IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES INSOLVENCY AND COMPANIES LIST (ChD)

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IN THE HIGH COURT OF JUSTICE 008390 BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES INSOLVENCY AND COMPANIES LIST (ChD) CR-2018- THE HONOURABLE MR JUSTICE HILDYARD 31 OCTOBER 2018 IN THE MATTER OF

1 IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES INSOLVENCY AND COMPANIES LIST (ChD) CR THE HONOURABLE MR JUSTICE HILDYARD 31 OCTOBER 2018 IN THE MATTER OF STRONGHOLD INSURANCE COMPANY LIMITED AND IN THE MATTER OF THE COMPANIES ACT 2006 ORDER UPON THE APPLICATION by the Part 8 Claim Form dated 4 October 2018 of the above-named Stronghold Insurance Company Limited (the "Scheme Company") whose registered office is 46 Rose Lane, Norwich, NR1 1PN and whose registered number is AND UPON HEARING William Trower QC and Adam Goodison of Counsel for the Scheme Company, and upon hearing Hilary Stonefrost of Counsel for Allstate Insurance Company, and upon reading the letter from Covington & Burling LLP dated 5 October 2018 on behalf of its clients as stated AND UPON READING the Part 8 Claim Form and the evidence filed AND UPON the Court adopting in this Order, save where terms are otherwise expressly defined, the abbreviations, words and phrases contained in the Scheme described below IT IS ORDERED that: 1. The Scheme Company be at liberty to convene two meetings of its Scheme Creditors as follows: a meeting of those Scheme Creditors in respect of Notified Outstanding Liabilities (the "Notified Outstanding Scheme Meeting"); and a meeting of those Scheme Creditors in respect of IBNR Liabilities (the "IBNR Scheme Meeting"), - 1 -

2 (each individually a "Scheme Meeting" and together, the "Scheme Meetings") for the purposes of considering and, if thought fit, approving, with or without modification, the scheme of arrangement proposed to be made between the Scheme Company and the Scheme Creditors pursuant to Part 26 of the Companies Act 2006 (the Scheme ). 2. The Scheme Meetings shall be held on 20 February 2019 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ as follows: the Notified Outstanding Scheme Meeting shall commence at 10:00 a.m. (London time); and the IBNR Scheme Meeting shall commence at the later of 10:10 a.m. (London time) or as soon as possible following the conclusion of the Notified Outstanding Scheme Meeting. 3. Not less than 42 clear days before the day fixed for the Scheme Meetings: a copy of the Scheme, a copy of the statement required to be furnished pursuant to section 897 of the Companies Act 2006, a copy of the notice convening the Scheme Meetings (the "Notice") and copies of the voting and proxy form to be used for voting at the Scheme Meetings (the "Voting and Proxy Form") with accompanying guidance notes (together the "Scheme Document") substantially in the form initialled by the Court shall be: (i) (ii) (iii) sent by post or to all those Scheme Creditors for which it has current address details, known Brokers, policyholder attorneys and other interested parties identified by the Scheme Company at their last known addresses; made available to all Scheme Creditors on the Scheme Company's website at (the "Website"); and made available in hardcopy to any Scheme Creditor upon written request made by that Scheme Creditor to the Scheme Company; a copy of the Notice shall be published in the UK editions of Insurance Today and the Financial Times and the US editions of Business Insurance and USA Today and on the websites of the Insurance and Reinsurance Legacy Association and the Association of Insurance and Reinsurance Run-Off Companies. 4. Unless the Court orders otherwise, the accidental omission to serve any Scheme Creditor with the Notice and/or the Voting and Proxy Form or - 2 -

3 the non-receipt by any Scheme Creditor of the Notice and/or the Voting and Proxy Form shall not invalidate the proceedings at a Scheme Meeting. 5. Dan Schwarzmann, or failing him, Nigel Rackham, shall act as chairman of each of the Scheme Meetings and any adjournment thereof (the "Chairman"). 6. Scheme Creditors may attend and vote at a Scheme Meeting in person (or, if a corporation, by a duly authorised representative). 7. A Scheme Creditor may appoint one person as their proxy and may provide in the appointment that the appointee may vote in their absolute discretion. Any person appointed as proxy for a Scheme Creditor may attend and speak at the Scheme Meetings. 8. Scheme Creditors, brokers or other third-party agents for Scheme Creditors shall register their attendance prior to the commencement of the Scheme Meetings. A passport or other form of identification shall be required as proof of personal identity to attend the Scheme Meetings and the passport/identification must match the records and investigations of the Scheme Company. If appropriate personal identification is not produced, that person shall only be permitted to attend and vote at a Scheme Meeting at the discretion of the Chairman. 9. Scheme Creditors shall be requested to complete and sign the Voting and Proxy Form, in accordance with the accompanying guidance notes, to be used at a Scheme Meeting even if they intend to be present at it. Completed Voting and Proxy Forms and any supporting evidence shall be returned as soon possible, and, in any event, so that they are received by 5.00 p.m. (London time) time on 19 February 2019 by the Scheme Company. Returning the Voting and Proxy Form to the Scheme Company shall not prevent any Scheme Creditor from attending and voting in person at the Scheme Meetings. 10. For the purposes of voting at a Scheme Meeting, a Scheme Creditor's claim shall be converted into US Dollars at the closing mid-market rate of exchange for the relevant currency quoted by The Financial Times on 31 December The Chairman shall consider Voting and Proxy Forms which have been completed and submitted in accordance with the instructions thereof in order to determine the value of each Scheme Creditor's vote at a Scheme Meeting. 12. The Chairman's determination shall be based on (i) the information provided by the Scheme Creditor; (ii) the information available to the Scheme Company from its existing records; (iii) advice provided to the Scheme Company by the Scheme Actuarial Adviser on the application of the principles described in the Estimation Guidelines; and (iv) if any, the report of the Independent Vote Assessor. For the purposes of valuing - 3 -

4 claims for voting, claims shall be calculated net of any known set-off, Security or applicable deductions. 13. The Chairman shall reject a vote in whole or in part, if he considers that it does not represent a reasonable assessment of the value of the Liabilities to which it relates. Where the Chairman has reduced or rejected a Scheme Creditor's assessment of the value of its vote, he shall notify the relevant Scheme Creditor of such decision, and the reasons therefore, before the Scheme Meetings if possible and, in any event, before the sanction hearing. 14. Save in the circumstances described in paragraph 17 below, the value attributed to the votes cast at a Scheme Meeting shall be subject to an assessment by the Independent Vote Assessor. 15. The Chairman shall provide the Independent Vote Assessor with a list of all votes submitted at each Scheme Meeting. The direction of the vote cast will not be disclosed to the Independent Vote Assessor. The Chairman will indicate which votes, in his opinion, should be reviewed by the Independent Vote Assessor. This shall include: (c) all votes against the Scheme; sufficient votes in favour of the Scheme to determine whether the requisite majority has been achieved at the relevant Scheme Meeting; and any additional votes the Chairman shall request. 16. The Independent Vote Assessor shall be instructed to review the Chairman's valuation of each vote indicated to him by the Chairman (and such other votes as he shall reasonably determine). The Independent Vote Assessor shall report his findings to the Chairman for review by him of the values placed on the votes at each Scheme Meeting. The Independent Vote Assessor's report shall be made available to the Court at the sanction hearing. If the Chairman revises his view of the value of a vote following review by the Independent Vote Assessor, the Scheme Creditor shall be notified of the revised determination. If there is any dispute, the Chairman shall include details of any dispute in his report to the Court of the result of votes at the Scheme Meetings and full details shall be included in the evidence filed with the Court for the sanction hearing. 17. The Chairman shall not instruct the Independent Vote Assessor to review the Chairman's valuations of any votes in circumstances where: all votes cast in respect of the Scheme are cast in favour of it; or the Scheme is approved by the requisite majority of Scheme Creditors where the Chairman attributes: - 4 -

5 (i) (ii) the higher of the Scheme Company's or the Scheme Creditor's valuation of the Scheme Creditor's claim against the Scheme Company when valuing the votes cast against the Scheme; and the lower of the Scheme Company's or the Scheme Creditor's valuation of the Scheme Creditor's claim against the Scheme Company when valuing the votes cast in favour of the Scheme. 18. The values attributed to any vote shall not constitute an admission of the existence or amount of any Scheme Claim and shall not bind the Scheme Company or the Scheme Creditor, unless a Scheme Creditor elects to use its Voting and Proxy Form as the basis for its Scheme Claim. 19. The Chairman shall file a report on the Scheme Meetings and the voting prior to the hearing of any application for sanction of the Scheme. 20. The Chairman and the Scheme Company shall be at liberty to apply for such further directions in this matter as may be necessary or appropriate. 21. If the Scheme is approved at each Scheme Meeting by the required statutory majority, the Part 8 Claim Form may be restored and a further Court hearing, at which the Scheme Company may seek the sanction of the Court of the Scheme shall be listed. 22. It is ordered that the Company shall pay to Allstate Insurance Company costs summarily assessed at 7,500 to be payable by the Company within 14 days and that there shall be no further order as to costs. Service of this Order The Court has provided a sealed copy of this Order to the serving party: Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ Ref: Tel: Fax DX: Canary Wharf 3-5 -

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IN THE MATTER OF STRONGHOLD INSURANCE COMPANY LIMITED ("STRONGHOLD") (ALSO REFERRED TO AS THE "SCHEME COMPANY") AND ITS SCHEME CREDITORS

VOTING AND PROXY FORM IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES INSOLVENCY AND COMPANIES LIST (ChD) IN THE MATTER OF STRONGHOLD INSURANCE COMPANY LIMITED ("STRONGHOLD")