proxy card

in a timely manner so that these shares will be voted at the Annual General Meeting.