UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2009 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Ontario
CIBC World Markets Inc. (“CIBC”), Merrill Lynch Canada Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Cormark Securities Inc., GMP Securities L.P. and Citigroup Global Markets Canada Inc. (collectively, the “Underwriters” and, individually, an “Underwriter”) hereby severally, and not jointly or jointly and severally, offer to purchase from Fairfax Financial Holdings Limited, a Canadian corporation (the “Corporation”) in the respective percentages set forth in Section 18 hereof, an aggregate of 600,000 subordinate voting shares of the Corporation (each, a “Subordinate Voting Share”) at a price of US$347.00 per Subordinate Voting Share (the “Offering Price”). The aggregate of 600,000 Subordinate Voting Shares being purchased by the Underwriters as described in the first sentence of this paragraph are referred to herein as the “Shares”.
AGENCY AGREEMENTAgency Agreement • September 10th, 2009 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Ontario
Subject to the terms and conditions contained in this Agreement, Fairfax Financial Holdings Limited, a Canadian corporation (the “Corporation”), hereby appoints CIBC World Markets Inc. (“CIBC”), Merrill Lynch Canada Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Cormark Securities Inc., GMP Securities L.P. and Citigroup Global Markets Canada Inc. (collectively, the “Agents” and, individually, an “Agent”), acting severally, as its exclusive agents to solicit offers to purchase up to an aggregate of 2,281,844 subordinate voting shares of the Corporation (each, a “Subordinate Voting Share”) at a price of US$347.00 per Subordinate Voting Share (the “Offering Price”). The aggregate of 2,281,844 Subordinate Voting Shares subject to this Agreement (as hereinafter defined) as described in the first sentence of this paragraph are referred to herein as the “Shares”.
