Sec Form 13D Filing - FAIRFAX FINANCIAL HOLDINGS LTD filing for KENNEDY-WILSON HOLDINGS, INC. (KW) - 2023-12-08

 

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Kennedy-Wilson Holdings, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

 

489398107

(CUSIP Number)

 

Peter Clarke

President and Chief Operating Officer

Fairfax Financial Holdings Limited

95 Wellington Street West, Suite 800

Toronto, Ontario, Canada, M5J 2N7

Telephone: (416) 367-4941

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

- With a copy to -

 

Jason R. Lehner

Sean J. Skiffington

Ryan E. Robski

Shearman & Sterling LLP

Commerce Court West

199 Bay Street, Suite 4405

Toronto, Ontario M5L 1E8

Telephone (416) 360-8484

 

December 6, 2023

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) V. PREM WATSA
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization CanadIAN
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 31,320,470
			9		Sole Dispositive Power
			10		Shared Dispositive Power 31,320,470
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 31,320,470
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 19.9%
	14	Type of Reporting Person IN

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The Second 810 Holdco Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 31,320,470
			9		Sole Dispositive Power
			10		Shared Dispositive Power 31,320,470
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 31,320,470
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 19.9%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The Second 1109 Holdco Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 31,320,470
			9		Sole Dispositive Power
			10		Shared Dispositive Power 31,320,470
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 31,320,470
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 19.9%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The Sixty Two Investment Company Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization British Columbia
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 31,320,470
			9		Sole Dispositive Power
			10		Shared Dispositive Power 31,320,470
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 31,320,470
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 19.9%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 12002574 Canada Inc.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 31,320,470
			9		Sole Dispositive Power
			10		Shared Dispositive Power 31,320,470
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 31,320,470
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 19.9%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Fairfax Financial Holdings Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 31,320,470
			9		Sole Dispositive Power
			10		Shared Dispositive Power 31,320,470
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 31,320,470
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 19.9%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FFHL Group Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 29,248,389
			9		Sole Dispositive Power
			10		Shared Dispositive Power 29,248,389
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 29,248,389
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 18.6%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Fairfax (US) Inc.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
;
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 21,601,039
			9		Sole Dispositive Power
			10		Shared Dispositive Power 21,601,039
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 21,601,039
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 13.7%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX (BARBADOS) INTERNATIONAL CORP.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization BARBADOS
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 616,903
			9		Sole Dispositive Power
			10		Shared Dispositive Power 616,903
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 616,903
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.4%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) WENTWORTH INSURANCE COMPANY LTD.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization BARBADOS
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 616,903
			9		Sole Dispositive Power
			10		Shared Dispositive Power 616,903
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 616,903
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.4%
	14	Type of Reporting Person CO

 

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CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 3,152,675
			9		Sole Dispositive Power
			10		Shared Dispositive Power 3,152,675
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,152,675
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 2.0%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Insurance Holdings Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 3,152,675
			9		Sole Dispositive Power
			10		Shared Dispositive Power 3,152,675
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,152,675
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 2.0%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Syndicates Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 1,433,806
			9		Sole Dispositive Power
			10		Shared Dispositive Power 1,433,806
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,433,806
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.9%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Reinsurance (Bermuda) Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Bermuda
Number of Shares Beneficially Owned by Each R eporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 1,718,869
			9		Sole Dispositive Power
			10		Shared Dispositive Power 1,718,869
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,718,869
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 1.1%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Odyssey US Holdings Inc.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 12,156,496
			9		Sole Dispositive Power
			10		Shared Dispositive Power 12,156,496
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,156,496
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 7.7%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Odyssey Group Holdings, Inc.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 12,156,496
			9		Sole Dispositive Power
			10		Shared Dispositive Power 12,156,496
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,156,496
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 7.7%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Odyssey Reinsurance Company
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Connecticut
Number of Shares Beneficially Owned by Each Reporting Per son With:			7		Sole Voting Power
			8		Shared Voting Power 12,028,530
			9		Sole Dispositive Power
			10		Shared Dispositive Power 12,028,530
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,028,530
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 7.6%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE HOLDINGS UK LIMITED
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 1,058,741
			9		Sole Dispositive Power
			10		Shared Dispositive Power 1,058,741
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,058,741
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.7%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE CORPORATE NAME LIMITED
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization ENGLAND and Wales
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 804,925
			9		Sole Dispositive Power
			10		Shared Dispositive Power 804,925
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 804,925
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.5%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE INSURANCE COMPANY LIMITED
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization ENGLAND AND WALES
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 253,816
			9		Sole Dispositive Power
			10		Shared Dispositive Power 253,816
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 253,816
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.2%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CRUM & FORSTER HOLDINGS CORP.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 4,641,526
			9		Sole Dispositive Power
			10		Shared Dispositive Power 4,641,526
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,641,526
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 2.9%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) UNITED STATES FIRE INSURANCE COMPANY
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 4,641,526
			9		Sole Dispositive Power
			10		Shared Dispositive Power 4,641,526
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,641,526
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 2.9%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE NORTH RIVER INSURANCE COMPANY
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 2,320,763
			9		Sole Dispositive Power
			10		Shared Dispositive Power 2,320,763
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,320,763
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 1.5%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Zenith National Insurance Corp.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 670,822
			9		Sole Dispositive Power
			10		Shared Dispositive Power 670,822
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 670,822
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.4%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Zenith Insurance Company
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 670,822
			9		Sole Dispositive Power
			10		Shared Dispositive Power 670,822
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 670,822
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.4%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Resolution Group Reinsurance (Barbados) Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Barbados
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 4,132,195
			9		Sole Dispositive Power
			10		Shared Dispositive Power 4,132,195
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,132,195
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 2.6%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE GENERAL INSURANCE CORPORATION
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 0
			9		Sole Dispositive Power
			10		Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.0%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE FINANCIAL CORPORATION
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 3,877,772
			9		Sole Dispositive Power
			10		Shared Dispositive Power 3,877,772
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,877,772
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 2.5%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 1102952 B.C. Unlimited Liability Company
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization British Columbia
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 8,838,257
			9		Sole Dispositive Power
			10		Shared Dispositive Power 8,838,257
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,838,257
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 5.6%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company Holdings, Ltd
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 8,838,257
			9		Sole Dispositive Power
			10		Shared Dispositive Power 8,838,257
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,838,257
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 5.6%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD ASSURANCE COMPANY (EUROPE) DAC
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization IRELAND
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 616,903
			9		Sole Dispositive Power
			10		Shared Dispositive Power 616,903
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 616,903
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.4%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company Holdings I, Ltd
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 8,838,257
			9		Sole Dispositive Power
			10		Shared Dispositive Power 8,838,257
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,838,257
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 5.6%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company, Ltd
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 8,838,257
			9		Sole Dispositive Power
			10		Shared Dispositive Power 8,838,257
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,838,257
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 5.6%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Holdings (Ireland) Ltd
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 8,838,257
			9		Sole Dispositive Power
			10		Shared Dispositive Power 8,838,257
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,838,257
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 5.6%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Holdings (U.S.) Inc.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 8,221,354
			9		Sole Dispositive Power
			10		Shared Dispositive Power 8,221,354
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,221,354
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in R ow (11) 5.2%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Insurance Company
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization New Hampshire
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 8,221,354
			9		Sole Dispositive Power
			10		Shared Dispositive Power 8,221,354
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,221,354
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 5.2%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) AW Underwriters Inc.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 2,189,395
			9		Sole Dispositive Power
			10		Shared Dispositive Power 2,189,395
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,189,395
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 1.4%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD SPECIALTY INSURANCE COMPANY
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 2,189,395
			9		Sole Dispositive Power
			10		Shared Dispositive Power 2,189,395
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,189,395
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 1.4%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD SURPLUS LINES INSURANCE COMPANY
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization ARKANSAS
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 664,940
			9		Sole Dispositive Power
			10		Shared Dispositive Power 664,940
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 664,940
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.4%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company (U.S.) Inc.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 996,104
			9		Sole Dispositive Power
			10		Shared Dispositive Power 996,104
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 996,104
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.6%
	14	Type of Reporting Person CO

 

CUSIP No. 489398107
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CRC REINSURANCE LIMITED
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization BARBADOS
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 616,903
			9		Sole Dispositive Power
			10		Shared Dispositive Power 616,903
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 616,903
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.4%
	14	Type of Reporting Person CO

< !-- Field: Page; Sequence: 43 -->

 

Explanatory note

 

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on November 8, 2022 (as amended and supplemented prior to the date hereof, the “Original Schedule 13D” and, as amended and supplemented by this Amendment No. 3, the “Schedule 13D”). The class of securities to which this statement relates is the Common Stock, $0.0001 par value (“Shares”), of Kennedy-Wilson Holdings, Inc. (“Kennedy-Wilson”). The address of the principal executive offices of Kennedy-Wilson is 151 S El Camino Drive, Beverly Hills, CA 90212.

 

This Amendment No. 3 is filed in connection with one or more of the Reporting Persons entering into the SPA Amendments (as defined below).

 

The following amendments to Items 4, 5, 6 and 7 of the Original Schedule 13D are hereby made:

 

Item 4.

Purpose of Transaction.

 

Item 4 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

“The Reporting Persons acquired the securities of Kennedy-Wilson held by them, including the Shares beneficially owned by them, for investment purposes. One or more entities affiliated with Fairfax, including one or more of the Reporting Persons, may determine to purchase additional securities of Kennedy-Wilson in the open market or otherwise, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. While none of the Reporting Persons has any present plans to sell any Shares or other securities of Kennedy-Wilson, one or more of them could determine, based upon the same set of factors listed above with respect to purchases, to sell some or all of such securities. Otherwise, the Reporting Persons have no present intention to effect any of the transactions specified in Item 4 of Schedule 13D.”

 

Item 5.

Interest in the Securities of the Issuer.

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

“(a)         Based on the most recent information available, the aggregate number and percentage of Shares (the securities identified by Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

 

The percentage of Shares beneficially owned by each of the Reporting Persons was calculated based on 157,389,298 Shares deemed to be outstanding pursuant to Rule 13d-3, comprised of 139,390,837 Shares reported by Kennedy-Wilson to be issued and outstanding as of October 31, 2023 and 17,998,461 Shares underlying warrants and beneficially owned by the Reporting Persons.

 

(b)          The numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

 

 

(c)           Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in the Annexes hereto, beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.

 

(d)           No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than each of the Reporting Persons.

 

(e)            Not applicable.”

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following:

 

“Amendment No. 1 to the 4.75% Series B Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement and Amendment No. 2 to the 6.00% Series C Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement

 

On December 6, 2023, Kennedy-Wilson and certain of the Reporting Persons entered into (i) an amendment to that certain 4.75% Series B Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement, dated February 23, 2022, by and among Kennedy-Wilson and certain of the Reporting Persons and (ii) an amendment to that certain 6.00% Series C Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement, dated June 4, 2023, by and among Kennedy-Wilson and certain of the Reporting Persons (together, the “SPAs”), to update the standstill provisions (the “Standstill Provisions”) in each of the SPAs. Such amendments (together, the “SPA Amendments”) primarily provide for an increase to the Reporting Person’s cap on purchases of Kennedy-Wilson Shares, or other equity-linked securities, from 20% of Kennedy-Wilson’s fully diluted common stock to an amount not to exceed (x) beneficial ownership (as defined under Rules 13d-3 and 13d-5 of the Exchange Act) of 27.5% of the total voting power of Kennedy-Wilson’s voting stock nor (y) 27.5% of Kennedy-Wilson’s fully diluted common stock.

 

The foregoing description of the SPA Amendments is not complete and is subject to, and qualified in its entirety by, the full text of the SPA Amendments, copies of which are filed herewith as Exhibit 99.12 and Exhibit 99.13, which are incorporated herein by reference.”

 

Additionally, Item 6 of the Original Schedule 13D is hereby amended to delete the heading "Riverstone Transaction and Asset Value Loan Note" and text appearing thereunder, as none of the Shares are any longer subject to the Asset Value Loan Notes (as were described in the Original Schedule 13D).

 

Item 7.

Material to be Filed as Exhibits.

 

Item 7 of the Original Schedule 13D is hereby amended and supplemented by the addition, or substitution, as applicable of the following exhibits:

 

Ex. 99.4	[Reserved]
Ex. 99.12	Amendment No. 1 dated as of December 6, 2023 to the 4.75% Series B Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement dated as of February 23, 2022 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Kennedy-Wilson with the SEC on December 6, 2023).

 

Ex. 99.13

Amendment No. 2 dated as of December 6, 2023 to the 6.00% Series C Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement dated as of June 4, 2023 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Kennedy-Wilson with the SEC on December 6, 2023).

 

Ex. 99.14

Power of attorney, dated June 21, 2023 (incorporated by reference to Exhibit 99.18 to the Schedule 13D/A filed by certain of the Reporting Persons with the SEC on November 15, 2023 in respect of the common shares of BlackBerry Limited).

 

 

SIGNATURE

 

Af ter reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	V. Prem Watsa
	By:	/s/ V. Prem Watsa

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	The Second 810 Holdco Ltd.
	By:	/s/ V. Prem Watsa
		Name:	V. Prem Watsa
		Title:	Director

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	The Second 1109 Holdco Ltd.
	By:	/s/ V. Prem Watsa
		Name:	V. Prem Watsa
		Title:	President

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	The Sixty Two Investment Company Limited
	By:	/s/ V. Prem Watsa
		Name:	V. Prem Watsa
		Title:	President

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	12002574 Canada Inc.
	By:	/s/ V. Prem Watsa
		Name:	V. Prem Watsa
		Title:	President

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Fairfax Financial Holdings Limited
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	President and Chief Operating Officer

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	FFHL Group Ltd.
	By:	/s/ V. Prem Watsa
		Name:	V. Prem Watsa
		Title:	President

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Fairfax (US) Inc.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Fairfax (Barbados) International Corp.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Wentworth Insurance Company Ltd.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Brit Limited
	By:	/s/ Gavin Wilkinson
		Name:	Gavin Wilkinson
		Title:	Group Chief Financial Officer

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Brit Insurance Holdings Limited
	By:	/s/ Gavin Wilkinson
		Name:	Gavin Wilkinson
		Title:	Group Chief Financial Officer

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Brit Syndicates Limited
	By:	/s/ Gavin Wilkinson
		Name:	Gavin Wilkinson
		Title:	Group Chief Financial Officer

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Brit Reinsurance (Bermuda) Limited
	By:	/s/ Gavin Wilkinson
		Name:	Gavin Wilkinson
		Title:	Group Chief Financial Officer

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Odyssey US Holdings Inc.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Odyssey Group Holdings, Inc.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Odyssey Reinsurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Newline Holdings UK Limited
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Newline Corporate Name Limited
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Newline Insurance Company Limited
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Crum & Forster Holdings Corp.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	United States Fire Insurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	The North River Insurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Zenith National Insurance Corp.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Zenith Insurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Resolution Group Reinsurance (Barbados) Limited
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Northbridge Financial Corporation
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Northbridge General Insurance Corporation
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	1102952 B.C. Unlimited Liability Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Allied World Assurance Company Holdings, Ltd
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Allied World Assurance Company (Europe) dac
		By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Allied World Assurance Company Holdings I, Ltd
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Allied World Assurance Company, Ltd
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Allied World Assurance Holdings (Ireland) Ltd
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Allied World Assurance Holdings (U.S.) Inc.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Allied World Insurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	AW Underwriters Inc.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Allied World Specialty Insurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Allied World Surplus Lines Insurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	Allied World Assurance Company (U.S.) Inc.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023	CRC Reinsurance Limited
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

Annex Index

 

Annex		Description
A		Directors and Executive Officers of The Second 810 Holdco Ltd.
B		Directors and Executive Officers of The Second 1109 Holdco Ltd.
C		Directors and Executive Officers of The Sixty Two Investment Company Limited
D		Directors and Executive Officers of 12002574 Canada Inc.
E		Directors and Executive Officers of Fairfax Financial Holdings Limited
F		Directors and Executive Officers of FFHL Group Ltd.
G		Directors and Executive Officers of Fairfax (US) Inc.
H		Directors and Executive Officers of Fairfax (Barbados) International Corp.
I		Directors and Executive Officers of Wentworth Insurance Company Ltd.
J		Directors and Executive Officers of Brit Limited
K		Directors and Executive Officers of Brit Insurance Holdings Limited
L		Directors and Executive Officers of Brit Syndicates Limited
M		Directors and Executive Officers of Brit Reinsurance (Bermuda) Limited
N		Directors and Executive Officers of Odyssey US Holdings Inc.
O		Directors and Executive Officers of Odyssey Group Holdings, Inc.
P		Directors and Executive Officers of Odyssey Reinsurance Company
Q		Directors and Executive Officers of Newline Holdings UK Limited
R		Directors and Executive Officers of Newline Corporate Name Limited
S		Directors and Executive Officers of Newline Insurance Company Limited
T		Directors and Executive Officers of Crum & Forster Holdings Corp.
U		Directors and Executive Officers of United States Fire Insurance Company
V		Directors and Executive Officers of The North River Insurance Company
W		Directors and Executive Officers of Zenith National Insurance Corp.
X		Directors and Executive Officers of Zenith Insurance Company
Y		Directors and Executive Officers of Resolution Group Reinsurance (Barbados) Limited
Z		Directors and Executive Officers of Northbridge Financial Corporation
AA		Directors and Executive Officers of Northbridge General Insurance Corporation
BB		Directors and Executive Officers of 1102952 B.C. Unlimited Liability Company
CC		Directors and Executive Officers of Allied World Assurance Company Holdings, Ltd
DD		Directors and Executive Officers of Allied World Assurance Company (Europe) dac
EE		Directors and Executive Officers of Allied World Assurance Company Holdings I, Ltd
FF		Directors and Executive Officers of Allied World Assurance Company, Ltd
GG		Directors and Executive Officers of Allied World Assurance Holdings (Ireland) Ltd
HH		Directors and Executive Officers of Allied World Assurance Holdings (U.S.) Inc.
II		Directors and Executive Officers of Allied World Insurance Company
JJ		Directors and Executive Officers of AW Underwriters Inc.
KK		Directors and Executive Officers of Allied World Specialty Insurance Company
LL		Directors and Executive Officers of Allied World Surplus Lines Insurance Company
MM		Directors and Executive Officers of Allied World Assurance Company (U.S.) Inc.
NN		Directors and Executive Officers of CRC Reinsurance Limited

 

 

ANNEX A

 

DIRECTORS AND EXECUTIVE OFFICERS OF

THE SECOND 810 HOLDCO LTD.

 

The following table sets forth certain information with respect to the directors and executive officers of The Second 810 Holdco Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Eric P. Salsberg (Secretary)		Vice President and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
V. Prem Watsa (President and Director)		Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada

 

 

ANNEX B

 

DIRECTORS AND EXECUTIVE OFFICERS OF

THE SECOND 1109 HOLDCO LTD.

 

The following table sets forth certain information with respect to the directors and executive officers of The Second 1109 Holdco Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Eric P. Salsberg (Secretary)		Vice President and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
V. Prem Watsa (President and Director)		Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada

 

 

ANNEX C

 

DIRECTORS AND EXECUTIVE OFFICERS OF

THE SIXTY TWO INVESTMENT COMPANY LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of The Sixty Two Investment Company Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Eric P. Salsberg (Secretary and Director)		Vice President and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
V. Prem Watsa (President and Director)		Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada

 

 

ANNEX D

 

DIRECTORS AND EXECUTIVE OFFICERS OF

12002574 CANADA INC.

 

The following table sets forth certain information with respect to the directors and executive officers of 12002574 Canada Inc.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Eric P. Salsberg (Secretary)		Vice President and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
V. Prem Watsa (President and Director)		Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada

 

 

ANNEX E

 

DIRECTORS AND EXECUTIVE OFFICERS OF

FAIRFAX FINANCIAL HOLDINGS LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Fairfax Financial Holdings Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Benjamin Watsa (Director)		Founder and President, Marval Capital Ltd. 77 King Street West, Suite 4545 Toronto, Ontario M5K 1K2 Canada		Canada
Bradley P. Martin (Vice President, Strategic Investments)		Vice President, Strategic Investments, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Brandon W. Sweitzer (Director)		Dean, Maurice R. Greenberg School of Risk Management, Insurance and Actuarial Science, St. John’s University 101 Murray Street, Suite 438 New York, New York 10007-2165		United States
Bryan Bailey (Vice President, Tax)		Vice President, Tax Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Christine N. McLean (Director)		Portfolio Manager Fairbank Investment Management 7822 Yonge Street Thornhill, Ontario L4J 1W3 Canada		Canada
David Johnston (Director)		Corporate Director Ottawa, Ontario, Canada		Canada
Eric P. Salsberg (Vice President and Corporate Secretary)		Vice President and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Jennifer Allen (Vice President and Chief Financial Officer)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
John Varnell (Vice President, Corporate Development)		Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Karen L. Jurjevich (Director)		Principal, Branksome Hall and Chief Executive Officer, Branksome Hall Global 10 Elm Avenue Toronto, Ontario M4W 1N4 Canada		Canada
Lauren C. Templeton (Director)		Founder and President, Templeton and Phillips Capital Management, LLC 810 Scenic Highway Lookout Mountain, Tennessee 37350		United States
Michael Wallace (Vice President, Insurance Operations)		Vice President, Insurance Operations Fairfax Financial Holdings Limited, 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Olivier Quesnel (Vice President and Chief Actuary)		Vice President and Chief Actuary, Fairfax Financial Holdings Limited, 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Peter Clarke (President and Chief Operating Officer)		President and Chief Operating Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
R. William McFarland (Director)		Corporate Director, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N Canada		Canada

 

 

Name		Present Principal Occupation or Employment and the Name, Principa l Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Timothy R. Price (Director)		Chairman of Brookfield Funds, Brookfield Asset Management Inc. c/o Edper Financial Group 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1 Canada		Canada
V. Prem Watsa (Chairman and Chief Executive Officer)		Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Vinodh Loganadhan (Vice President, Administrative Services)		Vice President, Administrative Services, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
William Weldon (Director)		Independent Business Consultant, Florida, United States		United States
Brian Porter (Director)		Corporate Director, Toronto, Ontario, Canada		Canada
Derek Bulas (Vice President and Chief Legal Officer)		Vice President and Chief Legal Officer Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada and United States
Thomas Rowe (Vice President, Corporate Affairs)		Vice President, Corporate Affairs Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Robert J. Gunn (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Jean Cloutier (Vice President and Chairman International)		Vice President and Chairman International Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada

 

 

ANNEX F

 

DIRECTORS AND EXECUTIVE OFFICERS OF

FFHL GROUP LTD.

 

The following table sets forth certain information with respect to the directors and executive officers of FFHL Group Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Bradley P. Martin (Vice President and Secretary)		Vice President, Strategic Investments, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Eric P. Salsberg (Vice President and Director)		Vice President and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Jennifer Allen (Vice President and Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Peter Clarke (Vice President and Director)		President and Chief Operating Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
V. Prem Watsa (President and Chief Executive Officer and Director)		Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada

 

 

ANNEX G

 

DIRECTORS AND EXECUTIVE OFFICERS OF

FAIRFAX (US) INC.

 

The following table sets forth certain information with respect to the directors and executive officers of Fairfax (US) Inc.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Eric P. Salsberg (Chairman, Vice President and Director)	< /td>	Vice President and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Sonja Lundy (Director, President, Chief Executive Officer and Secretary)		Director, President, Chief Executive Officer and Secretary, Fairfax (US) Inc. 2850 Lake Vista Drive, Ste. 150 Lewisville, Texas 75067		United States
Cherith Valka (Vice President and Assistant Secretary)		Tax Manager Fairfax (US) Inc. 2850 Lake Vista Drive, Ste 150 Lewisville, Texas 75067		United States
Lance Caskey (Vice President and Treasurer)		Senior Tax Manager Fairfax (US) Inc. 2850 Lake Vista Drive, Ste 150 Lewisville, Texas 75067		United States
Jonathan Godown (Director)		Executive Vice President Fairfax Insurance Group c/o 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		United States

 

 

ANNEX H

 

DIRECTORS AND EXECUTIVE OFFICERS OF

FAIRFAX (BARBADOS) INTERNATIONAL CORP.

 

The following table sets forth certain information with respect to the directors and executive officers of Fairfax (Barbados) International Corp.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alistair Dent (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		United Kingdom
Janice Burke (Vice President and General Manager)		Vice President and General Manager, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		United States
Jean Cloutier (Chairman)		Vice President and Chairman International Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Lisl Lewis (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados
Niall Tully (Vice President and Chief Financial Officer)		Vice President and Chief Financial Officer, ffh Management Services First Floor 25-28 Adelaide Road Dublin 2		Ireland
Paul Mulvin (Vice President)		Vice President, ffh Management Services First Floor 25-28 Adelaide Road Dublin 2		Ireland
Simon P.G. Lee (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		United Kingdom
Randy Graham (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados

 

 

ANNEX I

 

DIRECTORS AND EXECUTIVE OFFICERS OF

WENTWORTH INSURANCE COMPANY LTD.

 

The following table sets forth certain information with respect to the directors and executive officers of Wentworth Insurance Company Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alistair Dent (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		United Kingdom
Janice Burke (Vice President and General Manager)		Vice President and General Manager, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		United States
Jean Cloutier (Chairman)		Vice President and Chairman International Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Lisl Lewis (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados
Niall Tully (Vice President and Chief Financial Officer)		Vice President and Chief Financial Officer, ffh Management Services First Floor 25-28 Adelaide Road Dublin 2		Ireland
Paul Mulvin (Vice President)		Vice President, ffh Management Services First Floor 25-28 Adelaide Road Dublin 2		Ireland
Sammy S.Y. Chan (Vice President)		Vice President, Fairfax Asia Limited 41/F Hopewell Centre 183 Queen’s Road East Room 411, Wanchai		Canada
Randy Graham (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados

 

 

ANNEX J

 

DIRECTORS AND EXECUTIVE OFFICERS OF

BRIT LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Brit Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Andrea Welsch (Director)		Independent Non-Executive Director, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom
Michael Wallace (Director)		Vice President, Insurance Operations Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Gavin Wilkinson (Executive Director)		Group Chief Financial Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom
Gordon Campbell (Non-Executive Director)		Senior Independent Non-Executive Director, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		Canada
Ken Miner (Non-Executive Director)		Strategic Advisor, OMERS Administration Corporation 100 Adelaide Street West Toronto, Ontario M5H 0E2 Canada		Canada
Mark Allan (Executive Director)		Executive Director, Brit Limited and Ki CEO, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom
Martin Thompson (Executive Director)		Group Chief Executive Officer Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom
Simon P.G. Lee (Non-Executive Director)		Director, Brit Syndicates Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom

 

 

ANNEX K

 

DIRECTORS AND EXECUTIVE OFFICERS OF

BRIT INSURANCE HOLDINGS LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Brit Insurance Holdings Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Antony Usher (Director)		Group Financial Controller, Brit Insurance Holdings Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom
Christopher Denton (Managing Director, Sussex Capital Management Limited)		Group Head of ILS and Capital Management and Chief Underwriting Officer, Brit Reinsurance (Bermuda) Limited Chesney House, The Waterfront, 96 Pitts Bay Road Bermuda		United Kingdom
Gavin Wilkinson (Director)		Group Chief Financial Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom
Stuart Dawes (Director)		Head of Group Financial Performance, Brit Insurance Holdings Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom

 

 

ANNEX L

 

DIRECTORS AND EXECUTIVE OFFICERS OF

BRIT SYNDICATES LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Brit Syndicates Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Andrea Welsch (Director)		Director, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom
Caroline Ramsay (Director)		Director, Brit Syndicates Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom
Gavin Wilkinson (Director)		Group Chief Financial Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom
Martin Thompson (Director)		Group Chief Executive Officer Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom
Pinar Yetgin (Director)		Director, Brit Syndicates Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom
Simon P.G. Lee (Director)		Director, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom
Jonathan Sullivan (Director)		Group Chief Underwriting Officer Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		United Kingdom

 

 

ANNEX M

 

DIRECTORS AND EXECUTIVE OFFICERS OF

BRIT REINSURANCE (BERMUDA) LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Brit Reinsurance (Bermuda) Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alan Waring (Director)		Independent Non-Executive Director, Brit Reinsurance (Bermuda) Limited Chesney House, The Waterfront, 96 Pitts Bay Road Bermuda		Ireland
Christopher Denton (Director)		Group Head of ILS and Capital Management and Chief Underwriting Officer, Brit Reinsurance (Bermuda) Limited Chesney House, The Waterfront, 96 Pitts Bay Road Bermuda		United Kingdom
Gavin Wilkinson (Director)		Group Chief Financial Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom		United Kingdom
Graham Pewter (Director)		Independent Non-Executive Director, Brit Reinsurance (Bermuda) Limited Chesney House, The Waterfront, 96 Pitts Bay Road Bermuda		United Kingdom
Karl Grieves (Director)		Finance and Operations Director, Brit Reinsurance (Bermuda) Limited Chesney House, The Waterfront, 96 Pitts Bay Road Bermuda		United Kingdom

 

 

ANNEX N

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ODYSSEY US HOLDINGS INC.

 

The following table sets forth certain information with respect to the directors and executive officers of Odyssey US Holdings Inc.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Brian D. Young (Chairman of the Board of Directors, President and Chief Executive Officer)		President, Chief Executive Officer, and Director, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Elizabeth A. Sander (Executive Vice President, Corporate Secretary, and Director)		Executive Vice President and Chief Actuary, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Richard F. Coerver IV (Executive Vice President, Chief Financial Officer, Controller and Director)		Executive Vice President and Chief Financial Officer, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States

 

 

ANNEX O

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ODYSSEY GROUP HOLDINGS, INC.

 

The following table sets forth certain information with respect to the directors and executive officers of Odyssey Group Holdings, Inc.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Andrew A. Barnard (Chairman of the Board)		President and Chief Operating Officer, Fairfax Insurance Group 100 William Street, 5th Floor New York, New York 10038		United States
Brandon W. Sweitzer (Director)		Dean, Maurice R. Greenberg School of Risk Management, Insurance and Actuarial Science, St. John’s University 101 Murray Street, Suite 438 New York, New York 10007-2165		United States
Brian D. Young (President, Chief Executive Officer and Director)		President, Chief Executive Officer, and Director, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Elizabeth A. Sander (Executive Vice President and Chief Actuary)		Executive Vice President and Chief Actuary, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Richard F. Coerver IV (Executive Vice President and Chief Financial Officer)		Executive Vice President and Chief Financial Officer, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Jennifer Allen (Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Peter Clarke (Director)		President and Chief Operating Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Dina G. Daskalakis (Executive Vice President, General Counsel and Corporate Secretary)		Executive Vice President, General Counsel and Corporate Secretary, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States

 

 

ANNEX P

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ODYSSEY REINSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of Odyssey Reinsurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Brian D. Young (Chairman)		President, Chief Executive Officer, and Director, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Carl A. Overy (Global Chief Executive Officer)		Global Chief Executive Officer, Odyssey Reinsurance Company 1 Fen Court, London, England, EC3M 5BN		United Kingdom
Robert S. Pollock (CEO, London Market Division)		Chief Executive Officer, London Market Division, Odyssey Reinsurance Company, 1 Fen Court, London, England, EC3M 5BN	0;	United States
Brian D. Quinn (Executive Vice President)		Executive Vice President, Odyssey Reinsurance Company 300 First Stamford Place, Stamford, Connecticut 06902		United States
Elizabeth A. Sander (Executive Vice President, Chief Actuary and Director)		Executive Vice President and Chief Actuary, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Isabelle Dubots-Lafitte (Executive Vice President)		Chief Executive Officer, EMEA, Odyssey Reinsurance Company 14 Rue Du 4 Septembre 75002 Paris France		United States
Richard F. Coerver IV (Executive Vice President and Director)		Executive Vice President and Chief Financial Officer, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Alane R. Carey (Executive Vice President)		Executive Vice President and Global Marketing Director, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902		United States
Joseph A. Guardo (Executive Vice President)		Executive Vice President, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902		United States

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Lucien Pietropoli (Executive Vice President)		Chief Executive Officer, Asia Pacific, Odyssey Reinsurance Company 1 Finlayson Green #17-00 Singapore 049246		France
Dina G. Daskalakis (Executive Vice President, General Counsel and Corporate Secretary)		Executive Vice President, General Counsel and Corporate Secretary, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Philippe Mallier (Executive Vice President)		Chief Executive Officer, Latin America Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902		France

 

 

ANNEX Q

 

DIRECTORS AND EXECUTIVE OFFICERS OF

NEWLINE HOLDINGS UK LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Newline Holdings UK Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Henry J. L. Withinshaw (Company Secretary)		Chief Operating Officer, Newline Group Services Limited 1 Fen Court, London, England, EC3M 5BN		United Kingdom
Alane R. Carey (Non-Executive Director and Chairman of the Board of Directors)		Executive Vice President and Chief Financial Officer Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Richard F. Coerver IV (Director)		Executive Vice President and Chief Financial Officer, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		Denmark
Sonny Kapur (Director)		Chief Financial Officer, Newline Group Services Limited 1 Fen Court, London, England, EC3M 5BN		United Kingdom
Robert B. Kastner (Director)		Head of Claims, Newline Group Services Limited 1 Fen Court, London, England, EC3M 5BN		United Kingdom

 

 

ANNEX R

 

DIRECTORS AND EXECUTIVE OFFICERS OF

NEWLINE CORPORATE NAME LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Newline Corporate Name Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alane R. Carey (Non-Executive Director and Chairman of the Board of Directors)		Executive Vice President and Global Marketing Director, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902		United States
Henry J. L. Withinshaw (Director and Company Secretary)		Chief Operating Officer, Newline Group Services Limited 1 Fen Court, London, England, EC3M 5BN		United Kingdom
Richard F. Coerver IV (Director)		Executive Vice President and Chief Financial Officer Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		Denmark
Sonny Kapur (Director)		Chief Financial Officer, Newline Group Services Limited 1 Fen Court, London, England, EC3M 5BN		United Kingdom

 

 

ANNEX S

 

DIRECTORS AND EXECUTIVE OFFICERS OF

NEWLINE INSURANCE COMPANY LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Newline Insurance Company Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alane R. Carey (Non-Executive Director)		Executive Vice President and Global Marketing Director, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902		United States
Carl A. Overy (Director)		Global Chief Executive Officer, Odyssey Reinsurance Company 1 Fen Court London, England, EC3M 5BN		United Kingdom
Henry J. L. Withinshaw (Director and Company Secretary)		Chief Operating Officer, Newline Group Services Limited 1 Fen Court London, England, EC3M 5BN		United Kingdom
Jan Christiansen (Non-Executive Director)		Executive Vice President and Chief Financial Officer, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		Denmark
Malcolm J. Beane (Independent Non-Executive Director)		Independent Non-Executive Director, Newline Insurance Company Limited 1 Fen Court London, England, EC3M 5BN		United Kingdom
Michael G. Wacek (Non-Executive Director and Chairman of the Board of Directors)		Chairman of the Board of Directors, Newline Insurance Company Limited 300 First Stamford Place Stamford, Connecticut 06902		United States
Neil D. Duncan (Director)		Chief Actuary and Chief Risk Officer, Newline Group Services Limited 1 Fen Court London, England, EC3M 5BN		United Kingdom
Robert B. Kastner (Director)		Head of Claims, Newline Group Services Limited 1 Fen Court London, England, EC3M 5BN		United Kingdom

 

 

Rosemary F. Beaver (Independent Non-Executive Director)		Independent Non-Executive Director, Newline Insurance Company Limited 1 Fen Court London, England, EC3M 5BN		United Kingdom
Sonny Kapur (Director)		Chief Financial Officer, Newline Group Services Limited 1 Fen Court London, England, EC3M 5BN		United Kingdom
Andrew Pecover (Director)		Chief Underwriting Officer, Newline Group Services Limited 1 Fen Court London, England, EC3M 5BN		United Kingdom
Robert S. Pollock (Director)		Chief Executive Officer Newline Group Services Limited 1 Fen Court London, England, EC3M 5BN		United States

 

 

ANNEX T

 

DIRECTORS AND EXECUTIVE OFFICERS OF

CRUM & FORSTER HOLDINGS CORP.

 

The following table sets forth c ertain information with respect to the directors and executive officers of Crum & Forster Holdings Corp.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alejandro Morales (Director)		Senior Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, New Jersey 07962		United States
Andrew A. Barnard (Director)		President and Chief Operating Officer, Fairfax Insurance Group 100 William Street, 5th Floor New York, New York 10038		United States
Arleen A. Paladino (Executive Vice President, Chief Financial Officer, Treasurer and Director)		Executive Vice President, Chief Financial Officer and Treasurer, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, New Jersey 07962		United States
Jennifer Allen (Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Marc J. Adee (President, Chief Executive Officer, Chairman and Director)		President, Chief Executive Officer and Chairman Crum & Forster Holdings Corp. (and various other insurance subsidiaries) 305 Madison Avenue Morristown, New Jersey 07962		United States
Michael P. McTigue (Secretary)		Senior Vice President, General Counsel and Secretary, United States Fire Insurance Company 305 Madison Avenue Morristown, New Jersey 07962		United States
Olivier Quesnel (Director)		Vice President and Chief Actuary, Fairfax Financial Holdings Limited, 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Peter Clarke (Director)		President and Chief Operating Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada

 

 

ANNEX U

 

DIRECTORS AND EXECUTIVE OFFICERS OF

UNITED STATES FIRE INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of United States Fire Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alejandro Morales (Senior Vice President and Director)		Senior Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, New Jersey 07962		United States
Arleen A. Paladino (Senior Vice President, Chief Financial Officer and Director)		Executive Vice President, Chief Financial Officer and Treasurer, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, New Jersey 07962		United States
Carmine Scaglione (Senior Vice President and Controller)		Senior Vice President and Controller, United States Fire Insurance Company 305 Madison Avenue Morristown, New Jersey 07962		United States
George R. French (Treasurer and Vice President)		Treasurer and Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, New Jersey 07962		United States
Marc J. Adee (President, Chief Executive Officer, Chairman and Director)		President, Chief Executive Officer and Chairman Crum & Forster Holdings Corp. (and various other insurance subsidiaries) 305 Madison Avenue Morristown, New Jersey 07962		United States
Michael P. McTigue (Senior Vice President, General Counsel and Secretary)		Senior Vice President, General Counsel and Secretary, United States Fire Insurance Company 305 Madison Avenue Morristown, New Jersey 07962		United States

 

 

ANNEX V

 

DIRECTORS AND EXECUTIVE OFFICERS OF

THE NORTH RIVER INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of The North River Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alejandro Morales (Senior Vice President and Director)		Senior Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, New Jersey 07962		United States
Arleen A. Paladino (Senior Vice President, Chief Financial Officer and Director)		Executive Vice President, Chief Financial Officer and Treasurer, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, New Jersey 07962		United States
Carmine Scaglione (Senior Vice President and Controller)		Senior Vice President and Controller, United States Fire Insurance Company 305 Madison Avenue Morristown, New Jersey 07962		United States
George R. French (Treasurer and Vice President)		Treasurer and Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, New Jersey 07962		United States
Marc J. Adee (President, Chief Executive Officer, Chairman and Director)		President, Chief Executive Officer and Chairman Crum & Forster Holdings Corp. (and various other insurance subsidiaries) 305 Madison Avenue Morristown, New Jersey 07962		United States
Michael P. McTigue (Senior Vice President, General Counsel and Secretary)		Senior Vice President, General Counsel and Secretary, United States Fire Insurance Company 305 Madison Avenue Morristown, New Jersey 07962		United States

 

 

ANNEX W

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ZENITH NATIONAL INSURANCE CORP.

 

The following table sets forth certain information with respect to the directors and executive officers of Zenith National Insurance Corp.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Andrew A. Barnard (Director)		President and Chief Operating Officer, Fairfax Insurance Group 100 William Street, 5th Floor New York, New York 10038		United States
Antonio Gaitan (Executive Vice President, Chief Financial Officer and Treasurer)		Executive Vice President, Chief Financial Officer and Treasurer, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States
Chad J. Helin (Executive Vice President, General Counsel, Secretary and Director)		Executive Vice President, General Counsel and Director, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States
Davidson M. Pattiz (President and Chief Operating Officer)		President and Chief Operating Officer, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States
Jack D. Miller (Director)		Director, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States
Jennifer Allen (Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Kari L. Van Gundy (Chairperson, Chief Executive Officer and Director)		Chairperson, Chief Executive Officer and Director, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States
Olivier Quesnel (Director)		Vice President and Chief Actuary, Fairfax Financial Holdings Limited, 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Peter Clarke (Director)		President and Chief Operating Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada

 

 

ANNEX X

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ZENITH INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of Zenith Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Antonio Gaitan (Executive Vice President, Chief Financial Officer and Treasurer)		Executive Vice President, Chief Financial Officer and Treasurer, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States
Chad J. Helin (Executive Vice President, General Counsel and Director)		Executive Vice President, General Counsel and Director, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States
Davidson M. Pattiz (President and Chief Operating Officer)		President and Chief Operating Officer, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States
Eden M. Feder (Executive Vice President)		Executive Vice President, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States
Jack D. Miller (Director)		Director, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States
Jason T. Clarke (Executive Vice President and Chief Actuary)		Executive Vice President and Chief Actuary, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States
Kari L. Van Gundy (Chief Executive Officer, Chairperson of the Board and Director)		Chief Executive Officer, Chairperson of the Board and Director, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States
Michael F. Cunningham (Executive Vice President)		Executive Vice President, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Paul R. Ramont (Executive Vice President)		Executive Vice President, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367		United States

 

 

ANNEX Y

 

DIRECTORS AND EXECUTIVE OFFICERS OF

RESOLUTION GROUP REINSURANCE (BARBADOS) LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Resolution Group Reinsurance (Barbados) Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alistair Dent (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados		United Kingdom
Deborah Irving (Vice President)		Executive Vice President, Chief Financial Officer Riverstone 250 Commercial St. Suite 5000 Manchester, New Hampshire 03101		United States
Janice Burke (Managing Director)		Vice President and General Manager, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados		United States
Lisl Lewis (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados		Barbados
Nicholas C. Bentley (Chairman)		Chairman, Chief Executive Officer, President and Director, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101		United States
Randy Graham (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados		Barbados

 

 

ANNEX Z

 

DIRECTORS AND EXECUTIVE OFFICERS OF

NORTHBRIDGE FINANCIAL CORPORATION

 

The following table sets forth certain information with respect to the directors and executive officers of Northbridge Financial Corporation.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Christopher Harness (Chief Information Officer)		Chief Information Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Craig Pinnock (Director and Chief Financial Officer)		Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Evan Di Bella (Senior Vice President, Claims)		Senior Vice President, Claims, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
George Halkiotis (President, Federated Insurance)		President, Federated Insurance, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Jean-Francois Béliveau (Executive Vice President, Québec)		Executive Vice President, Québec, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Jennifer Allen (Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada

 

 

John Varnell (Director)		Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Lori McDougall (Chief People and Strategy Officer)		Chief People and Strategy Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Paul Gardner (Senior Vice President, Corporate Underwriting and Risk Services)		Senior Vice President, Corporate Underwriting and Risk Services, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Peter Clarke (Director)		President and Chief Operating Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Robert J. Gunn (Director and Chairman of the Board)		Independent Business Consultant and Corporate Director Toronto, Ontario, Canada		Canada
Sarah Bhanji (Chief Actuary)		Chief Actuary, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Silvy Wright (President, Chief Executive Officer and Director)		President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Shari Dodsworth (Senior Vice President Ontario, Atlantic and Western Region)		Senior Vice President Ontario, Atlantic and Western Region, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Ilda Dinis (Senior Vice President Customer Innovation and Experience)		Senior Vice President Customer Innovation and Experience, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada

 

 

Todd MacGuillivray (Senior Vice President Specialty Lines)

Senior Vice President Transportation and Specialty Risk, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada

Canada

 

 

ANNEX AA

 

DIRECTORS AND EXECUTIVE OFFICERS OF

NORTHBRIDGE GENERAL INSURANCE CORPORATION

 

The following table sets forth certain information with respect to the directors and executive officers of Northbridge General Insurance Corporation.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Gordon Campbell (Director)		Independent Business Consultant and Corporate Director Victoria, British Columbia Canada		Canada
Christopher Harness (Chief Information Officer)		Chief Information Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Craig Pinnock (Director and Chief Financial Officer)		Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Evan Di Bella (Senior Vice President, Claims)		Senior Vice President, Claims, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Jean-Francois Béliveau (Executive Vice President, Québec)		Executive Vice President, Québec, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Jennifer Allen (Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
John Varnell (Director)		Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Ilda Dinis (Senior Vice President Customer Innovation and Experience)		Senior Vice President Customer Innovation and Experience, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Lori McDougall (Chief People and Strategy Officer)		Chief People and Strategy Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Paul Gardner (Senior Vice President, Corporate Underwriting and Risk Services)		Senior Vice President, Corporate Underwriting and Risk Services, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Robert J. Gunn (Director)		Independent Business Consultant and Corporate Director Toronto, Ontario, Canada		Canada
Robert S. Weiss (Director)		Independent Business Consultant and Corporate Director Toronto, Ontario, Canada		Canada
Sarah Bhanji (Chief Actuary)		Chief Actuary, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Silvy Wright (President, Chief Executive Officer and Director)		President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada
Shari Dodsworth (Senior Vice President Ontario, Atlantic and Western Region)		Senior Vice President Ontario, Atlantic and Western Region, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Todd MacGuillivray (Senior Vice President Specialty Lines)		Senior Vice President Transportation and Specialty Risk, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 Canada		Canada

 

 

ANNEX BB

 

DIRECTORS AND EXECUTIVE OFFICERS OF

1102952 B.C. UNLIMITED LIABILITY COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of 1102952 B.C. Unlimited Liability Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
John Varnell (Director)		Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada

 

 

ANNEX CC

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company Holdings, Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Graham Collis (Director)		Retired		Bermuda
Jean Cloutier (Director)		Vice President and Chairman International Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Ken Miner (Director)		Strategic Advisor, OMERS Administration Corporation 100 Adelaide Street West Toronto, Ontario M5H 0E2 Canada		Canada
Louis Iglesias (Chairman of the Board of Directors, President & Chief Executive Officer)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Michael McCrimmon (Director and Vice Chairman)		Director and Vice Chairman, Allied World Assurance Company Holdings I, Ltd 27 Richmond Road Pembroke HM 08 Bermuda		Canada
Scott Hunter (Director)		Retired		Bermuda

 

 

ANNEX DD

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD ASSURANCE COMPANY (EUROPE) DAC

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company (Europe) dac.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Jim O’Mahoney (Director)		Retired		Ireland
Lee Dwyer (Director and Managing Director)		Director and President, Allied World Assurance Holdings (Ireland) Ltd. 3rd Floor, Georges Quay Plaza Georges Quay Dublin 2 Ireland		United Kingdom
Michael Stalley (Director)		Retired		United Kingdom
Neil Macmillan (Director)		Retired		United Kingdom
Peter Ford (Executive Vice President, Head of European Insurance Division)		Executive Vice President, Head of European Insurance Division, Allied World Managing Agency Limited 19th Floor, 20 Fenchurch Street London EC3M 3BY United Kingdom		United States
Sean Hehir (Director)		Retired		Ireland

 

 

ANNEX EE

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company Holdings I, Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Colm Singleton (Head of Bermuda Office; Executive Vice President, Head of Bermuda and Global Markets Claims Group)		Head of Bermuda Office; Executive Vice President, Head of Bermuda and Global Markets Claims Group, Allied World Assurance Company Holdings I, Ltd 27 Richmond Road Pembroke HM 08 Bermuda		Bermuda
Louis Iglesias (Director)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Michael McCrimmon (Director and Vice Chairman)		Director and Vice Chairman, Allied World Assurance Company Holdings I, Ltd 27 Richmond Road Pembroke HM 08 Bermuda		Canada
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States

 

 

ANNEX FF

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD ASSURANCE COMPANY, LTD

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company, Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Colm Singleton (Head of Bermuda Office; Executive Vice President, Head of Bermuda and Global Markets Claims Group)		Head of Bermuda Office; Executive Vice President, Head of Bermuda and Global Markets Claims Group, Allied World Assurance Company Holdings I, Ltd 27 Richmond Road Pembroke HM 08 Bermuda		Bermuda
John Bender (Director)		Chairman, Reinsurance and Risk Management, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Louis Iglesias (Director)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Michael McCrimmon (Director and Vice Chairman)		Director and Vice Chairman, Allied World Assurance Company Holdings I, Ltd 27 Richmond Road Pembroke HM 08 Bermuda		Canada
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States

 

 

ANNEX GG

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Holdings (Ireland) Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Jim O’Mahoney (Director)		Retired		Ireland
Lee Dwyer (Director and President)		Director and President, Allied World Assurance Holdings (Ireland) Ltd 3rd Floor, Georges Quay Plaza Georges Quay Dublin 2		United Kingdom
Sean Hehir (Director)		Retired		Ireland
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States

 

 

ANNEX HH

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC.

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Holdings (U.S.) Inc.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
John Bender (Director and CEO, Global Reinsurance)		Chairman, Reinsurance and Risk Management, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Louis Iglesias (Director and President & Chief Executive Officer)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Wesley Dupont (Director and Chief Operating Officer)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States

 

 

ANNEX II

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Christian Gravier (President, North America Professional Lines)		President, North America Professional Lines, Allied World Insurance Company 199 Water Street, 26th Floor New York, New York 10038		United States
John Bender (Director)		Chairman, Reinsurance and Risk Management, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Joseph Cellura (President, North America Casualty)		President, North America Casualty, Allied World Insurance Company 199 Water Street, 26th Floor New York, New York 10038		United States
Kevin Marine (CEO, Global Reinsurance)		CEO, Global Reinsurance, Allied World Insurance Company 199 Water Street, 26th Floor New York, New York 10038		United States
Louis Iglesias (Director)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Robert Bowden (Executive Vice President, Global Insurance)		Executive Vice President, Global Insurance, Allied World Insurance Company 550 Hope Street, Suite 1825 Los Angeles, California 90071		United States
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States

 

 

ANNEX JJ

 

DIRECTORS AND EXECUTIVE OFFICERS OF

AW UNDERWRITERS INC.

 

The following table sets forth certain information with respect to the directors and executive officers of AW Underwriters Inc.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Christian Gravier (President, North America Professional Lines)		President, North America Professional Lines, Allied World Insurance Company 199 Water Street, 26th Floor New York, New York 10038		United States
John Bender (Director)		Chairman, Reinsurance and Risk Management, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Joseph Cellura (President, North America Casualty)		President, North America Casualty, Allied World Insurance Company 199 Water Street, 26th Floor New York, New York 10038		United States
Louis Iglesias (Director)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Robert Bowden (Executive Vice President, Global Insurance)		Executive Vice President, Global Insurance, Allied World Insurance Company 550 Hope Street, Suite 1825 Los Angeles, California 90071		United States
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States

 

 

ANNEX KK

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD SPECIALTY INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Specialty Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Christian Gravier (President, North America Professional Lines)		President, North America Professional Lines, Allied World Insurance Company 199 Water Street, 26th Floor New York, New York 10038		United States
John Bender (Director)		Chairman, Reinsurance and Risk Management, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Joseph Cellura (President, North America Casualty)		President, North America Casualty, Allied World Insurance Company 199 Water Street, 26th Floor New York, New York 10038		United States
Louis Iglesias (Director)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Robert Bowden (Executive Vice President, Global Insurance)		Executive Vice President, Global Insurance, Allied World Insurance Company 550 Hope Street, Suite 1825 Los Angeles, California 90071		United States
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States

 

 

ANNEX LL

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD SURPLUS LINES INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Surplus Lines Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Christian Gravier (President, North America Professional Lines)		President, North America Professional Lines, Allied World Insurance Company 199 Water Street, 26th Floor New York, New York 10038		United States
John Bender (Director)		Chairman, Reinsurance and Risk Management, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Joseph Cellura (President, North America Casualty)		President, North America Casualty, Allied World Insurance Company 199 Water Street, 26th Floor New York, New York 10038		United States
Louis Iglesias (Director)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Robert Bowden (Executive Vice President, Global Insurance)		Executive Vice President, Global Insurance, Allied World Insurance Company 550 Hope Street, Suite 1825 Los Angeles, California 90071		United States
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States

 

 

ANNEX MM

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD ASSURANCE COMPANY (U.S.) INC.

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company (U.S.) Inc.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Christian Gravier (President, North America Professional Lines)		President, North America Professional Lines, Allied World Insurance Company 199 Water Street, 26th Floor New York, New York 10038		United States
John Bender (Director)		Chairman, Reinsurance and Risk Management, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Joseph Cellura (President, North America Casualty)		President, North America Casualty, Allied World Insurance Company 199 Water Street, 26th Floor New York, New York 10038		United States
Louis Iglesias (Director)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States
Robert Bowden (Executive Vice President, Global Insurance)		Executive Vice President, Global Insurance, Allied World Insurance Company 550 Hope Street, Suite 1825 Los Angeles, California 90071		United States
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, New York 10038		United States

 

 

ANNEX NN

 

DIRECTORS AND EXECUTIVE OFFICERS OF

CRC REINSURANCE LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of CRC Reinsurance Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alistair Dent (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		United Kingdom
Janice Burke (Vice President and General Manager)		Vice President and General Manager Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		United States
Jean Cloutier (Chairman)		Vice President and Chairman International Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada		Canada
Lisl Lewis (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados
Niall Tully (Vice President and Chief Financial Officer)		Vice President and Chief Financial Officer ffh Management Services First Floor 25-28 Adelaide Road Dublin 2		Ireland
Paul Mulvin (Vice President)		Vice President, ffh Management Services First Floor 25-28 Adelaide Road Dublin 2		Ireland
Sammy S.Y. Chan (Vice President)		Vice President, Fairfax Asia Limited Room 4111, 41st Floor Hopewell Centre, No. 183 Queen’s Road East, Wanchai,		Hong Kong

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Randy Graham (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados