Proposed Transfer of ESI s Life Insurance Business

Proposed Transfer of ESI s Life Insurance Business Policyholder information Eagle Star Insurance Company Limited

Contents 1. Part A: Scheme Summary 3 1.1 Introduction 3 1.2 Summary of the Proposed Transfer and Key Terms 3 1.3 Key Terms of the Proposed Transfer 4 1.4 Further information 5 2. Part B: Information for Policyholders 6 2.1 ESI Policyholders 6 2.2 ZAL Policyholders 6 2.3 Do you need to do anything? 7 3. Part C: Information for With-Profits Policyholders of ESI and ZAL 7 4. Part D: Summary of the Independent Expert s Report 8 4.1 Introduction 8 4.2 Scheme 10 4.3 Summary of Conclusions 10 4.4 Background to ESI 10 4.5 Background to ZAL 11 4.6 Motivation for the Scheme 12 4.7 Assessment of the Scheme 12 4.8 Supplementary Report 17 5. Part E: Notice 18 2

1. Part A: Scheme Summary 1.1 Introduction We are proposing to transfer the life insurance business (including permanent health insurance business) of Eagle Star Insurance Company Limited (ESI), which was written through ESI s Maltese branch, to Zurich Assurance Ltd (formerly Eagle Star Life Assurance Company Limited) (ZAL), (the Proposed Transfer). Both ESI and ZAL are Zurich Insurance Group companies. In 1990, ESI entered into a reassurance agreement with ZAL. As a consequence, ZAL is already indirectly responsible for providing the benefits for ESI s life insurance policyholders by way of reassurance. However, the reassurance agreement did not transfer the actual policies to ZAL, which remained ESI policies. Under the Proposed Transfer, all life insurance policies written by ESI through its Maltese branch will be transferred to ZAL and the provider of those policies will change to ZAL. No other terms and conditions of the policies will change as a result of the Proposed Transfer and the policies will continue to be administered from Malta by Eagle Star (Malta) Limited (ESM), which is also part of the Zurich Insurance Group, in the same way as before the Proposed Transfer. This explanatory statement summarises the key elements of our proposal and provides further information about the changes. 1.2 Summary of the Proposed Transfer and Key Terms ESI has agreed, subject to the necessary approvals, to transfer all of its Maltese life insurance business, including all policies and corresponding assets and liabilities (the Transferring Business) to ZAL. Upon completion of the Proposed Transfer, no insurance business will remain with ESI. The Proposed Transfer will be implemented through an insurance business transfer under Part VII of the Financial Services and Markets Act 2000 (FSMA), which will require the approval of the High Court of England and Wales (the High Court). The High Court hearing is currently scheduled for 11 September 2015. If the Proposed Transfer is approved by the High Court, it is intended that it will become effective at 23:59 on 30 September 2015 (the Effective Date). 3

4 The legal process to effect the Proposed Transfer requires the appointment of an independent expert (who must be an independent consulting actuary and not an employee of ESI or ZAL) to give a report (the Independent Expert s Report) to the High Court on the likely effects of the Proposed Transfer on policyholders. This role will be fulfilled by David King of Ernst & Young LLP (the Independent Expert). His appointment to consider the likely effect of the Proposed Transfer on policyholders and certain other interested parties was approved by the Prudential Regulation Authority (the PRA), the authority responsible for the supervision and regulation of UK-registered insurance companies, after consultation with the Financial Conduct Authority (FCA) The Independent Expert has concluded that policyholders will not be materially affected as a result of the Proposed Transfer. A summary of the Independent Expert s Report is set out in Part D of this Explanatory Statement. The High Court will consider this report before approving the Proposed Transfer. 1.3 Key Terms of the Proposed Transfer With effect from the Effective Date, all of ESI s Maltese life insurance policies, together with corresponding assets and all liabilities, will automatically transfer to ZAL. ESI 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 ZAL will be substituted as the insurer in place of ESI. This means that: if you are an ESI policyholder, your regular payments to and from ESI will be payable to ZAL from the date of the Proposed Transfer. However, you will still make payments directly to ESM, who will process them on ZAL s behalf; if you are a ZAL policyholder, your regular payments to ZAL will remain unchanged; any proceedings, whether current, future, pending, threatened or otherwise involving ESI will be commenced or continued by or against ZAL in place of ESI and ZAL will be entitled to any and all defences, claims, counterclaims and rights of set-off that the ESI would have had; and

any judgment, order or award relating to the Transferring Business which is not fully satisfied on or before 23:59 on 30 September 2015 will become enforceable by or against ZAL in the place of ESI. It is possible that certain of the policies, assets, mandates, proceedings or liabilities that would otherwise be included in the Transferring Business may not transfer at 23:59 on 30 September 2015 (for example, because of legal steps that are required to be taken in other jurisdictions) and will remain with ESI. Notwithstanding this, ZAL will administer any such policies, assets or liabilities on behalf of ESI and shall have full authority to conduct any such proceedings or, where appropriate, direct ESI as to the conduct of the proceedings. As a result of the Proposed Transfer: there will be no changes to the way your policy is administered; your policy number(s) will not change; and the terms and conditions of your policy will not change. All costs and expenses incurred in connection with the Proposed Transfer, including the Independent Expert s fees, legal fees and the fees of the PRA and FCA, shall be borne by ESI. 1.4 Further Information If you have any questions or concerns about the Proposed Transfer, you can find further information, including the Scheme Document, the full Independent Expert s Report, and the reports of the actuarial functionholder and the with-profits actuary of ESI and ZAL free of charge on our website at http://www.zurich.co.uk/eaglestartransfer/. You can also request free copies of any of these documents, including Maltese translations of the Scheme Document and Independent Expert s Report, or ask any further questions you may have by calling ESM on 21245335 from within Malta or +356 21245335 from outside Malta. Our phone lines are open from 9:00 to 15:45 (Maltese time) on Monday and 9:00 to 12:45 (Maltese time) Tuesday to Friday and we ll be pleased to help. 5

You can also write to ESM at PO Box 314 Valletta VLT 1000, Malta or by email at estar@maltanet.net. In addition, if you are a resident in Malta you may also inspect or obtain copies (free of charge) of the documents relating to the Proposed Transfer between the hours of 9.00 to 15.45 (Maltese time) on Monday and 9.00 to 12.45 (Maltese time) Tuesday to Friday at the offices of ESM. 2. Part B: Information for Policyholders 2.1 ESI Policyholders If you have a life insurance policy (which includes permanent health policies) with ESI we propose to transfer it, subject to the High Court s approval, to ZAL. If the Proposed Transfer is approved by the High Court, all life insurance policies with ESI and the corresponding assets, liabilities, rights and obligations will be transferred from ESI to ZAL. Your rights and obligations under your policy will not change but will, following the Proposed Transfer, be exercisable against or owed to ZAL alone. The Independent Expert has determined that your benefit security and your reasonable benefit expectations will not be materially affected by the Proposed Transfer. The Independent Expert has further determined that as ESI s life insurance business is currently administered from Malta by ESM, and will continue to be administered by ESM on behalf of ZAL following the Proposed Transfer, policy servicing and communication will not be affected by the Proposed Transfer. 2.2 ZAL Policyholders If you have a ZAL life insurance policy the Proposed Transfer will not change your policy terms. Your policy will remain with ZAL and continue to be administered in the same way. The Independent Expert has determined that your benefit security and your reasonable benefit expectations will not be materially affected by the Proposed Transfer. 6

2.3 Do you need to do anything? If you do not have any concerns about the Proposed Transfer you do not need to do anything. If you are concerned that the Proposed Transfer could adversely affect you, you have the right to raise your concerns with the High Court, either in person, through representation or in writing. Alternatively, you can raise any concerns with us in writing or over the telephone and we will make a record of your concerns and provide a copy to the PRA, FCA, Independent Expert and High Court. We have explained the process for raising concerns at Question 8 of the Questions and Answers document. The final High Court hearing for the approval of the Proposed Transfer is expected to take place on 11 September 2015 at The Rolls Building, Fetter Lane, London, EC4A 1NL. If the High Court hearing date changes we will update our website, http://www.zurich.co.uk/eaglestartransfer/, to confirm this so you may wish to check for updates. If you believe you will be adversely affected by our proposals we ask that you give notice in writing as soon as possible, and preferably before 31 August 2015. All correspondence should be addressed to PO Box 314 Valletta VLT 1000, Malta or by email to estar@maltanet.net. 3. Part C: Information for With-Profits Policyholders of ESI and ZAL If you have a with-profits policy with ESI or ZAL, the Independent Expert and the joint with-profits actuary of ESI and ZAL have concluded that the Proposed Transfer will not have a material adverse effect on your benefit security or reasonable benefit expectations. The guaranteed benefits under your policy including the sum assured and bonuses declared to date will remain the same and continue to increase in the normal way. 7

The Proposed Transfer will not affect the way your policy is administered. You will continue to pay your premiums to and obtain information on your policy by calling ESM on 21245335 from within Malta or +356 21245335 from outside Malta. Our phone lines are open from 9:00 to 15:45 (Maltese time) on Monday and 9:00 to 12:45 (Maltese time) Tuesday to Friday and we ll be pleased to help. You can also write to ESM at PO Box 314 Valletta VLT 1000, Malta or by email at estar@maltanet.net. ZAL produces a document called the Principles and Practice of Financial Management (PPFM), for each of its with-profits funds, which describes the way in which these funds are managed, including the investment strategy, how the amount payable on claims is determined and principles of risk management. As a result of the Proposed Transfer, we will make some minor updates to the PPFM for your with-profits policy to reflect the effect of the transfer. ESI and ZAL s with-profits policies are currently governed by the same PPFM and handled by the same investment management team. Given this, any changes to the PPFM as a result of the Proposed Transfer will be purely cosmetic, e.g. references to the inclusion of ESI s business will be removed, and there will be no changes to the management process. 4. Part D: Summary of the Independent Expert s Report The following is a summary of the Independent Expert s Report prepared by the Independent Expert, David King of Ernst & Young LLP. 4.1 Introduction I am a Fellow of the Institute of Actuaries and a Director of Ernst & Young LLP. I have been appointed jointly by ESI and ZAL to act as the Independent Expert in connection with the Proposed Transfer. I am not a policyholder of either ESI or ZAL and do not have financial interests in the shares of Zurich Insurance Group Ltd (ZIG) or any of its subsidiaries (together the Zurich Group). My appointment as the Independent Expert has been approved by the PRA in a letter dated 31 October 2014. 8

The Independent Expert is required to prepare the Independent Expert s Report under Section 109 of FSMA in order that the High Court may properly assess the impact of the Proposed Transfer. As Independent Expert for the Proposed Transfer, I must have regard to the provisions of Part VII of FSMA, and also take account of guidance issued by the PRA and the FCA. This means that the Independent Expert s Report must consider the consequences of the Proposed Transfer for all policyholders affected (ZAL as well as ESI policyholders), including whether the Proposed Transfer provides sufficient protection for policyholders interests in the changed circumstances which will apply following implementation. As part of my role I have specifically considered: the security of policyholder benefits; the effect of the Proposed Transfer on policyholders benefit expectations, including consideration of the proposals in the context of the FCA s Treating Customers Fairly regime (TCF); and service standards. My terms of reference are set out in the Independent Expert s Report and my assessment has been undertaken in the context of those terms. The Independent Expert s Report, and this summary of it, should be read in the context of the Proposed Transfer and not be used for any other purpose. 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. In preparing the Independent Expert s Report, I have relied upon the accuracy of the information which has been provided to me in written or verbal form by the management of ESI and ZAL. This summary is subject to the same reliances and limitations as set out in my Independent Expert s Report. 9

4.2 Scheme Details of the Proposed Transfer are set out in my Independent Expert s Report. A summary of the Proposed Transfer is also set out above in the section entitled Proposed Transfer Summary. 4.3 Summary of Conclusions I am satisfied that the implementation of Proposed Transfer on the Effective Date is not likely to lead to an adverse effect on: the security of their guaranteed benefits for either the ESI or the ZAL policyholders; the reasonable benefit expectations of the policyholders of either ESI or ZAL, or on their being treated fairly in accordance with the TCF; and/or the service standards experienced by policyholders of either ESI or ZAL. 4.4 Background to ESI ESI is a wholly-owned indirect subsidiary of ZIG. ESI operated as a UK-regulated composite insurer until 1990. However, in 1990, due to anticipated changes in regulation, it was decided to stop operating as a composite insurer. At 31 December 1990, ESI was closed to writing life business and almost all of its life business was transferred into ZAL in January 1991. However, there were three portfolios of business that could not be transferred at the time; a Dutch disability portfolio, which has since fully run off, a Cypriot portfolio which has been sold, and a Maltese portfolio which is the subject of the Proposed Transfer. At the time of the transfer of the life business out of ESI, Malta was not a member of the EU and Malta did not have a regulatory framework in place for transferring the business. However, while ESI s Maltese life business could not be transferred at that time, the same financial effects were achieved by reinsuring 100% of the business to ZAL on 1 January 1991 and all business has been reinsured to ZAL since then. 10

On 31 December 2013, ESI transferred all of its remaining General Insurance Business to Riverstone Insurance (UK) Limited by way of Part VII Transfer. ESI s only remaining insurance business which is the subject of the Proposed Transfer relates to the life insurance business written through its Maltese branch until 31 December 1990. This in-force business comprises a mixture of with-profits endowment assurance, with-profits whole of life, and some non-linked protection business (term assurance, whole of life and permanent health insurance business). 4.5 Background to ZAL ZAL is also a wholly-owned indirect subsidiary of ZIG. ZAL was formed in 1990 with the name Eagle Star Life Assurance Company Limited and it changed its name to ZAL in 2005. The UK long-term business of ESI was transferred into ZAL in 1991. In 2005, other long-term insurance business (that of Allied Dunbar Assurance plc being the largest of these) was transferred into ZAL. The Maltese branch of ZAL sold life business for four years until 31 December 1994; all policies were sold to Maltese residents. ZAL writes a full range of life assurance business, but unit-linked business predominates. ZAL consists of four long-term business funds (LTBFs) and a shareholder fund. The four LTBFs are the 90:10 with-profits fund, the 100:0 with-profits fund, the defined charge participating fund and the non-profit fund. The 90:10 with-profits fund contains conventional with-profits and unitised with-profits business. This business was mostly written prior to 1995 and is the fund into which the ESI Maltese business is written. 11

4.6 Motivation for the Scheme When ESI transferred the bulk of its long-term business to ZAL on 1 January 1991 (at which date all other long-term business of ESI, other than the transferring Maltese policies, the Dutch disability portfolio (which has since fully run off) and a Cypriot portfolio (which has since been sold), was transferred to ZAL under the Companies Act 1982), Malta was not a member of the EU and the Maltese supervisor did not have a regulatory framework to govern the transfer of insurance businesses. There is now such a regulatory framework in place in Malta and prior to the implementation of Solvency II, Zurich wishes to transfer the remaining long-term business in ESI to ZAL. This will simplify the implementation requirements of Solvency II and improve the capital efficiency of the Zurich Group. Under the Proposed Transfer all of the long-term business of ESI s Maltese branch will be transferred to the Maltese branch of ZAL on the proposed Effective Date. 4.7 Assessment of the Scheme i. Security of policyholder benefits Based on the analysis set out in my Independent Expert s Report, I am satisfied that the Proposed Transfer would not have a materially adverse effect on the security of the benefits of either the ESI or ZAL policyholders. The principal considerations leading to my assessment were as follows: ZIG s capital management approach is to optimise capital efficiency by holding capital resources at the highest level within the Zurich Group structure; as such, surplus capital retained within subsidiaries tends to be at the lower end of typical industry practice; The projections provided to me show the estimated solvency position of ZAL following the Proposed Transfer as exceeding the target capital ratios set by management and even under adverse scenarios ZAL remains adequately capitalised; 12

Moreover, by transferring to ZAL, ESI policyholders will be able to benefit from the 833m funding agreement that ZIG has put in place for ZAL which significantly enhances policyholder protection over that evidenced by the Solvency I coverage ratios; Both the non-profit and with-profits business of ESI is already fully reinsured into the ZAL long-term funds and so the Proposed Transfer will not materially impact the security of ZAL policies which will continue to be protected by the significant excess of assets over liabilities in the long-term fund and the shareholders fund. Indeed, there would be some benefit to ESI policyholders from the reduction in reinsurance counterparty risk to ZAL that will fall away on the Effective Date; The financial information provided to me shows that the ratio of the excess capital resources to the capital resources requirement will drop significantly for ESI policyholders following the implementation of the Proposed Transfer. However, ESI s current security is supported by assets currently in the general insurance and shareholder s fund but which are due for repatriation to the parent company following the transfer out of ESI of the general insurance business in 2013; ZAL is a strategic insurance operating subsidiary of ZIG, whereas ESI has been in run off for a number of years with the intention of transferring out the insurance liabilities and eventually winding up the entity. For this reason, the transfer of ESI policies to ZAL affords longer term benefit security than would be the case if remaining in ESI. Assessments provided by ESI and ZAL of the risks to which they are exposed (so-called individual capital adequacy reports) show that the capital resources requirements used in determining the capital ratios cited above are more prudent than would be required under a full risk-based assessment; and ESI and ZAL s current estimates of what their capital requirements will be under Solvency II show a more favourable position under Solvency II than under the current regime on which basis the capital ratios cited above have been determined. 13

14 ZAL consists of four long-term business funds. While ZAL manages the four funds such that under normal circumstances only the assets of a given fund are used to meet the liabilities of that fund, should the assets of one of these funds be insufficient to meet its liabilities, that fund would have access to support from the entire financial resources of ZAL. This exposes policyholders to what is known as contagion risk, as all the assets are theoretically available to meet the liabilities in the fund. However, this risk is remote and since ESI s policyholders are already fully reinsured into ZAL they are already exposed to contagion risk between the ZAL funds, albeit indirectly. Should ZAL become insolvent, ESI policyholders currently have an element of additional protection afforded by this being a reinsurance arrangement into ZAL. However, I do not regard the current indirect exposure to contagion risk as a significant benefit for ESI policyholders given that this risk is remote and, as part of the same Group, I would expect ZIG to make its capital resources available to support whichever fund is in financial difficulties, rather than allowing for a reduction in benefits for any one group of policyholders. With the transfer of ESI policyholders into ZAL, ZAL policyholders are exposed to a slight increase in contagion risk arising from the fact that post-transfer ESI policyholders would rank equally with ZAL policyholders were ZAL to become insolvent, rather than being subordinate to ZAL policyholders as they currently are as reinsured policies. Given that the risk of ZAL becoming insolvent is remote, particularly given the support that I would expect ZIG to provide were the company to experience financial difficulties, and because the transferring policyholders comprise only a small part of the with-profits fund, I do not regard this change in risk for ZAL policyholders as being significant. I therefore conclude that the Scheme will not materially change the contagion exposure of either group of policyholder.

As at 31 December 2014, ESI s long-term fund contained no surplus assets. In prior years, the fund showed surplus assets the source of which dated back to the 1990 Scheme, the original scheme setting up ZAL into which the UK long-term business of ESI was transferred in 1991. However, these were transferred to the shareholder fund at the end of 2014. The with-profits actuary has investigated the 1990 Scheme which stated that the assets retained in the ESI long-term fund were those attributable to the Dutch disability policies. Furthermore, the independent actuarial report on the 1990 Scheme stated that the Dutch policies were non-participating other than on a pooled basis and the last such policy expired during 2007. Having taken legal advice, the with profits actuary concurred with the opinion stated by the actuarial function holder in his Report that the excess assets over liabilities that were in the long-term fund prior to 31 December 2014 belonged entirely to shareholders. I have reviewed the investigations performed by the with-profits actuary into the ownership of ESI long-term fund surplus assets and can confirm that I am comfortable that ESI policyholders should have no reasonable expectation to participate in any additional distribution in respect of any surplus assets in the ESI long term fund at the date on which the Proposed Transfer becomes effective. ii. Rights and expectations of policyholders Based on the analysis set out in my Independent Expert s Report, I am satisfied that the Proposed Transfer would not have a materially adverse effect on the rights and expectations of either the with-profits or non-profit policyholders of either ESI or ZAL. 15

The principal considerations leading to my assessment were as follows: no changes will occur as a result of the Proposed Transfer to investment strategy, expense allocation, policy charges or the methodology for setting or allocating bonuses for existing policyholders within the ZAL with-profits fund. There will, therefore, be no changes to the benefit expectations of existing ZAL with-profits policies; ESI s with-profit policies, which comprise the bulk of the transferring policies, are already fully reinsured into the ZAL 90:10 with-profits fund and have been so since 1 January 1991. Moreover, bonus rates in Malta have been the same as those for equivalent UK policies since 9 March 1998 (as have those for ZAL Malta policies) and I have received assurances from management that this will not change as a consequence of the Proposed Transfer. Furthermore, there will be no changes to the PPFM applicable to the 90:10 with profits fund, other than purely cosmetic amendments to reflect the revised structure; since the ESI with-profits policies are already fully reinsured into the ZAL 90:10 with-profits fund, there will be no changes required to the governance of the with-profits fund which will continue as before; the majority of ESI non-profit policies have guaranteed benefits and guaranteed premiums with no features that grant management discretion in their interpretation or application. For others such as permanent health insurance, there is an element of discretion, but the terms for these policies and the process for exercising discretion are not changed by the Proposed Transfer; and 16

the policy administration for both ESI and ZAL s Maltese policyholders is provided by ESM using the same management, staff and processes. As such, the approach for implementing the principles of TCF and the processes used to embed it are the same for both sets of policyholder. iii. Service standards The administration services to both ESI and ZAL are already provided by the same service company, ESM, and the Proposed Transfer will not impact these arrangements. Furthermore, I have received assurances from management that the terms upon which services are provided by the service company to ZAL will remain unchanged as a result of the Proposed Transfer. I am therefore satisfied that the Proposed Transfer will have no materially adverse effect on the service standards experienced by policyholders of either ESI or ZAL. 4.8 Supplementary Report As my Independent Expert s Report considers the financial circumstances of ESI and ZAL at a future date, this has necessarily been done on the basis of projections. It will be necessary for me to issue a supplementary report to the High Court at the final hearing in which I will confirm whether the half-year 2015 balance sheets are broadly equivalent to the projections I have been supplied with and whether the calculations of solvency coverage (as given by the capital ratios cited above) remain valid. I will also consider whether there have been any other material changes to ESI and ZAL s financial circumstances. David King FIA 20 May 2015 17

5. Part E: Notice IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION COMPANIES HIGH COURT EAGLE STAR INSURANCE COMPANY LIMITED and ZURICH ASSURANCE LTD and IN THE MATTER OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 NOTICE IS HEREBY GIVEN that on 2 June 2015, Zurich Assurance Ltd ( ZAL ) and Eagle Star Insurance Company Limited ( ESI ) applied to the High Court of England and Wales (the High Court ) for an Order under Section 111(1) of the Financial Services and Markets Act 2000 ( FSMA ) sanctioning a scheme (the Scheme ) providing for the transfer of the entire long term insurance business of ESI (the Transferring Business ) to ZAL and making ancillary provisions in connection with the Scheme under Sections 112 and 112A of FSMA (the Application ). The Scheme will result in the Transferring Business which is currently being carried on by ESI being carried on by ZAL. Copies of the report on the terms of the Scheme prepared by an Independent Expert in accordance with section 109(1) of FSMA and of a statement setting out the terms of the Scheme and containing a summary of the independent expert s report, and a copy of the full Scheme document, may be obtained free of charge on ESI s website at http://www.zurich.co.uk/eaglestartransfer/. Supporting documents and any further news about the Scheme will be posted on this website so you may wish to check for updates. You can also request free copies of any of these documents by contacting Eagle Star (Malta) Limited ( ESM ) using the telephone number or addresses set out opposite. 18

All questions or concerns relating to the Scheme should be referred to ESM using the following telephone number, postal or email address: Telephone: 21245335, or, if calling from overseas, +356 21245335. The lines are open from 9:00 to 15:45 (Maltese time) on Monday and 9:00 to 12:45 (Maltese time) Tuesday to Friday (excluding bank holidays). Address: PO Box 314 Valletta VLT 1000, Malta Email: estar@maltanet.net The Application is expected to be heard on 11 September 2015 by a Judge of the Chancery Division of the High Court at The Rolls Building, Fetter Lane, London, EC4A 1NL. If approved by the High Court, it is currently proposed that the Scheme will take effect at 23.59 on 30 September 2015. Any person (including any policyholder of ESI or ZAL) who believes that he or she would be adversely affected by the carrying out of the Scheme is entitled to either make written representations or be heard (either in person or by a legal representative) at the hearing of the Application on 11 September 2015. Anyone wishing to do so is asked to give notice of such intention as soon as possible and preferably by 31 August 2015, setting out the grounds of their objection or why they consider they may be adversely affected, by writing to the address or email address above. If the Scheme is sanctioned by the High Court, it will result in the transfer of all the contracts, property, assets and liabilities relating to the life insurance business of ESI to ZAL; notwithstanding that a person would otherwise be entitled to terminate, modify, acquire or claim an interest or right or to treat an interest or right as terminated or modified in respect thereof. Any such right will only be enforceable to the extent the order of the High Court makes provision to that effect. DLA Piper LLP 3 Noble Street London EC2V 2EE Solicitors to Eagle Star Insurance Company Limited and Zurich Assurance Ltd. 19

Eagle Star Insurance Company Limited, authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Registered in England and Wales under company number 82051. Registered Office: The Zurich Centre, 3000 Parkway, Whiteley, Fareham, Hampshire, PO15 7JZ, United Kingdom. Zurich Assurance Ltd, authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Registered in England and Wales under company number 02456671. Registered office: The Grange, Bishops Cleeve, Cheltenham, GL52 8XX, United Kingdom. 718142001 (06/15) RRD