On June 17, 2025, Fairfax Financial Holdings Limited (the "Corporation") added Brit Group Holdings Limited, a company incorporated under the laws of England and Wales ("Brit"), as a co-obligor of the Corporation's outstanding series of (i) 4.73% senior notes due 2034, of which CAD 450 million aggregate principal amount was issued on November 22, 2024, and (ii) 5.23% senior notes due 2054, of which CAD 250 million aggregate principal amount was issued on November 22, 2024. Brit is the Corporation's wholly owned UK-based holding company that, through its subsidiaries, is a market-leading global Lloyd's of London specialty insurer and reinsurer. The addition of Brit as a co-obligor was effected by entry into a seventh supplemental indenture (the "Seventh Supplemental Indenture") by and among the Corporation, Brit, The Bank of New York Mellon ("BNYM"), as U.S. Trustee, and Computershare Advantage Trust of Canada ("Computershare"), as Canadian Trustee, to the indenture dated as of December 1, 1993, among the Corporation, BNYM (as successor U.S. Trustee) and Computershare (as successor Canadian Trustee) (as supplemented by the first supplemental indenture dated as of May 9, 2011, the third supplemental indenture dated as of February 26, 2021 and the Seventh Supplemental Indenture, the "Indenture").
Pursuant to the Seventh Supplemental Indenture, the Corporation will remain a co-obligor with Brit under the Notes and the Corporation will not be relieved of any of its obligations or covenants under the Indenture or the Notes, except to the extent performance or payment is made by Brit with respect to an obligation of the Corporation under the Indenture or the Notes, in which case such performance or payment shall be in full satisfaction of such obligation of the Corporation under the Indenture or the Notes, as applicable.
