These Frequently Asked Questions seek to address any queries you may have and explain how to obtain further information should you wish to do so.
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- Emory Jackson
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1 Proposed transfer of certain insurance business from Sompo Japan Insurance Company of Europe Limited to Berkshire Hathaway International Insurance Limited Introduction Sompo Japan Insurance Company of Europe Limited (Sompo) proposes to transfer certain lines of insurance business to Berkshire Hathaway International Insurance Limited (BHIIL). Subject to the approval process described below, the proposed transfer is expected to take effect on 31 December The business that it is proposed to be transferred to BHIIL comprises particular lines of general insurance business of Sompo carried out through its Italian branch, being the contracts of insurance written and issued by the Italian branch of Sompo during the 2003 and prior underwriting years; and medical expenses business originally underwritten in the 2003 and prior underwriting years that continued to be renewed on a compulsory basis after 2003, renewal being compulsory in the sense that Sompo had no right to cancel the policy if an insured sought renewal. The business transferring does not include insurance policies relating to the commercial risks of Japanese entities and two medical expense contracts which are still in force. Your questions answered These Frequently Asked Questions seek to address any queries you may have and explain how to obtain further information should you wish to do so. 1 What has happened so far? In March 2012, Sompo and BHIIL signed an agreement to transfer certain lines of insurance business from Sompo's Italian branch to BHIIL (the Transfer). At the same time National Indemnity Company (NIC) an affiliate of BHIIL, signed an agreement whereby NIC agreed to reinsure Sompo's insurance business from 1 January What is being proposed? 2.1 The Transfer will be effected by an insurance business transfer in accordance with Part VII of the Financial Services and Markets Act This is a process to transfer insurance business from one insurer (in this case, Sompo) to another (BHIIL) which requires the sanction of the High Court of England and Wales (the Court). The UK Financial Services Authority (FSA) has been kept informed of the proposals and has the right to be heard at the Court hearing to consider the approval of the Part VII transfer. As a policyholder, you also have a right to attend the Court hearing and present any objections you may have. 2.2 An Independent Expert has been appointed to prepare a report about the Transfer and its effects on policyholders of Sompo and BHIIL, which is submitted to the Court. 2.3 Subject to the approval of the Court, the Transfer will automatically move all rights, benefits, obligations, liabilities (including the insurance policies underwritten by Sompo's Italian branch as well as outwards reinsurance contracts protecting the insurance business, for example) and any pending or current claims to BHIIL. If the proposed Transfer occurs, transferring policyholders will need to present claims to BHIIL rather than Sompo as BHIIL will then be responsible for settling any claims.
2 2.4 If you are a policyholder of BHIIL, or a policyholder of Sompo who is not part of the Transfer, then there will be no changes to the terms and conditions of your policy and your policy will continue to be administered in accordance with its terms. 3 Why is the proposed transfer happening? Sompo's Italian branch has not underwritten any new policies (in relation to the type of insurance business covered under the Transfer) since 2003, and therefore its business has been shrinking for some time. By contrast, the proposed transfer forms an integral part of BHIIL's strategy to grow its Italian insurance business. BHIIL is an international insurance company. It is an operation which sells a wide range of insurance products, with customers around the world. Particularly, it provides medical malpractice insurance in Italy, with an office in Milan. BHIIL has an insurance rating of AA+ from rating agency Standard & Poor s, with gross assets of EURO 756m at the 2011 year end. BHIIL s gross premium written during 2011 was EURO 211m and it currently has around 10,000 policyholders. 4 What is an Independent Expert? The Independent Expert is an actuary, independent from Sompo, BHIIL and the FSA. The FSA must approve the appointment of the Independent Expert (and has done so). Although Sompo and BHIIL have jointly instructed the Independent Expert, his duty is to the Court. In this proposed transfer, Gary Wells is engaged as the Independent Expert. Gary is a Fellow of the Institute of Actuaries. He is a Principal of Milliman, Consultants and Actuaries, with over 20 years' experience in general insurance. 5 What does the Independent Expert do? The Independent Expert reports to the Court on the impact of the Part VII transfer on policyholders of Sompo and BHIIL and on other key stakeholders. He reviews the terms of the proposed Part VII transfer and the actuarial models of Sompo and BHIIL prepared in respect of the proposal in order to come to a conclusion on the likely effects on the policyholders of both Sompo and BHIIL, as well as other key stakeholders. His report must be impartial, based on a thorough scrutiny of the proposals and the business of Sompo and BHIIL. Sompo and BHIIL have provided the Independent Expert with access to key staff and any information he has requested, both public and private. The Independent Expert then prepares a report for the Court in a form approved by the FSA. The Independent Expert has written his report and concluded that the security of benefits of policyholders of Sompo or BHIIL will not be materially adversely affected by the implementation of the Scheme. The Independent Expert may also submit an updated report if there have been developments which it would be appropriate to report on. This report will be placed on the Sompo website ( 6 What is the Court process? At an earlier hearing the Court has already authorised the commencement of the Part VII process and instructed us to communicate with policyholders. It is expected that the Court will consider our application for approval of the Transfer at a second hearing in London on 17 December Before the second hearing, the Court will receive copies of the scheme document detailing the transfer proposals, the Independent Expert's report, details of any policyholder objections, a report from the FSA and various witness statements (including one summarising the feedback received from policyholders on the proposal). As mentioned above,
3 the Independent Expert may also submit an updated report if there have been developments on which it would be appropriate to report. At the second hearing, Counsel for Sompo and BHIIL will explain the proposals, the notifications made and any responses received to them. The Court will consider the views of the Independent Expert, the FSA and any objectors before deciding whether to approve the transfer. The Court has a wide discretion as to whether to approve a Part VII transfer. The Court will consider whether the transfer will adversely affect a particular policyholder or group of policyholders to a material extent, before deciding whether the transfer as a whole is fair. In deciding, the Court will take into account, amongst other things, the views of the Independent Expert and the FSA. 7 When will the proposed transfer take place? Provided the Court gives its approval, the Transfer is expected to become effective at 11:59pm on 31 December 2012 (or such later date as the directors of Sompo and BHIIL shall determine). 8 How will the proposed transfer affect my policy? 8.1 If the Court approves the transfer, transferring policies (that are part of the Transfer) with Sompo's Italian branch will move from Sompo's Italian branch to BHIIL, and future claims and any other correspondence relating to the policy should be addressed to BHIIL. Otherwise the terms and conditions of Sompo policies will remain unchanged. In addition, since all policies from Sompo's Italian branch that form part of the transfer are reinsured by NIC, the BHIIL group already bears the risk for this business and it will continue to do so following the Transfer. 8.2 If you are a policyholder of BHIIL, or a policyholder of Sompo that is not part of the Transfer, then there shall be no changes to the terms and conditions of your policy and you policy will continue to be administered in accordance with its terms. 9 How will the proposed transfer affect my rights under my policy? If the Transfer is approved, all rights of transferring policyholders against Sompo will form part of the Transfer and become equivalent rights against BHIIL. This includes any action or other legal or administrative proceedings and any judicial, quasi-judicial, administrative or regulatory review or process, arbitration, mediation, any complaint or claim to any ombudsman or other proceedings for the resolution of a dispute or claim (whether current, pending, threatened, future or otherwise). If you are a policyholder of BHIIL, or a policyholder of Sompo that is not part of the Transfer, then the proposed transfer shall not affect any rights you have under your policy. 10 Can I object? We do not believe that the Transfer will have a material adverse effect on your policy or any claim; but if you think that you would be adversely affected by the Transfer you can make representations to Sompo by writing to Sompo Part VII Team, Resolute Management Limited, Foro Buonaparte, 20, Milano MI, Italy or by ing SompoPartVIITransfer@resolutemanagement.it If you plan to object to the Transfer, please outline your concerns in your letter or , so that your representation or a summary can be provided to the Court, the Independent Expert and the FSA prior to the Court hearing for their consideration. You may also appear in person (or via a representative) at the Court and make representations directly. Further details are given in the Notice of Application in this booklet. We would be grateful if any person who intends to appear at the Court hearing, or who
4 does not intend to appear but who believes they may be adversely affected by the Transfer, would write to us as soon as possible - and preferably before 10 December at the postal or address detailed above. This will allow us to keep you informed of any changes to the hearing date, and where possible address any concerns raised. Our phone number, should you wish to call to make an objection or raise queries is: (inside Italy) (outside Italy). 11 What should I do? 11.1 If you do not wish to object there is no need to do anything If you wish to object, please follow the procedure set out above If you want further information, please feel free to write to us at: Sompo Part VII Team, Resolute Management Limited, Foro Buonaparte, 20, Milano MI, Italy or us at SompoPartVIITransfer@resolutemanagement.it You can also call our voic service on (inside Italy) (outside Italy). 12 How can I find out more? Further information can be found on our website
5 Scheme Summary 1 Introduction 1.1 This section summarises the proposed transfer of certain lines of general insurance business from the Italian branch of Sompo Japan Insurance Company of Europe Limited (Sompo) to Berkshire Hathaway International Insurance Limited (BHIIL) (the Transfer). 1.2 The Transfer will be achieved through a proposal (the Scheme) which will be submitted to the High Court of England and Wales (the Court) for its approval under Part VII of the Financial Services and Markets Act 2000 (the Act). 2 Summary of the Transfer 2.1 Sompo has agreed to transfer certain lines of its general insurance business together with the benefit of all associated reinsurance contracts (the Transferring Business) to BHIIL. 2.2 The Transferring Business will be transferred from Sompo to BHIIL by means of an insurance business transfer in accordance with Part VII of the Act. This is a Court approved process that transfers insurance business from one insurer to another. The Transferring Business comprises particular lines of general insurance business of Sompo carried out through its Italian branch, being contracts of insurance written and issued by the Italian branch of Sompo during the 2003 and prior underwriting years; and medical expenses business originally underwritten it the 2003 and prior underwriting years that continued to be renewed on a compulsory basis after 2003 (renewal being compulsory in the sense that Sompo had no right to cancel the policy if an insured sought renewal, which was available on an annual basis). The Transferring Business does not include insurance policies relating to the commercial risks of Japanese entities and two medical expense contracts which are still in force. 2.3 The Court will consider a report on the Scheme's terms by Gary Wells of Milliman, Consultants and Actuaries (the Independent Expert), whose appointment has been approved by the Financial Services Authority (FSA) to consider the impact of the proposal on the interests of policyholders. 2.4 A summary of the Independent Expert's report is set out in this booklet. 2.5 The application to Court is expected to be heard before a Judge of the Chancery Division of the High Court at 7 Rolls Buildings, Fetter Lane, London EC4A 1NL on 17 December A copy of the full Scheme document and the Independent Expert's report is available on the Sompo website or upon request: (a) (b) (c) in writing to Sompo Part VII Transfer Team, Resolute Management Limited, Foro Buonparte, 20, Milano MI, Italy (or to the Company Secretary, Sompo Japan Insurance Company of Europe Limited, Ist Floor, 6 Devonshire Square, London, EC2M 4YE); by to SompoPartVIITransfer@resolutemanagement.it; or by phone on (inside Italy) (outside Italy).
6 3 Key terms of the Transfer 3.1 The Transfer is conditional upon the Court granting an order pursuant to the Act sanctioning the Transfer. If this order is granted, the Transfer will become effective at 11:59pm on 31 December 2012 (or such later date as the directors of Sompo and BHIIL shall determine). 3.2 On and with effect from 31 December 2012, all of the insurance policies that form part of the Transferring Business, together with the relevant supporting assets and all liabilities, will automatically transfer to BHIIL. 3.3 In relation to the proposed Transfer, with effect from 31 December 2012: (a) (b) (c) transferring policyholders will continue to have the same rights, benefits and obligations and be subject to the same terms and conditions in relation to those policies save that BHIIL will be substituted as the insurer in place of Sompo; all rights, benefits and obligations or liabilities of Sompo under reinsurance agreements (so far as they relate to the Transferring Business) will be transferred to BHIIL and BHIIL will be substituted as a party to such contracts in place of Sompo; any pending or current proceedings relating to the Transferring Business will be commenced or continued by or against BHIIL in place of Sompo and BHIIL will be entitled to any and all defences, claims, counterclaims and rights of set-off that Sompo would have had. In the case of certain ongoing litigation between Sompo and some brokers, the proceedings will continue between Sompo and the relevant broker and Sompo will not be replaced by BHIIL. 3.4 The Scheme will be governed by and construed in accordance with English law.
7 Summary of the Report of the Independent Expert Introduction 1. This is a summary of a report dated 15 October 2012, (the "Independent Expert s Report ) that I have prepared having been nominated by Sompo Japan Insurance Company of Europe Limited ("SJE") and Berkshire Hathaway International Insurance Limited ("BHII") and approved by the FSA as an independent expert to report on the proposed transfer of certain lines of general insurance business of the Italian branch of SJE to BHII under an insurance business transfer scheme (the "Scheme ) pursuant to Part VII of the Financial Services and Markets Act 2000 (the "Act ). It should not be read as a substitute for my Independent Expert s Report, as taken in isolation it could be misleading. Please refer to the Independent Expert s Report for details of the scope of my work and my conclusions. The full report is available online at or may be obtained by written request to the Company Secretary at Sompo Japan Insurance Company of Europe Limited, 1st Floor, 6 Devonshire Square, London EC2M 4YE (or by contacting the Sompo Part VII Team at Resolute Management Limited, Foro Buonaparte, Milano MI, Italy) or by to SompoPartVIITransfer@resolutemanagement.it 2. The Independent Expert s Report is required under Section 109 of the Act in order that the High Court may properly assess the impact of the proposed Scheme. It describes the proposed transfer of business under the Scheme and discusses its possible effects on all affected policyholders, including effects on policyholder security and levels of administration services. 3. Earlier parts of this document contain a description of the Scheme so I have not included one in this summary, although I confirm that the description provided earlier in the document is consistent with my understanding of the Scheme. My summary of the Independent Expert s Report below has focused on the security of policyholders and the likely effect of the Scheme on policyholders of SJE and BHII, as applicable. 4. Reliances and Limitations - In carrying out my review and producing the Independent Expert s Report I have relied without independent verification upon the accuracy and completeness of the data and information provided to me, in both written and oral form, by SJE and BHII. Where possible, I have reviewed some of the information for reasonableness and consistency with my knowledge of the insurance industry. 5. I have only considered the Scheme to which the Independent Expert s Report relates and I have not considered any alternative schemes. 6. The Independent Expert s Report has been prepared on an agreed basis under Part VII of the Act for the Courts, SJE and BHII in order to meet the specific purposes of the Scheme, and must not be relied upon for any other purpose. The Independent Expert s Report is not meant for use by any third party to do or omit to do anything and no third party should place reliance on the Independent Expert s Report for that reason. The Independent Expert s Report has been prepared for persons technically competent in the areas covered. It must be considered in its entirety as individual sections, if considered in isolation, may be misleading. 7. In the event of any conflict of interpretation between this summary and the Independent Expert s Report, the interpretation contained in the Independent Expert s Report will prevail.
8 8. Conclusion In summary, in my opinion: the security of benefits of the transferring policyholders of SJE, the nontransferring policyholders of SJE and the policyholders of BHII will not be materially adversely affected by the implementation of the Scheme on the Effective Date; and the Scheme will not have an impact on service standards experienced by the policyholders transferring policyholders of SJE, the nontransferring policyholders of SJE and the policyholders of BHII. Further details of the reasons for these conclusions are set out as follows. Summary of the Independent Expert s Review of the Scheme 9. Security of Policyholders 9.1. Security is provided by the excess of assets (including, where appropriate, shareholder net assets) allocated towards general insurance business. Margins in the basis used to value liabilities also contribute to policyholder security I have considered the likely effects of the Scheme on the security of the policyholders of the Italian branch of SJE whose policies are to be transferred, the policyholders of SJE remaining and the current policyholders of BHII policyholders by comparing their position if the Scheme were or were not implemented and my conclusions are described below. The NICO Agreement 9.3. SJE has entered into a reinsurance agreement protecting the Transferring Business (the NICO Agreement ). The reinsurer under this agreement is National Indemnity Company (NICO), which is part of the Berkshire Hathaway group. The NICO Agreement covers only certain types of business written by SJE, but all of the business being transferred The NICO Agreement was entered into on 16 March 2012 based on the reserves held by SJE as of the end of 2010 and is therefore retroactive to 1 January The purpose of entering into the NICO Agreement was to secure interim protection for SJE against any adverse impact of the run-off of claim reserves held in respect of the Transferring Business until such time as the Scheme becomes effective so as to cut off the future liabilities of SJE attributable to the Transferring Business The NICO Agreement provides cover of up to 200 million in respect of the settlement of claims attributable to the Transferring Business on or after 1 January 2011 and applies at a level net of other reinsurance recoveries. Any emerging reinsurance bad debt is also covered by NICO Under the Scheme, the benefit of the NICO Agreement will transfer to BHII. Further, NICO has undertaken to increase the limit of the cover by 50 million to 250 million if the Scheme is sanctioned, and stated its intention to continue the agreement posttransfer.
9 The Transferring Policyholders of SJE 9.7. If the Scheme were not implemented, the transferring policyholders of SJE would remain with a medium sized company, with a reasonable level of security for their policies In assessing the likely effect of the transfer on the transferring policyholders, the main risk to consider is that BHII, post-transfer, would not be financially secure I began my assessment by considering the financial strength of BHII pre-transfer; I considered the reserve strength of BHII and the Individual Capital Assessment ( ICA ) prepared by BHII. In each case my review considered the methodology, modelling techniques and key assumptions used, and how these compare to the market practice. This led me to conclude that, before the proposed transfer, the level of reserves held as at 31 December 2011 appear reasonable at present, and the capital held by BHII is more than sufficient to meet its obligations at the level of confidence required by the FSA I considered how this assessment would change post-transfer, both in terms of changes to the reserves and the level of capital held, and changes to the risks that BHII faces: The reserving basis adopted by BHII after the Effective Date will not change as a result of the Scheme. While BHII s gross outstanding claims reserves will increase; net of reinsurance they are estimated to remain unchanged because any potential deterioration in the transferred liabilities would be expected to be recoverable via the NICO Agreement, which will transfer under the Scheme; The level of capital held by BHII post-transfer will not be reduced as a result of the Scheme; The transferring policyholders currently derive much of their security from the NICO Agreement. This will be unchanged as a result of the transfer, furthermore the limit will increase by 50 million as a result of the Scheme thereby, other things being equal, providing greater cover for the transferring policyholders; The transfer would lead to an increase in BHII s exposure to reinsurance credit risk. However, given that the reinsurer is NICO, which is a very large US insurer and is rated AA+ ( Very Strong ) by Standard & Poor s, I believe that the risk of default is very remote; The required level of regulatory capital will increase slightly as a result of the transfer since it includes a capital charge related to the increased reinsurance credit exposure arising from the NICO Agreement. The capital held by BHII will, however, remain in excess of the Individual Capital Guidance issued to BHII by the FSA Based on my assessment of the pre-transfer reserve strength and ICA of BHII and my assessment of the likely change to the capital and risks resulting from the proposed transfer, I am satisfied that the level of capital held by BHII would be more than sufficient to meet its obligations at the level of confidence specified by the FSA for general insurance companies. Nothing emerged during the course of my work that would give me concerns as to the financial strength of BHII if the Scheme were to go ahead. I have concluded that the security of the transferring policyholders would not be materially adversely affected by the proposed transfer.
10 The Existing Policyholders of BHII If the Scheme were not implemented, BHII policyholders would remain with a medium sized company that has a reasonable level of security. This security is strengthened by its substantial reinsurance arrangements with NICO In assessing the likely effect of the transfer on the policyholders of BHII (including those who become policyholders between the date of this report and the Effective Date), the main risk to consider is that the liabilities from the transferring policies deteriorate post-transfer to such an extent that BHII s solvency is threatened If the Scheme is approved, the NICO Agreement will transfer under the Scheme and NICO will reinsure BHII in respect of the Transferring Business with an increased limit of 250 million The NICO Agreement therefore protects BHII against any future deterioration in the liabilities of the Transferring Business up to the policy limit of 250 million (for which the risk of exhaustion is remote), i.e. it effectively eliminates the reserving risk arising from the Transferring Business. In addition, any emerging reinsurance bad debt is also covered by the NICO Agreement. As mentioned above, given that NICO is a very large US insurer and is rated AA+ ( Very Strong ) by Standard & Poor s, I believe that the risk of default under the NICO Agreement is very remote I have concluded that the security of BHII policyholders would not be materially adversely affected by the proposed transfer. The Non-Transferring Policyholders of SJE If the Scheme were not implemented, all SJE policyholders would remain with a medium sized company, with a reasonable level of security for their policies If the Scheme is sanctioned the liabilities pertaining to the Transferring Business will be removed from the balance sheet of SJE, along with all reinsurance assets related to the business (including the NICO Agreement). No other assets will be transferred to BHII While the net liabilities of SJE will be unchanged (as the business is effectively wholly reinsured into NICO); SJE s gross liabilities will reduce substantially SJE s regulatory capital requirements (on an ICA basis) will reduce as a result of the transfer of the liabilities and related risks of the Transferring Business under the proposed Scheme. As the available capital of SJE will be unchanged, the company s solvency margin will improve The remaining policyholders will also benefit from no longer having any exposure to the risks associated with the liabilities of the Transferring Business I therefore conclude that the security position of SJE policyholders is not adversely affected by the Scheme.
11 10. Levels of Service Claims (and other) administration for the transferring Italian branch business is currently the responsibility of SJE s Italian branch. However, under the terms of the NICO Agreement, SJE is obliged to delegate the administration to a claims servicer approved by NICO. SJE, pursuant to a Run-off Management Agreement, appointed Resolute Management Limited, an affiliate of NICO within the Berkshire Hathaway Group, to conduct the administration of the run-off from the commencement of the NICO Agreement Following the proposed transfer, Resolute Management Limited will continue to administer the run-off and therefore I do not anticipate any change in the level of service to the Italian branch policyholders transferring under Scheme There will be no changes to the administration of the non-transferring (remaining) business of SJE as a result of the Scheme The administration of the existing business of BHII will be unchanged as a result of the Scheme I am satisfied that the service standards provided to the transferring and nontransferring policyholders of SJE and the existing policyholders of BHII are not impacted to any material extent by the Scheme. 11. Protection for Policyholders To the extent that policyholders of SJE transferring to BHII are entitled pre-transfer to protection under the FSCS they will continue to be protected under the FSCS posttransfer The Scheme will have no effect on the eligibility of any group of policyholders to bring complaints to the UK FOS (if they are currently able to bring complaints to the FOS, this will remain the case after the implementation of the Scheme; if they are currently not eligible to complain to the FOS this will also remain the case after the implementation of the Scheme) I am therefore satisfied that the protection provided to the policyholders of SJE transferring to BHII and the existing policyholders of BHII afforded by the FSCS and/or the FOS is not adversely affected to any material extent by the Scheme.
12 Conclusion 12. In summary, in my opinion: the security of benefits of the transferring policyholders of SJE, the nontransferring policyholders of SJE and the policyholders of BHII will not be materially adversely affected by the implementation of the Scheme on the Effective Date; and the Scheme will not have an impact on service standards experienced by the policyholders transferring policyholders of SJE, the non-transferring policyholders of SJE and the policyholders of BHII. For a full understanding of the conclusions that I have reached, together with the rationale for those conclusions, it is important to read my Independent Expert s Report. It is also important that the limitations and assumptions contained therein are borne in mind when interpreting these conclusions. Update Report 13. My analysis has been based upon the material supplied me, including balance sheets and other information based on audited accounting positions as at 31 December As the proposed date of the Transfer is 31 December 2012, I will need to revisit these assumptions closer to the time to confirm that there have been no material changes to the arrangements that I have reviewed that would affect my overall opinion. I will prepare and issue (if necessary) an update report to be made available to the Court prior to the Final Court Hearing. Gary Wells, 15 October 2012
13 IN THE HIGH COURT OF JUSTICE No of 2012 CHANCERY DIVISION COMPANIES COURT IN THE MATTER OF SOMPO JAPAN INSURANCE COMPANY OF EUROPE LIMITED (previously named "188th Shelf Investment Company Limited" and "The Yasuda Kasai Insurance Company of Europe Limited") AND BERKSHIRE HATHAWAY INTERNATIONAL INSURANCE LIMITED AND IN THE MATTER OF PART VII OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 TRANSFER OF INSURANCE BUSINESS NOTICE IS HEREBY GIVEN that, by application dated 11 October 2012, Sompo Japan Insurance Company of Europe Limited ("Sompo") applied to the High Court of Justice of England and Wales for, amongst other things, an order under Section 111(1) of the Financial Services & Markets Act 2000 (the "Act") sanctioning an insurance business transfer scheme (the "Scheme") providing for the transfer, from its Italian branch, of certain lines of insurance business to Berkshire Hathaway International Insurance Limited ("BHIIL") and for an order making provision under Section 112 of the Act. The business included in the proposed transfer (the "Transferring Business") comprises particular lines of general insurance business of Sompo carried out through its Italian branch and being the contracts of insurance written and issued by the Italian branch of Sompo during the 2003 and prior underwriting years; and medical expenses business originally underwritten in the 2003 and prior underwriting years that continued to be renewed at the option of the insured after The Transferring Business does not include insurance policies relating to the commercial risks of Japanese entities and two medical expense policies which are still in force. If you are in any doubt as to whether your insurance policy is included in the proposed transfer please contact Sompo, at the address and reference set out below. Copies of a report on the terms of the Scheme prepared by an independent expert in accordance with section 109 of the Act (the Scheme Report ) and copies of a statement setting out the terms of the Scheme and containing a summary of the Scheme Report may be obtained, free of charge, by ing SompoPartVIITransfer@resolutemanagement.it, by writing to Sompo Part VII Team, Resolute Management Limited, Foro Buonaparte, 20, Milano MI, Italy (or contacting the Company Secretary at Sompo Japan Insurance Company of Europe Limited, Ist Floor, 6 Devonshire Square, London, EC2M 4YE) or may be downloaded from the Sompo website: Anyone who has questions regarding the proposed transfer or who requires any further information regarding the transfer may also contact Sompo by SompoPartVIITransfer@resolutemanagement.it or by correspondence to Sompo Part VII Team, Resolute Management Limited, Foro Buonaparte, 20, Milano MI, Italy or by calling (inside Italy) (outside Italy). The application will be heard on 17 December 2012 before a Judge of the Chancery Division
14 of the High Court at 7 Rolls Building, Fetter Lane, London, EC4A 1NL, United Kingdom. Any person (including an employee of Sompo or BHIIL) who alleges that he or she would be adversely affected by the carrying out of the Scheme is entitled to: (i) (ii) (iii) appear at the hearing and make representations in person; instruct a barrister or solicitor advocate to appear at the hearing and make representations on his/her behalf; or make representations in writing. If you intend to appear at the hearing in person, or to instruct someone to appear on your behalf, you are requested to give notice of your intention to do so in writing, setting out the reasons why you believe you may be adversely affected. You are requested to send such notice, or if you are not intending to appear in person or by your legal representative, any written representations that you may have, to Sompo Part VII Team, Resolute Management Limited, Foro Buonaparte, 20, Milano MI, Italy or to Clyde & Co LLP, The St Botolph Building, 138 Houndsditch, London, EC3A 7AR (ref: G Quirk/R Masaon/ ). Please provide such notice or such written representations by close of business on 10 December If the Scheme is sanctioned by the Court, it will result in the transfer of all the contracts, property, assets and liabilities within its scope of Sompo to BHIIL; notwithstanding any restriction or right that might otherwise apply in relation to such transfer. Any such restriction or right will only be enforceable to the extent the order of the Court makes provision to that effect. Clyde & Co LLP, The St Botolph Building, 138 Houndsditch, London, EC3A 7AR. Solicitors to Sompo and BHIIL (Ref: G Quirk/R Masaon/ )
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