Board of Directors Max Capital Group Ltd. Max House Hamilton, Bermuda HM 11 Members of the Board of Directors:Agreement and Plan of Amalgamation • March 27th, 2009 • Ipc Holdings LTD • Life insurance
Max Capital Group Ltd. (the “Company”), IPC Holdings, Ltd. (“IPC”) and IPC Limited, a newly formed, wholly owned subsidiary of IPC (the “Amalgamation Sub”), propose to enter into an Agreement and Plan of Amalgamation (the “Agreement”), pursuant to which the Amalgamation Sub will be amalgamated with the Company in a transaction (the “Amalgamation”) in which each outstanding common share of the Company, par value $1.00 per share (the “Company Shares”), other than Dissenting Shares (as defined in the Agreement), will be cancelled and converted into the right to receive a fraction of a share in the share capital of IPC, each having a par value $0.01 (the “IPC Shares”), equal to 0.6429 (the “Exchange Ratio”).
