Summary of the Scheme IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (ChD) COMPANIES IN THE MATTER OF CNA INSURANCE COMPANY LIMITED and IN THE MATTER OF CNA INSURANCE COMPANY (EUROPE) S.A. and IN THE MATTER OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 SUMMARY OF THE SCHEME 1 Introduction 1.1 CNA Insurance Company Limited (the Transferor) is proposing to transfer all of its general insurance and reinsurance business: (i) written through its active branches in Belgium, Denmark, France, Germany, Italy and the Netherlands (the Branches) which comprises the entirety of the Transferor s business in Belgium, Denmark, France, Germany, Italy and the Netherlands; and (ii) written by the Transferor on a freedom of services basis through its head office in the United Kingdom which relates only to a risk or risks situated in an EEA state other than the United Kingdom (the UK FOS Business), ((i) and (ii) together the Transferred Business) to CNA Insurance Company (Europe) S.A. (the Transferee). 1.2 The transfer of the Transferred Business (the Transfer) is to be effected through an insurance business transfer scheme (the Scheme). The Scheme will be carried out through the High Court of Justice in England (the High Court) in accordance with Part VII of the UK Financial Services and Markets Act 2000. 1.3 This document sets out a summary of the effect of the Scheme. CFD-#28638961-v4 1
1.4 This document is only a summary. Full details of the Scheme can be found in the complete version which is available free of charge (please refer to paragraph 5 below for further information). 2 Background of the Transferor and the Transferee 2.1 The Transferor is a company incorporated in England and Wales with registered number 00000950. The registered office of the Transferor is at 20 Fenchurch Street, London, EC3M 3BY, United Kingdom. 2.2 The Transferee is a company incorporated in Luxembourg with registered number B222697. The registered office of the Transferee is at 35F Avenue J.F Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg. 2.3 The Transferred Business includes all of the Transferor s general insurance and reinsurance business written through the Branches and the UK FOS Business. 2.4 The Transferor is authorised and regulated by the UK Prudential Regulation Authority (the PRA) and is also regulated by the UK Financial Conduct Authority (the FCA). 2.5 The Transferee is authorised and regulated by the Commissariat aux Assurances, the Luxembourg regulatory authority responsible for the supervision of the insurance sector (the CAA). 3 Process and Timings of the Scheme 3.1 The proposed timings for the Scheme are: High Court hearing 4 December 2018 Proposed "Effective Date" (when the Transferred Business will transfer to the Transferee) 00:01 GMT on 1 January 2019 3.2 The Scheme will not go ahead unless the High Court approves it on 4 December 2018. 3.3 If the High Court imposes any change or conditions to the proposed Scheme, the Scheme will not take effect unless the Transferor and the Transferee consent. 4 Summary of the Scheme 4.1 The following is a summary of the main points of the Scheme. As noted above, the full version of the scheme document is available free of charge (please refer to paragraph 5 below for further information). CFD-#28638961-v4 2
4.2 In addition, the Transferor and the Transferee have prepared a series of policyholder communications which are available at the CNA Hardy website (at www.cnahardy.com/brexit). The Effect of the Scheme 4.3 As stated above, the Scheme is intended to transfer all of the Transferred Business from the Transferor to the Transferee. Claims paid by the Transferee after the Effective Date 4.4 It is intended that from the Effective Date, all the rights and obligations arising from the Transferred Business will automatically transfer to the Transferee and will no longer rest with the Transferor. This means that the Transferee will be responsible for paying all claims and meeting all the other obligations which were previously obligations of the Transferor in relation to the Transferred Business. Exceptions 4.5 Despite the intention explained in 4.4 above, there may be a small number of policies which fall outside the Scheme. These would be "Excluded Policies" or "Residual Policies", as described in more detail in the full version of the Scheme. Any Residual Policies will transfer to the Transferee as soon as possible following the Effective Date. No Changes to Policy Terms and Conditions 4.6 There will be no changes to the terms and conditions of the transferring policies, save that the (re)insurer will be the Transferee not the Transferor. Policy administration 4.7 The administration (including claims handling) of the Transferred Business currently undertaken in Belgium, Denmark, France, Germany, Italy, the Netherlands and the UK by the Transferor will be carried out in the same manner regardless of whether the Scheme is sanctioned or not. The employees of the Transferor in Belgium, Denmark, France, Germany, Italy and the Netherlands will, subject to the completion of appropriate employee consultation procedures and the Scheme taking effect, transfer to and be employed by the corresponding branch of the Transferee. These staff will continue to administer the Transferred Business in the same way that it is currently administered. 4.8 The Transferor does not have any employees in the UK but instead appoints CNA Services (UK) Limited to act as a service company and employing entity. The Transferee will enter into arrangements with the above entity, pursuant to which the relevant employees who currently administer certain transferring policies will continue to do so after the Transfer. The Scheme CFD-#28638961-v4 3
should therefore not have any effect on the policy administration arrangements for the Transferred Business. Continuity of proceedings or litigation 4.9 From the Effective Date, any current proceedings or litigation which are brought by or against the Transferor in connection with the Transferred Business shall be continued by or against the Transferee, and the Transferee shall be entitled to all defences, claims, counterclaims and rights of set-off that would have been available to the Transferor. 4.10 From the Effective Date, any judgement, settlement, order or award under current or past proceedings obtained by or against the Transferor in relation to the Transferred Business shall be enforceable by or against the Transferee in place of the Transferor. Costs and Expenses 4.11 None of the costs and expenses relating to the preparation of the Scheme or High Court process will be borne by the policyholders. 5 Further Information If you have any further questions or require a full version of the Scheme please: visit the CNA Hardy website at www.cnahardy.com/brexit call the relevant dedicated helpline, free of charge, on: UK - 08000157256 Belgium - 080048638 Denmark - 80826896 France - 0805102350 Germany - 08005891869 Italy - 800085613 The Netherlands - 08000232650 write to us at: CNA Hardy Corporate Legal Team, 20 Fenchurch Street, London, EC3M 3BY Email us at Brexit@cnahardy.com CFD-#28638961-v4 4
Summary of the Independent Expert's Report on the Proposed Transfer of a Portfolio of Policies from CNA Insurance Company Limited to CNA Insurance Company (Europe) S.A. About the independent expert My name is Simon Sheaf and I am Head of General Insurance Actuarial and Risk within Grant Thornton UK LLP. I am a Fellow of the Institute and Faculty of Actuaries and a Fellow of the Society of Actuaries in Ireland. I have more than 25 years of experience working within the general insurance industry. I have previously been a member of both the Council and the Management Board of the Institute and Faculty of Actuaries. About this document This document is a summary of my report ( my Report ) that has been prepared following my nomination by CNA Insurance Company Limited ( CICL ) and CNA Insurance Company (Europe) S.A. ( CICE ) to be the Independent Expert reporting on the proposed insurance business transfer scheme under Part VII of the Financial Services and Markets Act 2000 to transfer a portfolio of policies from CICL to CICE ( the Scheme ). My appointment has been approved by the Prudential Regulation Authority ( PRA ) having consulted with the Financial Conduct Authority ( FCA ). This summary sets out the key findings, methodology, assumptions and analysis from my Report. This summary is subject to the same limitations on its use as those set out in my Report. This summary of my Report must be considered in conjunction with my Report and reliance must not be placed solely on this summary. In the event of real or perceived conflict between this summary and my Report, my Report shall prevail. I have used a number of terms and abbreviations within this summary that are defined in my Report. Copies of my Report can be obtained at www.cnahardy.com/brexit or by writing to CNA Corporate Legal Team, 20 Fenchurch Street, London EC3M 3BY. Purpose of the Scheme The purpose of the Scheme is to ensure that CICL retains the ability to service its general insurance policyholders following the UK s departure from the EU ( Brexit ). CICL has established CICE as a wholly owned subsidiary domiciled in Luxembourg. The Scheme will transfer certain policies of CICL transacted under EU Freedom of Establishment and Freedom of Services passports to CICE prior to the UK s departure from the EU. Who will be affected by the Scheme? The policyholders affected by the Scheme include not only the policyholders within the Transferring Portfolio but also the policyholders remaining within CICL at the Effective Date of the Scheme. I understand that CICE will not have any existing policyholders prior to the Scheme. I am not required to consider the impact of the Scheme on any policyholders that subsequently effect policies with either CICL or CICE.
My role An Independent Expert s Report is required under Section 109 of the Financial Services and Markets Act 2000 in order that the Court may properly assess the impact of the proposed Scheme. My Report describes the proposed transfer of business under the Scheme and considers the potential impact on all affected policyholders, including the security of their policies and the levels of service that policyholders can expect to receive once the Scheme becomes effective. Scope of Scheme The proposed Scheme relates to the transfer to CICE of: Insurance business underwritten by CICL through its branches in Belgium, Denmark, France, Germany, Italy and the Netherlands. This business will be assumed as branches of CICE to be established in those respective countries on the Effective Date of the Scheme. Business underwritten from the UK with risks located only in the EEA, excluding the UK. This business will transfer to a newly established UK branch of CICE on the Effective Date. The majority of this business (approximately 70%) arises from a medical malpractice portfolio in France and a professional indemnity portfolio in Ireland. Overview of my analysis In considering the impact of the Scheme on policyholders, I have considered both the impact of the Scheme on the financial resources available to support policyholders and also a number of non-financial impacts regarding how the policyholders experience may change as a result of the Scheme. My approach to considering the effect of the Scheme on non-financial service levels experienced by policyholders has been to determine if a change in service arrangements would occur if the Scheme were to proceed, and to compare any changes with the arrangements that would be in place were the Scheme not to proceed. Will the Scheme impact the security of the policyholders? Transferring Portfolio With respect to the Transferring Portfolio, I have concluded that these policyholders would be moving to a company that I believe has a sufficient level of capital in order to meet policyholder obligations. In addition, I have concluded that there will be no material adverse impact on the security, including under insolvency, provided to the majority of the transferring policyholders. Therefore, I do not expect that the majority of the transferring policyholders would be materially adversely affected by the Scheme. However, there is a small subset that might be disadvantaged in relation to security, including under insolvency, as a result of losing access to the Financial Services Compensation Scheme (the compensation fund of last resort for customers of authorised financial services firms in the UK) following the Scheme. I do not believe that this should prevent the Scheme from proceeding as this potential disadvantage is, in my opinion, preferable to the potential alternative that it might not be possible to service the transferring policyholders following the UK s departure from the EU. Policyholders remaining in CICL With respect to the Remaining Portfolio, I do not expect any material adverse impact on policyholder security as a result of the Scheme. These policyholders are remaining in a company that I believe has a sufficient level of capital in order to meet policyholder obligations. What are the other financial impacts of the Scheme? Other financial factors In addition, I have considered the impact of the Scheme on each of investment strategy; ongoing expenses; pension arrangements; tax; liquidity; new business strategy; and existing guarantees. I do not identify any changes in any of these areas as a result of the Scheme that would cause any material adverse impact to either group of policyholders.
What is the non-financial impact of the Scheme? Service levels I have considered the impact on the level of service, specifically claims handling and policy servicing as a result of the Scheme. I do not identify any changes in any of these areas as a result of the Scheme that would cause any material adverse impact to either group of policyholders. Other non-financial factors In my Report, I have also considered the impact of any changes as a result of the Scheme to each of regulatory regime; complaints; impact of Brexit; management and governance arrangements; and non- EEA risks. I do not identify any changes as a result of the Scheme in any of these areas that will cause any material adverse impact on either group of policyholders. Will the Scheme impact reinsurers? I understand that the existing reinsurance arrangements of CICL will be extended to also cover the Transferring Portfolio following the Scheme. I further understand that any new reinsurance purchased by CICE following the Scheme will be consistent with that purchased by CICL. I understand that CICE will not commence underwriting prior to the Scheme and therefore will not have any existing or historical reinsurance protections. As a result, my opinion is that the Scheme will have no material adverse impact on CICL's or CICE s current or historic reinsurers. Overall conclusion I have considered the Scheme and its likely effect on transferring policyholders, policyholders remaining within CICL and reinsurers. I do not expect any group of policyholders or reinsurers to be materially adversely affected by the Scheme and therefore I see no reason why the Scheme should not proceed. Simon Sheaf FIA, FSAI Head of General Insurance Actuarial & Risk Grant Thornton UK LLP 7 August 2018 www.grant-thornton.co.uk 2018 Grant Thornton UK LLP. All rights reserved. "Grant Thornton" means Grant Thornton UK LLP, a limited liability partnership. Grant Thornton UK LLP is a member firm within Grant Thornton International Ltd ( Grant Thornton International ). Grant Thornton International and the member firms are not a worldwide partnership. Services are delivered by the member firms independently.
Legal Notice IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (ChD) COMPANIES IN THE MATTER OF CNA INSURANCE COMPANY LIMITED - and - IN THE MATTER OF CNA INSURANCE COMPANY (EUROPE) S.A. - and - IN THE MATTER OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 Notice is hereby given that on 9 August 2018 an Application was made under section 107 of the Financial Services and Markets Act 2000 (the Act) in the High Court of Justice, Business and Property Courts of England and Wales, Companies Court (Chd) in London by CNA Insurance Company Limited (the Transferor ) and CNA Insurance Company (Europe) S.A. (the Transferee ), for an order: (1) under section 111 of the Act sanctioning a scheme (the Scheme) providing for the transfer to the Transferee of: (a) (b) the entire general insurance and reinsurance business written and/or assumed by or on behalf of the Transferor through its branches in Belgium, Denmark, France, Germany, Italy and the Netherlands; and the general insurance and reinsurance business written and/or assumed by or on behalf of the Transferor on a freedom of services basis through its head office in the United Kingdom which relate only to a risk or risks situated in any EEA State other than the United Kingdom; and (2) making ancillary provisions in connection with the Scheme pursuant to sections 112 and 112A of the Act. A copy of the report on the terms of the Scheme prepared in accordance with section 109 of the Act by an Independent Expert (the Scheme Report), a statement setting out the terms of the Scheme and a summary of the Scheme Report, and the Scheme document may be obtained free of charge by contacting the Transferor using the telephone numbers or addresses set out below. These documents and other related documents, including sample copies of the communications to policyholders, are also available via the website at www.cnahardy.com/brexit. This website will be updated for any key changes to the proposed transfer. Any questions or concerns relating to the proposed Scheme should be referred by telephone or in writing to the Transferor at the following freephone telephone numbers: CFD-#28954236-v2 1
(1) UK 08000157256; (2) Belgium 080048638; (3) Denmark 80826896; (4) France 0805102350; (5) Germany 08005891869; (6) Italy 800085613; and (7) the Netherlands. 08000232650 Postal address: CNA Hardy Corporate Legal Team, 20 Fenchurch Street, London, EC3M 3BY Our phone lines are open from 9.00am to 5.00pm Monday to Friday (excluding bank holidays and public holidays). Email: Brexit@cnahardy.com If you have a policy with CNA Insurance Company Limited please quote your policy number in any correspondence. This can be found on your policy documentation or related correspondence. The Application is due to be heard at the High Court of Justice of England and Wales, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, UK on 4 December 2018. Any person who thinks that he or she would be adversely affected by the carrying out of the Scheme, or objects to the Scheme, may attend the hearing and express their views, either in person or by representative. It is requested that anyone intending to do so informs the Transferor at the address provided above, in writing as soon as possible and preferably before 27 November 2018 to set out the nature of their objection. This will enable the Transferor to provide notification of any changes to the hearing and, where possible, to address any concerns raised in advance of the hearing. Any person who objects to, or considers they may be adversely affected by, the Scheme but does not intend to attend the hearing may make representations about the Scheme by giving written notice of such representations to the Transferor at the address or by calling one of the dedicated telephone numbers provided above, in each case as soon as possible and preferably before 27 November 2018. The Transferor will inform the UK s Financial Conduct Authority and Prudential Regulation Authority of any objections raised in advance of the hearing, regardless of whether the person making the objection intends to attend the hearing. 16 August 2018 Norton Rose Fulbright LLP, 3 More London Riverside, London, SE1 2AQ, United Kingdom Solicitors acting for the Transferor and Transferee. CFD-#28954236-v2 2