FFH.PR.C & FFH.PR.D To Be Redeemed

Fairfax Financial Holdings Limited has announced:

its intention to redeem all of its 7,515,642 outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series C (the “Series C Shares”) and all of its 2,484,358 outstanding Cumulative Floating Rate Preferred Shares, Series D (the “Series D Shares” and, together with the Series C Shares, the “Preferred Shares”) on December 31, 2024 (the “Redemption Date”) at a redemption price equal to C$25.00 per share, for an aggregate total amount of approximately C$250 million, together with all accrued and unpaid dividends up to but excluding the Redemption Date (the “Redemption Price”), less any tax required to be deducted and withheld by Fairfax.

Formal notice will be delivered to the sole registered holder of the Preferred Shares in accordance with the terms of the Preferred Shares of the applicable series as set out in Fairfax’s articles.

Separately from the Redemption Price, (i) the final quarterly dividend of C$0.294313 per Series C Share will be paid in the usual manner to holders of Series C Shares on December 31, 2024, and (ii) the final quarterly dividend of C$0.47858 per Series D Share will be paid in the usual manner to holders of Series D Shares December 30, 2024, in each case to shareholders of record on December 13, 2024.

Fairfax intends to use a portion of the net proceeds from the previously announced public offering of C$700 million aggregate principal amount of its Senior Notes to redeem the outstanding Preferred Shares.

Non-registered holders of Preferred Shares should contact their broker or other intermediary for information regarding the redemption process for the series of Preferred Shares in which they hold a beneficial interest. Fairfax’s transfer agent for the Preferred Shares is Computershare Trust Company of Canada (“Computershare”). Questions regarding the redemption process may be directed to Computershare at 1-800-564-6253 or by email to corporateactions@computershare.com.

Following the redemption on December 31, 2024, the Series C Shares and the Series D Shares will be delisted from and no longer trade on the Toronto Stock Exchange (“TSX”).

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

For further information contact: John Varnell, Vice President, Corporate Development at (416) 367-4941

FFH.PR.C was issued as a cumulative FixedReset issue, 5.75%+315 that commenced trading 2009-10-5 after being announced 2009-9-29. It reset to 4.578% in 2014. I recommended in favour of conversion to FloatingResets. The conversion rate was about 40%. FFH.PR.C reset at 4.709% effective 2020-1-1. I recommended against conversion.

FFH.PR.D resulted from 40% conversion from FFH.PR.C in 2014 and commenced trading 2014-12-31.

As noted in the press release, this redemption was foreshadowed by the issuance of senior debt, with the potential redemption of preferreds being mentioned as a possible (probable?) use of proceeds.

Thanks to Assiduous Reader IrateAR for bringing this to my attention!

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