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Third Quarter 2021 Investor Letter

October 27, 2021

Dear Investor:

During the Third Quarter, Third Point returned +12.5% in the flagship Offshore Fund,
bringing year to date returns to +29.5%.

Q3* YTD* ANNUALIZED RETURN†

THIRD POINT OFFSHORE FUND, LTD. 12.5% 29.5% 15.5%

CS HF EVENT-DRIVEN INDEX 1.8% 13.4% 7.3%

S&P 500 INDEX (TR) 0.6% 15.9% 9.3%

MSCI WORLD INDEX (TR) 0.1% 13.4% 7.8%

* Through September 30, 2021. Please note there is a one-month lag in performance reflected for the CS HF Event-Driven Index compared to Third
Point funds, the S&P 500 Index and the MSCI World Index.
† Annualized Return from inception (December 1996 for TP Offshore and quoted indices.

The top five winners for the quarter were Upstart Holdings, Inc., SentinelOne, Inc., Prudential
PLC, Danaher Corp, and Avantor, Inc. The top five losers for the quarter were Paysafe Ltd.,
Social Finance, Inc., Didi Global Inc., Uber Technologies Inc., and Burlington Stores Inc.

Our top winners on a percentage basis in Q3 were our two largest positions; Upstart, up
153%, and SentinelOne, up 26%, as public market investors rewarded both companies’
disruptive business models and high-growth trajectories. Upstart has started to upend the
FICO-dependent, $84 billion unsecured personal loan market with its AI-driven
underwriting approach and is ramping up its footprint in the $685 billion auto lending
market. In its most recent earnings report, the company raised its full-year revenue
estimates by 25%. We expect SentinelOne to grow rapidly and continue to gain market share
over the next decade as flexible work patterns, cloud adoption, and IoT create more security
vulnerabilities. This market is still dominated by legacy vendors whose solutions pale when
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compared to SentinelOne’s autonomous, machine-learning based security, which is taking
share and helping the company grow annual recurring revenue by more than 100% year-
over-year.

2021 has been a good year for our portfolio and markets. Risk assets have climbed a wall of
worry as easy financial conditions and post-vaccine enthusiasm created a favorable market
backdrop. Looking ahead to 2022, we remain constructive but increasingly cautious, as the
tapering of fiscal and monetary stimulus should reduce support for asset prices. On the
positive side, consumer balance sheets remain robust and inventories low, allowing for sell-
in, and transitory supply shocks should resolve over the next few quarters.

We expect uneven results in the near-term as companies contend with supply, labor, and
logistical headwinds. The retail holiday season looks challenging, and notions of what
constitutes pricing power at the micro level will show through results as we monitor the path
of PPI versus CPI. We are looking for market shifts based on recent actions in China and
watching how the path of interest rates and the dollar may impact financial conditions. We
have increased the number of single name shorts in our portfolio and expect to take
advantage of dislocations in quality and compounder equities.

Return of “Event-Driven” Investing

In our Second Quarter letter, we wrote that event-driven situations looked interesting again,
and our portfolio now reflects this view. Four positions are worth highlighting:

Vivendi: Third Point made an investment in Q1 in shares of Vivendi, the European media
conglomerate. We were attracted by the industry-leading position of its crown jewel asset,
Universal Music Group, and the announced separation of that asset as a standalone
entity. Our upside calculation was underpinned by a sum-of-the parts analysis and an
understanding of the company’s disparate assets. Third Point’s involvement was rumored
in the press but in deference to our engagement with the company during a delicate time this
Spring, we chose to keep our conversations about tax structure and corporate governance
surrounding the spin private. We were pleased that Vivendi’s controlling shareholder,
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Vincent Bolloré, chose to take meaningful steps forward on governance for the new UMG
entity, including commitments for an independent board and the equal treatment of
shareholders. We believe these steps eased investor concerns about UMG’s corporate
governance that may otherwise have created an overhang in the stock, contributing to UMG’s
successful listing in late September.

Dell: Michael Dell has created substantial value for shareholders since re-listing the
company several years ago. Earlier this year, Dell Technologies announced that it would be
spinning its $50 billion stake in VMWare, which we believe will unlock the underappreciated
value of the Dell server and PC businesses. Dell’s best attribute has been strong free cash
flow generation, which the company has used to de-lever and create significant latent value
for equity holders. Looking ahead, we believe this core Dell business, which still trades at a
discount to its hardware peer group, should instead command a premium multiple thanks to
its leading market share, profitability, and impressive execution. There are few large cap
companies which possess a nearly 10% FCF yield, 2.5% dividend yield and 1.5x leverage
ratio; Dell is one of them.

Entain: MGM’s failed approach to acquire Entain in January gave us the opportunity to study
this iGaming leader ahead of the July expiry of the U.K.’s six month “cooling off” window. We
gained an appreciation for the valuable BetMGM JV stake as well as Entain’s vertically
integrated tech stack. The shares appeared to offer attractive value without pricing in the
prospect for a bid; in short, we thought there was cheap optionality. Entain’s shares rose
after DraftKings approached the company in September and remain above pre-offer levels,
despite the recent withdrawal of interest, validating the company’s standalone value. It is
uncommon to see one company receive two unique bids in the same calendar year, and we
think this bodes favorably for Entain’s business and strategic value.

Prudential PLC: During the quarter, Prudential successfully completed its previously
announced spin-off of Jackson National and raised additional equity in Asia for the remaining
Pru-Asia business. We are pleased to see the value gap begin to close but see considerable

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additional appreciation potential as Asian-domiciled and other global investors begin to fully
appreciate its significant discount to its peers, excellent franchise, and growth potential.

New Position: Royal Dutch Shell

Third Point initiated a position in Royal Dutch Shell (“Shell”) during the second and third
quarters. The past two years have been especially challenging for Shell shareholders due to
a major dividend cut and well-publicized court case that ordered changes to Shell’s business
model. Stepping back further, it has been a difficult two decades for shareholders, with
annualized stock returns of just 3% and decreasing returns on invested capital. However,
despite the current sour sentiment, we see opportunity for improvement across the board
at Shell.

Shell is one of the cheapest large cap stocks in the world, trading at under 4x next year’s
EBITDA and ~8x earnings at “strip” prices. It also trades at a ~35% discount on most metrics
to peers ExxonMobil and Chevron despite Shell’s higher quality and more sustainable
business mix. Compared to its peers, Shell generates a much larger percentage of its cash
flow and earnings from stable businesses that have a major role to play in the energy
transition. For example, Shell is the largest global player in liquified natural gas (“LNG”),
which is a critical transition fuel to move off carbon intensive coal-fired power generation.
In 2022, we expect the company’s energy transition businesses (LNG, Renewables and
Marketing) to generate EBITDA of over $25 billion with sustaining capex of only $5 billion.
These businesses account for just over 40% of Shell’s EBITDA but would likely support
Shell’s entire enterprise value if they were a standalone company. At the current share price,
we believe investors are getting the remaining ~60% of EBITDA (upstream, refining and
chemicals) for free.

Management has been gradually divesting assets that are not aligned with a low-carbon
future such as upstream and refining. This is perhaps most evident in Shell’s refining
business where the company went from owning 54 refineries in 2004 to only five (by year-
end.) This is a remarkable accomplishment. Shell’s massive dividend cut and other asset
sales (e.g. Permian) have left it with an under-levered balance sheet with year-end 2021 net
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debt to EBITDA of well below 1x. This positions Shell to return capital earlier and more
aggressively than peers.

Given all these positive attributes, why can’t Shell attract investor interest? In our view, Shell
has too many competing stakeholders pushing it in too many different directions, resulting
in an incoherent, conflicting set of strategies attempting to appease multiple interests but
satisfying none. Some shareholders want Shell to invest aggressively in renewable energy.
Other shareholders want it to prioritize return of capital and enjoy the exposure to legacy oil
and gas. Some investors think Shell should shrink to grow, while we suspect some within
Shell seem sentimentally attached to its “super major” legacy. Some governments want Shell
to decarbonize as rapidly as possible. Other governments want it to continue to invest in oil
and gas to keep energy prices affordable for consumers. Europe paradoxically wants both!

Shell’s board and management have responded to this with incrementalism and attempts to
“do it all.” As the saying goes, you can’t be all things to all people. In trying to do so, Shell has
ended up with unhappy shareholders who have been starved of returns and an unhappy
society that wants to see Shell do more to decarbonize.

Shell’s board can and must move faster. We believe all stakeholders would benefit from a
plan to:
1. Optimize Shell’s corporate structure to reduce cost of capital and allow it to more
aggressively invest in decarbonization;
2. Match its business units with unique shareholder constituencies who may be
interested in different things (return of capital vs. growth; legacy energy vs. energy
transition);
3. Allow each of its business units to more nimbly and effectively react to market and
environmental policy developments.

This should involve the creation of multiple standalone companies. For example, a
standalone legacy energy business (upstream, refining and chemicals) could slow capex
beyond what it has already promised, sell assets, and prioritize return of cash to

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shareholders (which can be reallocated by the market into low-carbon areas of the
economy). A standalone LNG/Renewables/Marketing business could combine modest cash
returns with aggressive investment in renewables and other carbon reduction technologies
(and this business would benefit from a much lower cost of capital). Pursuing a bold strategy
like this would likely lead to an acceleration of CO2 reduction as well as significantly
increased returns for shareholders, a win for all stakeholders.

Many ESG investors employ a strategy of buying companies that already have a clean bill of
health. A lesson from our prior engagements is that it is often most impactful to invest in
companies where the opportunity for positive change is the greatest. While daunting, there
is perhaps no bigger ESG opportunity than in “Big Oil”, and specifically, at Royal Dutch Shell.
We are early in our engagement with the company but are confident that Shell’s board and
management can formulate a plan to accelerate decarbonization while simultaneously
improving returns for its long-suffering shareholders.

UnitedHealth
UnitedHealth is one of the largest healthcare companies in the world and a market leader in
both its insurance and healthcare services (Optum) businesses. We initiated our position
during the 2020 Presidential election at a time of heightened political and regulatory
uncertainty.

We believe under its new CEO, Andrew Witty, UnitedHealth can not only preserve its market
dominance and sustain industry-leading growth rates across most of its key segments but
also enter new healthcare services markets. Witty is known as a mission-driven CEO who
clearly articulates his view that providing high-quality, affordable health care services is a
social good. He receives consistently high marks from former colleagues, and we believe that
his leadership approach will ballast and even strengthen UNH’s already impressive
management and employee ranks. The insurance and services businesses are synergistic
and complementary, which entrenches United’s critical role in care financing, access, and
management. This dynamic gives us confidence in the durability of United’s market
leadership.
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United’s core capabilities across insurance underwriting, cost and clinical datasets, provider
care management, and PBM assets – undergirded by an advanced IT infrastructure – bolster
their competitive advantage in providing the most robust insurance benefits at the lowest
cost. United is also an early adopter of the technology across a variety of care settings such
as telemedicine, digital therapeutics, and continuous glucose monitoring technology for their
diabetic type 2 population. This provides better tools and care to patients and gives United
better visibility on patient health, which leads to better cost control via early intervention.

Driven by UNH’s higher-growth businesses like Medicare Advantage (MA) and value-based
care MA clinics, as well as strong visibility on growth acceleration post-Covid, we expect the
company’s multiple to rise significantly as investors see a path to sustained mid-teens
earnings growth. We believe the stock can double in the next three to four years as we see
durability of EPS in the mid-teens supported by a high single digit FCF yield while trading in-
line with the market.

Private Investment: Rivian

We first took notice of Rivian after its spectacular launch at the L.A. Auto Show in 2018 when
it announced two beautifully designed electric off-road vehicles: the R1T truck and the R1S
SUV. Rivian is the brainchild of RJ Scaringe, an engineer with a master’s and a doctorate from
MIT. We had the opportunity to meet RJ in early 2020 and were deeply impressed by his
charismatic vision and approach to designing a new type of automotive company.

A car enthusiast with a passion to conserve the environment for future generations, RJ has
built a company that is shifting consumer mindsets about what battery electric vehicles can
be. The R1T, which officially launched in September 2021, has received rave reviews, with
Motor Trend calling it the “future of the pickup truck.” The clean sheet, technology-focused
vehicle eliminated long-accepted compromises and delivers an experience that harnesses
humanity’s innate adventurous spirit in an environmentally friendly way.

Recognizing that personal ownership of vehicles will give way to ride-sharing in the future,
Rivian also has the ambition to be major solutions provider to centrally managed fleets. They
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prudently initiated a relationship with Amazon to develop a range of commercial delivery
vans that leverages the same core electric skateboard platform as the R1S/R1T. Amazon has
an initial 100,000 vehicle order with Rivian (the largest backlog/order for any electric
vehicle company ever at the time) and is also a major investor in Rivian. As Amazon seeks
to become a dominant player in logistics while being carbon neutral, we believe that Rivian
will be their end-to-end fleet provider of choice.

When we learned that Rivian was doing a fund-raising round in late 2020, we expressed our
interest and secured a small investment. More importantly, we spent time with RJ and his
team. When Rivian did a pre-IPO convert round in July 2021, we were able to participate in
a more meaningful way. Rivian recently filed its S-1 and is on track to go public by year-end.

Rivian stands out with a compelling brand, an excellent first vehicle, and a unique
partnership with Amazon that allows them to scale quickly. They are taking full advantage
of the direct-to-consumer model/digital ecosystem to attack the full lifetime revenue
potential from vehicles rather than simply an upfront sale. After recently spending a full day
with RJ and his team in Normal, Illinois and driving the R1T, we are confident that they are
best in class in every way: vision, strategy, talent, execution, partnerships and
amount/quality of capital raised so far. The R1T knocked it out of the park, and we are
excited to invest with Rivian to support its mission to keep the world adventurous forever.

Business Updates

We recently welcomed three new investment professionals to the team. Their biographies
are below:

Robert Hou joined our team as Head of Insurance Solutions to develop investment strategies
and manage portfolios for our insurance clients. Prior to joining Third Point, Mr. Hou was a
portfolio manager at Blackstone in the Insurance Solutions business. His background
includes FIG Investment Banking and Corporate Development at BlackRock, Deutsche Bank
and Merrill Lynch. Mr. Hou graduated from Stanford University with a B.A. in Economics.
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Daniel Lee joined our Structured Credit group. Prior to joining Third Point, Mr. Lee was in-
house counsel at Nomura Securities International, Inc. covering securitized products. Mr.
Lee spent five years as a structured finance associate at Weil, Gotshal & Manges LLP and four
years as an associate at Cadwalader, Wickersham & Taft LLP. Mr. Lee graduated with a J.D.
from Washington & Lee School of Law and holds a B.A. from Binghamton University.

Luana Majdalani joined our equity team as an analyst. Prior to joining Third Point, she
worked at Blackstone in private equity. She started her career at Evercore Partners in its
merger & acquisitions advisory group. Ms. Majdalani graduated with a Master in Financial
Mathematics from Princeton University and holds a BSc in Economics from the University
College London (UCL).

Sincerely,

Daniel S. Loeb

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All performance results are based on the NAV of fee paying investors only and are presented net of management fees, brokerage
commissions, administrative expenses, and accrued performance allocation, if any, and include the reinvestment of all dividends, interest,
and capital gains. While performance allocations are accrued monthly, they are deducted from investor balances only annually or upon
withdrawal. The performance results represent fund-level returns, and are not an estimate of any specific investor’s actual performance,
which may be materially different from such performance depending on numerous factors. 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 a well-known and widely recognized index,
the index has not been selected to represent an appropriate benchmark for the Funds whose holdings, performance and volatility may
differ significantly from the securities that comprise the index. Investors cannot invest directly in an index (although one can invest in
an index fund designed to closely track such index).

Past performance is not necessarily indicative of future results. All information provided herein is for informational purposes only and
should not be deemed as a recommendation to buy or sell securities. 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.

Specific companies or securities shown in this presentation are meant to demonstrate Third Point’s investment style and the types of
industries and instruments in which we 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.

This letter may include performance and other position information relating to once activist positions that are no longer active but for
which there remain residual holdings managed in a non-engaged manner. Such holdings may continue to be categorized as activist
during such holding period for portfolio management, risk management and investor reporting purposes, among other things.

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 that fund on the basis of such information may violate securities laws in the United Kingdom and elsewhere.

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