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ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2017

GRAPHIC

March 9, 2018

Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada M5J 2N7



FAIRFAX FINANCIAL HOLDINGS LIMITED — 2017 ANNUAL INFORMATION FORM

TABLE OF CONTENTS AND INFORMATION INCORPORATED BY REFERENCE

 
  Page Reference  
 
  Annual
Information Form
  2017
Annual Report(1)
  Management
Proxy Circular(2)
 

CORPORATE STRUCTURE

    3              

DESCRIPTION OF THE BUSINESS

    5     2-3, 39-121, 123-202        

GENERAL DEVELOPMENT OF THE BUSINESS

    6     4-27, 76-81, 88-94        

RISK FACTORS

    7     94-111, 189-200        

DIVIDENDS

    7              

CAPITAL STRUCTURE

    8              

MARKET FOR SECURITIES

    11              

DIRECTORS AND OFFICERS

    15              

LEGAL PROCEEDINGS

    17     86-87        

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

    17              

TRANSFER AGENTS AND REGISTRARS

    17              

MATERIAL CONTRACTS

    18              

INTERESTS OF EXPERTS

    18              

AUDIT COMMITTEE

    18           18  

ADDITIONAL INFORMATION

    19              

(1)
Incorporated by reference from the Fairfax Financial Holdings Limited 2017 Annual Report (the "2017 Annual Report").

(2)
Incorporated by reference from the Fairfax Financial Holdings Limited Management Proxy Circular dated March 9, 2018 (the "Management Proxy Circular").

        Except as otherwise noted, all information given is at, or for the fiscal year ended, December 31, 2017. As the majority of our operations are in the United States or conducted in U.S. dollars, we report our consolidated financial statements in U.S. dollars. All comparative financial information, financial data and other monetary data in this Annual Information Form are reported in U.S. dollars unless otherwise noted.

        Copies of this Annual Information Form, as well as copies of the 2017 Annual Report and the Management Proxy Circular (parts of which are incorporated herein by reference), may be obtained from our Corporate Secretary at 95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7. These documents may also be found on our website at www.fairfax.ca or on SEDAR at www.sedar.com. See "Additional Information".

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CORPORATE STRUCTURE

Name, Address and Incorporation

        Fairfax Financial Holdings Limited ("Fairfax") is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and investment management. Fairfax was incorporated under the Canada Corporations Act on March 13, 1951 and continued under the Canada Business Corporations Act in 1976. Our original name of Markel Service of Canada Limited was subsequently changed to Markel Financial Holdings Limited and, in May 1987, to our current name of Fairfax Financial Holdings Limited. Our registered and head office is located at 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7.

Intercorporate Relationships

        The following is a list of our principal subsidiaries. Indented companies are subsidiaries of the non-indented company which precedes them. All subsidiaries were wholly-owned, directly or through another subsidiary, as of December 31, 2017 unless otherwise noted.

Name
  Jurisdiction of
Incorporation

Canadian insurance subsidiaries

   

Northbridge Financial Corporation

  Canada

Federated Insurance Company of Canada

  Canada

Northbridge General Insurance Corporation

  Canada

Northbridge Personal Insurance Corporation

  Canada

U.S. insurance subsidiaries

   

Crum & Forster Holdings Corp.

  Delaware

United States Fire Insurance Company

  Delaware

First Mercury Insurance Company

  Delaware

The North River Insurance Company

  New Jersey

Seneca Insurance Company, Inc

  New York

Zenith National Insurance Corp.

  Delaware

Zenith Insurance Company

  California

Asian insurance and reinsurance subsidiaries

   

Falcon Insurance Company (Hong Kong) Limited

  Hong Kong

Fairfirst Insurance Limited (78.00% owned)

  Sri Lanka

PT Asuransi Multi Artha Guna Tbk (80.00% owned)

  Indonesia

The Pacific Insurance Berhad (85.00% owned)

  Malaysia

Other insurance subsidiaries

   

Bryte Insurance Company Ltd

  South Africa

Fairfax Brasil Seguros Corporativos S.A.

  Brazil

Fairfax Latin America Ltd.

  Canada

SBS Seguros Colombia S.A.

  Colombia

Southbridge Compañía de Seguros Generales S.A.

  Chile

La Meridional Compañía Argentina de Seguros S.A. (99.99% owned)

  Argentina

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Name
  Jurisdiction of
Incorporation

Reinsurance and insurance subsidiaries

   

Advent Capital (Holdings) LTD

  England and Wales

Brit Limited (72.51% owned)

  England and Wales

Brit Insurance Holdings Limited

  England and Wales

Brit Reinsurance (Bermuda) Limited

  Bermuda

Brit Syndicates Limited

  England and Wales

Colonnade Insurance S.A.

  Luxembourg

CRC Reinsurance Limited

  Barbados

Fairfax Financial Holdings (Switzerland) GmbH (67.40% owned)

  Switzerland

Allied World Assurance Company Holdings, GmbH

  Switzerland

Allied World Assurance Company, AG

  Switzerland

Allied World Assurance Company, Ltd

  Bermuda

Allied World Assurance Company (Europe) dac

  Ireland

Allied World National Assurance Company

  New Hampshire

Allied World Insurance Company

  New Hampshire

Allied World Specialty Insurance Company

  Delaware

Odyssey Re Holdings Corp.

  Delaware

Odyssey Reinsurance Company

  Connecticut

Odyssey Re Europe Holdings S.A.S.

  France

Newline Holdings UK Limited

  United Kingdom

Newline Corporate Name Limited

  United Kingdom

Newline Insurance Company Limited

  United Kingdom

Hudson Insurance Company

  Delaware

Pethealth Inc.

  Canada

Polskie Towarzystwo Reasekuracji Spólka Akcyjna

  Poland

Wentworth Insurance Company Ltd.

  Barbados

Runoff subsidiaries

   

RiverStone Insurance Limited

  United Kingdom

RiverStone Insurance (UK) Limited

  United Kingdom

RiverStone Managing Agency Limited

  United Kingdom

TIG Insurance Company

  California

Investment management subsidiary

   

Hamblin Watsa Investment Counsel Ltd.

  Canada

-4-


Name
  Jurisdiction of
Incorporation

Other non-insurance and non-reinsurance subsidiaries

   

Boat Rocker Media Inc. (58.21% owned)

  Ontario

Cara Operations Limited(a)

  Ontario

Fairfax Africa Holdings Corporation(b)

  Canada

Fairfax India Holdings Corporation(c)

  Canada

National Collateral Management Services Limited (89.53% owned)

  India

FAIRVentures Inc.

  Canada

Golf Town Limited(d)

  Canada

Grivalia Properties Real Estate Investment Company S.A. (52.66% owned)

  Greece

Keg Restaurants Ltd. (51.00% owned)

  Ontario

Peak Achievement Athletics Inc.(e)

  Canada

Praktiker Hellas Commercial Societe Anonyme

  Greece

Rouge Media Group Inc. (65.00% owned)

  Canada

Rouge Media, Inc. (65.00% owned)

  Delaware

Sporting Life Inc. (75.00% owned)

  Ontario

Tommy & Lefebvre Inc.

  Ontario

Thomas Cook (India) Limited (67.61% owned)

  India

Sterling Holiday Resorts Limited

  India

Quess Corp Limited (49.02% owned)

  India

MFXchange Holdings Inc

  Ontario

William Ashley China Corporation

  Canada

(a)
The multiple voting shares of Cara Operations Limited ("Cara") held by Fairfax represent approximately 56.70% of the voting rights and 40.24% of the equity interest in Cara.

(b)
The multiple voting shares of Fairfax Africa Holdings Corporation ("Fairfax Africa") held by Fairfax represent approximately 98.81% of the voting rights and 64.20% of the equity interest in Fairfax Africa.

(c)
The multiple voting shares of Fairfax India Holdings Corporation ("Fairfax India") held by Fairfax represent approximately 93.64% of the voting rights and 30.19% of the equity interest in Fairfax India.

(d)
Fairfax, through a holding company, owns 100% of the voting rights and 60.00% of the economic interest in Golf Town Limited.

(e)
Fairfax, through a holding company, owns 50.00% of the voting rights and 42.58% of the economic interest in Peak Achievement Athletics Inc.

DESCRIPTION OF THE BUSINESS

Overview

        Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and investment management. Fairfax's corporate objective is to achieve a high rate of return on invested capital and build long-term shareholder value. We seek to differentiate ourselves by combining disciplined underwriting with the investment of our assets on a total return basis.

        The financial performance of a property and casualty company is determined by two principal factors: (i) the operating results of the insurance operations, which is determined by the level of premiums collected in relation to claims and operating costs, and (ii) the returns generated by the investment portfolios of the insurers.

        Our insurance and reinsurance companies operate on a decentralized basis, with autonomous management teams applying a focused underwriting strategy to their markets. Our subsidiaries provide a full range of property and casualty products, maintaining a diversified portfolio of risks across all classes of business, geographic regions, and types of insureds.

        Our investments are centrally managed for all the Fairfax group of companies by Hamblin Watsa Investment Counsel Ltd. ("Hamblin Watsa"), a wholly-owned subsidiary of Fairfax. Hamblin Watsa emphasizes a conservative value investment philosophy, seeking to invest assets on a total return basis, which includes realized and unrealized gains over the long-term.

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        Since 2011, we have acquired companies that are in industries other than insurance and re-insurance where the companies met our investment criteria. Such companies are run on a decentralized basis with autonomous management and represent a small portion of Fairfax's consolidated operations.

        For a full description of our business see our corporate profile, the notes to our audited consolidated financial statements and management's discussion and analysis of financial conditions and results of operations, all in our 2017 Annual Report.

Competition

        The property and casualty insurance industry and the reinsurance industry are both highly competitive, and we believe that they will remain highly competitive in the foreseeable future. Competition in our industry is based on many factors, including premiums charged and other terms and conditions offered, products and services provided, commission structure, financial ratings assigned by independent rating agencies, speed of claims payment, reputation, selling effort, perceived financial strength and the experience of the insurer or reinsurer in the line of insurance or reinsurance to be written. We compete, and will continue to compete, with major U.S. and non-U.S. insurers and reinsurers, as well as certain underwriting syndicates, some of which have greater financial, marketing and management resources than we do. We also are aware that other financial institutions, such as banks, are now able to offer services similar to those offered by our insurance subsidiaries. In addition, in recent years we have seen the creation of alternative products from capital market participants that are intended to compete with reinsurance products.

Cycles of Insurance

        Demand for insurance and reinsurance is influenced significantly by the underwriting results of primary insurers and prevailing general economic conditions. Factors such as changes in the level of employment, wages, consumer spending, business investment and government spending, the volatility and strength of the global capital markets and inflation or deflation all affect the business and economic environment and, ultimately, the demand for insurance and reinsurance products.

        The property and casualty insurance business historically has been characterized by periods of intense price competition due to excess underwriting capacity, known as a soft insurance market, when companies may underprice business to gain market share. Such inadequate pricing reduces underwriting margins. When excess capital is removed from the industry, it leads to periods when shortages of underwriting capacity have permitted attractive premium levels. This is known as a hard insurance market. We expect to continue to experience the effects of this cyclicality.

        In the reinsurance industry, the supply of reinsurance is related to prevailing prices and levels of surplus capacity that, in turn, may fluctuate in response to changes in rates of return being realized. It is possible that premium rates or other terms and conditions of trade could vary in the future, that the present level of demand will not continue because the larger insurers may require less reinsurance or that the present level of supply of reinsurance could increase as a result of capital provided by recent or future market entrants or by existing reinsurers.

Employees

        As at December 31, 2017, Fairfax (the holding company) had 40 employees and our subsidiaries had in aggregate approximately 38,000 full-time employees.

GENERAL DEVELOPMENT OF THE BUSINESS

        Over the past three completed financial years our total assets have increased from $27.8 billion as at December 31, 2015 to $64.1 billion as at December 31, 2017. Common shareholders' equity was $8.9 billion, $8.5 billion and $12.5 billion as at December 31, 2015, 2016 and 2017 respectively. For the year ended December 31, 2015, Fairfax had revenue of $9.6 billion and net earnings attributable to shareholders of Fairfax of $568 million. For the year ended December 31, 2016, Fairfax had revenue of $9.3 billion and net loss attributable to shareholders of Fairfax of $512.5 million. For the year ended December 31, 2017, Fairfax had revenue of $16.2 billion and net earnings attributable to shareholders of Fairfax of $1.7 billion.

-6-


        For a description of the recent developments of our company, see our Chairman's letter to shareholders in our 2017 Annual Report. For a description of our acquisitions and divestitures over the last three years, see Note 23 (Acquisitions and Divestitures) to our audited consolidated financial statements in our 2017 Annual Report. We have filed a Form 51-102F4 — Business Acquisition Report with respect to one of our acquisitions referenced in Note 23 (Acquisitions and Divestitures) to our audited consolidated financial statements in our 2017 Annual Report. For a description of our capital transactions, see Note 16 (Total Equity) to our annual consolidated financial statements in our 2017 Annual Report. For a description of our debt profile, see Note 15 (Borrowings) to our audited consolidated financial statements in our 2017 Annual Report.

RISK FACTORS

        We have identified certain risks and uncertainties to which our business, operations and financial conditions are subject, which are described under "Issues and Risks" on pages 189-200 of our 2017 Annual Report. Additional risks and uncertainties not known to us or that we currently believe are not reasonably likely to materially affect us may also impair our business, results of operations and financial condition. An explanation of our risk management approach can be found in Note 24 (Financial Risk Management) to our 2017 Annual Report.

DIVIDENDS

        We have declared the following dividends since 2015 on our subordinate voting shares and multiple voting shares (collectively, the "Equity Shares"):

The dividends were payable in U.S. dollars. Future dividends on our Equity Shares, if any, are expected to be paid in U.S. currency.

        Dividends of CDN$1.1445 per Series C preferred share were paid to holders of our Series C preferred shares during each of 2015, 2016 and 2017.

        Dividends of CDN$0.93768, CDN$0.90972 and CDN$0.9262 per Series D preferred share were paid to holders of our Series D preferred shares during each of 2015, 2016 and 2017, respectively.

        Dividends of CDN$0.842515, CDN$0.72752 and CDN$0.72752 per Series E preferred share were paid to holders of our Series E preferred shares during each of 2015, 2016 and 2017, respectively.

        Dividends of CDN$0.49975, CDN$0.66222 and CDN$0.67939 per Series F preferred share were paid to holders of our Series F preferred shares during each of 2015, 2016 and 2017, respectively.

        Dividends of CDN$1.144875, CDN$0.8295 and CDN$0.8295 per Series G preferred share were paid to holders of our Series G preferred shares during each of 2015, 2016 and 2017, respectively.

        Dividends of CDN$0.18300, CDN$0.76222 and CDN$0.77911 per Series H preferred share were paid to holders of our Series H preferred shares during each of 2015, 2016 and 2017, respectively.

        Dividends of CDN$1.25, CDN$0.927 and CDN$0.927 per Series I preferred share were paid to holders of our Series I preferred shares during each of 2015, 2016 and 2017, respectively.

        Dividend payments on our Series J preferred shares commenced during 2016. Dividends of CDN$0.8360 and CDN$0.85141 were paid to holders of our Series J preferred shares during 2016 and 2017, respectively.

        Dividends of CDN$1.25, CDN$1.25 and CDN$1.188314 per Series K preferred share were paid to holders of our Series K preferred shares during each of 2015, 2016 and 2017, respectively.

        Dividends of CDN$0.98091, CDN$1.1875 and CDN$1.1875 per Series M preferred share were paid to holders of our Series M preferred shares during each of 2015, 2016 and 2017, respectively.

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        The declaration and payment of dividends are at the sole discretion of our board of directors and depend on, among other things, our financial condition, general business conditions, legal restrictions regarding the payment of dividends by us and other factors which the board of directors may in the future consider to be relevant. As a holding company with no direct operations, we rely on cash dividends and other payments from our subsidiaries and our own cash balances to pay dividends to our shareholders.

CAPITAL STRUCTURE

General Description

        For a general description of our capital structure please see "Description of Subordinate Voting Shares and Preferred Shares" at pages 52-64 of our short form base shelf prospectus dated October 19, 2017 filed with the Canadian securities regulatory authorities and incorporated herein by reference.

        On February 1, 2010 we issued 8,000,000 Series E preferred shares. On February 26, 2010 we issued 563,381 subordinate voting shares. On July 28, 2010 we issued 10,000,000 Series G preferred shares. On October 5, 2010 we issued 12,000,000 Series I preferred shares. On March 21, 2012 we issued 9,500,000 Series K preferred shares. On November 15, 2013, we issued 1,000,000 subordinate voting shares. On December 31, 2014, holders representing 3,983,616 Series C preferred shares exercised their right to convert their Series C preferred shares into Series D preferred shares, on a one-for-one basis, with the result that 3,983,616 Series D preferred shares were issued. On March 3, 2015 we issued 1,150,000 subordinate voting shares and 9,200,000 Series M preferred shares. On March 31, 2015, holders representing 3,572,044 Series E preferred shares exercised their right to convert their Series E preferred shares into Series F preferred shares, on a one-for-one basis, with the result that 3,572,044 Series F preferred shares were issued. On April 10, 2015, in connection with the initial public offering of Cara, we issued an aggregate of 19,294 subordinate voting shares, on a private placement basis. On September 30, 2015, holders representing 2,567,048 Series G preferred shares exercised their right to convert their Series G preferred shares into Series H preferred shares, on a one-for-one basis, with the result that 2,567,048 Series H preferred shares were issued. On December 31, 2015, holders representing 1,534,447 Series I preferred shares exercised their right to convert their Series I preferred shares into Series J preferred shares, on a one-for-one basis, with the result that 1,534,447 Series J preferred shares were issued. On March 2, 2016 we issued 1,000,000 subordinate voting shares. In the third quarter of 2017, we issued an aggregate of 5,075,894 subordinate voting shares in connection with the acquisition of Allied World Assurance Company Holdings, AG (which was subsequently renamed Allied World Assurance Company Holdings, GmbH). For a general description of each series of our preferred shares see our prospectus supplements referenced below, each of which has been filed with the Canadian securities regulatory authorities and is incorporated herein by reference:

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        Our short form base shelf prospectus and supplementary prospectuses are available on SEDAR at www.sedar.com.

Ratings

Long Term Debt

        As of the date hereof, our senior, unsecured long term debt has been assigned a rating of BBB- with a stable outlook by Standard & Poor's Ratings Services ("S&P"). Moody's Investors Service ("Moody's") has assigned a Baa3 rating with a stable outlook on our senior unsecured long term debt. DBRS Limited ("DBRS") has assigned a BBB "(high)" rating with a stable outlook on our senior unsecured long term debt. A.M. Best ("A.M. Best") has assigned a rating of bbb with a stable outlook on our senior unsecured long term debt.

        S&P's credit ratings are on a long term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. A rating of BBB- by S&P is the fourth highest of ten categories and indicates that the obligation exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. The addition of a plus (+) or minus (-) designation after a rating indicates the relative standing within a particular rating category.

        Moody's credit ratings are on a long-term debt rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities rated. A rating of Baa by Moody's is the fourth highest of nine categories and is assigned to debt securities that may possess certain speculative elements and are subject to moderate credit risk. The addition of a 1, 2 or 3 modifier after a rating indicates the relative standing within a particular rating category. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

        The DBRS credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. A rating of BBB is in the fourth highest category of ten categories and is assigned to debt that is considered to be of adequate credit quality. The capacity for payment of financial obligations is considered acceptable, but the entity may be vulnerable to future events. All rating categories other than AAA and D also contain subcategories "(high)" and "(low)". The absence of either a "(high)" or "(low)" designation indicates the rating is in the middle of the category.

        A.M. Best credit ratings are on a long-term debt rating scale that ranges from aaa to c, which represents the range from highest to lowest quality of such securities rated. A rating of bbb is the fourth highest category of nine categories and is assigned to debt that is considered to be of adequate credit quality, however, the issue is more susceptible to changes in economic or other conditions. The assignment of a plus (+) or minus (-) designation after a rating indicates whether the credit quality is near the top or bottom of a category.

Preferred Shares

        Our preferred shares have been assigned the following ratings:

Series of Preferred Shares
  S&P Rating   DBRS Rating   Moody's Rating   AM Best  

Series C preferred shares

    P-3     Pfd-3 (high)     Ba2 (hyb )   bb+  

Series D preferred shares

    P-3     Pfd-3 (high)     Ba2 (hyb )   bb+  

Series E preferred shares

    P-3     Pfd-3 (high)     Ba2 (hyb )   bb+  

Series F preferred shares

    P-3     Pfd-3 (high)     Ba2 (hyb )   bb+  

Series G preferred shares

    P-3     Pfd-3 (high)     Ba2 (hyb )   bb+  

Series H preferred shares

    P-3     Pfd-3 (high)     Ba2 (hyb )   bb+  

Series I preferred shares

    P-3     Pfd-3 (high)     Ba2 (hyb )   bb+  

Series J preferred shares

    P-3     Pfd-3 (high)     Ba2 (hyb )   bb+  

Series K preferred shares

    P-3     Pfd-3 (high)     Ba2 (hyb )   bb+  

Series M preferred shares

    P-3     Pfd-3 (high)     Ba2 (hyb )   bb+  

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        S&P's preferred share rating scale is a current assessment of the creditworthiness of an obligor with respect to a specified preferred share obligation issued in the Canadian market, relative to preferred shares issued by other issuers in the Canadian market. There is a direct correspondence between the specific ratings assigned on the Canadian preferred share scale and the various rating levels on the global debt rating scale. The rating scale ranges from P-1(High) to D, which represents the range from highest to lowest quality of such securities rated. A rating of P-3 by S&P is the third highest of eight categories and indicates that the obligation is less vulnerable to nonpayment than other speculative issues. The ratings from P-1 to P-3 may be modified by "high", "mid" and "low" grades which indicate relative standing within the major rating categories.

        The DBRS preferred share rating scale is meant to give an indication of the risk that a borrower will not fulfill its full obligations in a timely manner. The "Pfd-3" rating is in the third highest category available from DBRS for preferred shares. According to the DBRS rating system, securities rated Pfd-3 are of adequate credit quality. "High" or "low" grades are used to indicate the relative standing within a rating category. The absence of either a "high" or "low" designation indicates the rating is in the "middle" of the category.

        The "Ba" rating is the fifth highest of the nine categories used by Moody's for hybrid securities. The modifier "2" indicates that the obligation ranks in the middle of the "Ba" rating category. The "hyb" indicator signals the potential for ratings volatility due to less predictable exogenous (and often non-credit linked) factors such as regulatory and/or government intervention coupled with a hybrid's equity-like features.

        The "bb+" rating is the fifth highest category used by A.M. Best for hybrid securities and is assigned to issues with fair credit characteristics. The assignment of a plus (+) or minus (-) designation after a rating indicates whether the credit quality is near the top or bottom of a category.

        These credit ratings are intended to provide investors with an independent measure of credit quality of any issue of securities. The credit ratings accorded to our debt and preferred shares by the rating agencies are not recommendations to purchase, hold or sell any security in as much as such ratings do not comment as to market price or suitability for a particular investor. Any rating may not remain in effect for any given period of time or may be revised or withdrawn entirely by a rating agency in the future if in its judgment circumstances so warrant, and if any such rating is so revised or withdrawn, Fairfax is under no obligation to update this disclosure. We have paid customary rating fees to S&P, Moody's, DBRS and A.M. Best in connection with the above-mentioned ratings. In addition, we have made customary payments in respect of certain other services provided to us by S&P and A.M. Best during the last two years.

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MARKET FOR SECURITIES

Trading Price and Volume

        Our subordinate voting shares are listed for trading on the Toronto Stock Exchange (the "TSX") and trade in Canadian dollars under the symbol "FFH" and in U.S. dollars under the symbol "FFH.U". Our Series C preferred shares are listed on the TSX under the symbol "FFH.PR.C", our Series D preferred shares are listed on the TSX under the symbol "FFH.PR.D", our Series E preferred shares are listed on the TSX under the symbol "FFH.PR.E", our Series F preferred shares are listed on the TSX under the symbol "FFH.PR.F", our Series G preferred shares are listed on the TSX under the symbol "FFH.PR.G", our Series H preferred shares are listed on the TSX under the symbol "FFH.PR.H", our Series I preferred shares are listed on the TSX under the symbol "FFH.PR.I", our Series J preferred shares are listed on the TSX under the symbol "FFH.PR.J", our Series K preferred shares are listed on the TSX under the symbol "FFH.PR.K", and our Series M preferred shares are listed on the TSX under the symbol "FFH.PR.M". The following table sets out the market price range in CDN$ and aggregate trading volume of our subordinate voting shares and preferred shares on the TSX for the periods indicated:

Subordinate Voting Shares

Month
  High   Low   Close   Trading Volume  

January, 2017

    663.63     601.00     608.00     1,224,809  

February, 2017

    633.43     598.00     598.00     991,793  

March, 2017

    633.99     603.00     605.20     943,001  

April, 2017

    628.42     605.00     624.00     683,978  

May, 2017

    623.99     589.00     592.69     923,114  

June, 2017

    601.73     547.95     562.01     1,821,450  

July, 2017

    598.20     552.01     594.51     2,445,576  

August, 2017

    652.89     588.44     649.08     1,119,666  

September, 2017

    651.62     592.11     649.33     1,273,486  

October, 2017

    682.28     639.00     679.41     909,195  

November, 2017

    708.99     667.78     708.99     840,123  

December, 2017

    704.00     658.87     669.34     657,552  

Series C Preferred Shares

Month
  High   Low   Close   Trading Volume  

January, 2017

    21.54     20.19     21.42     134,423  

February, 2017

    22.49     21.50     21.50     296,405  

March, 2017

    22.86     21.40     22.51     172,826  

April, 2017

    22.72     21.25     22.15     106,232  

May, 2017

    22.11     21.54     21.92     98,916  

June, 2017

    22.67     21.38     22.67     115,125  

July, 2017

    23.08     22.55     22.85     121,670  

August, 2017

    22.93     22.05     22.71     117,179  

September, 2017

    23.08     22.50     22.91     151,113  

October, 2017

    23.68     22.95     23.52     139,109  

November, 2017

    24.19     23.41     23.97     113,736  

December, 2017

    24.08     23.30     23.89     118,648  

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Series D Preferred Shares

Month
  High   Low   Close   Trading Volume  

January, 2017

    19.86     18.83     19.86     43,485  

February, 2017

    21.12     19.86     20.19     58,357  

March, 2017

    21.41     20.02     21.41     64,120  

April, 2017

    21.73     20.92     21.00     30,869  

May, 2017

    21.14     20.75     21.14     31,348  

June, 2017

    21.65     20.74     21.65     57,848  

July, 2017

    22.50     21.65     22.36     57,251  

August, 2017

    22.55     21.84     22.15     55,407  

September, 2017

    22.73     22.14     22.70     34,904  

October, 2017

    23.25     22.59     23.20     40,576  

November, 2017

    23.60     22.91     23.30     61,274  

December, 2017

    23.76     23.05     23.20     32,533  

Series E Preferred Shares

Month
  High   Low   Close   Trading Volume  

January, 2017

    15.60     14.69     15.60     94,907  

February, 2017

    16.82     15.63     16.10     98,075  

March, 2017

    16.80     15.99     16.66     102,485  

April, 2017

    17.16     16.41     16.51     85,012  

May, 2017

    16.50     15.90     16.24     81,966  

June, 2017

    16.98     15.82     16.86     96,146  

July, 2017

    17.86     16.89     17.55     95,407  

August, 2017

    17.67     16.81     17.34     27,051  

September, 2017

    18.01     17.31     18.01     83,685  

October, 2017

    18.25     17.72     18.25     67,144  

November, 2017

    18.74     18.10     18.71     204,059  

December, 2017

    18.76     17.81     18.13     36,730  

Series F Preferred Shares

Month
  High   Low   Close   Trading Volume  

January, 2017

    14.72     13.85     14.65     88,506  

February, 2017

    15.44     14.62     15.10     200,284  

March, 2017

    15.71     15.00     15.65     70,764  

April, 2017

    16.10     15.56     15.61     58,436  

May, 2017

    15.74     15.22     15.68     61,405  

June, 2017

    16.16     15.31     16.05     71,822  

July, 2017

    17.27     16.08     17.27     36,920  

August, 2017

    17.31     16.66     17.10     48,145  

September, 2017

    17.35     17.01     17.35     21,170  

October, 2017

    17.60     17.00     17.40     53,912  

November, 2017

    18.32     17.40     18.00     178,487  

December, 2017

    18.10     17.54     17.85     47,930  

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Series G Preferred Shares

Month
  High   Low   Close   Trading Volume  

January, 2017

    17.60     16.47     17.60     185,034  

February, 2017

    19.22     17.60     18.17     200,221  

March, 2017

    19.15     18.20     18.95     181,008  

April, 2017

    19.05     17.73     17.76     131,713  

May, 2017

    17.91     16.75     17.75     217,663  

June, 2017

    18.84     17.22     18.80     176,022  

July, 2017

    19.42     18.70     19.10     116,351  

August, 2017

    19.25     18.41     18.90     98,268  

September, 2017

    19.60     18.80     19.55     330,252  

October, 2017

    20.26     19.51     20.09     117,531  

November, 2017

    20.50     19.99     20.48     193,868  

December, 2017

    20.53     19.30     19.83     140,803  

Series H Preferred Shares

Month
  High   Low   Close   Trading Volume  

January, 2017

    16.90     15.80     16.61     224,243  

February, 2017

    17.92     16.62     17.75     141,192  

March, 2017

    19.15     17.48     19.05     54,979  

April, 2017

    19.32     18.00     18.22     44,088  

May, 2017

    18.31     17.84     17.97     28,399  

June, 2017

    18.25     17.55     18.10     27,751  

July, 2017

    19.25     18.15     19.12     28,076  

August, 2017

    19.25     18.61     19.00     21,255  

September, 2017

    19.60     19.00     19.55     24,667  

October, 2017

    20.13     19.29     20.13     130,739  

November, 2017

    20.24     19.82     20.10     31,489  

December, 2017

    20.40     19.50     19.80     21,442  

Series I Preferred Shares

Month
  High   Low   Close   Trading Volume  

January, 2017

    19.45     18.49     19.28     176,362  

February, 2017

    20.20     19.18     19.19     259,944  

March, 2017

    20.10     19.16     20.10     209,710  

April, 2017

    20.60     19.34     19.42     229,402  

May, 2017

    19.61     19.07     19.51     177,975  

June, 2017

    20.24     18.99     20.12     172,681  

July, 2017

    20.63     20.10     20.35     95,568  

August, 2017

    20.48     19.51     20.14     58,428  

September, 2017

    20.55     19.96     20.55     108,435  

October, 2017

    21.40     20.47     21.32     115,682  

November, 2017

    22.20     20.99     21.42     124,830  

December, 2017

    21.46     20.16     20.82     162,572  

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Series J Preferred Shares

Month
  High   Low   Close   Trading Volume  

January, 2017

    18.06     16.74     18.05     22,503  

February, 2017

    18.51     18.04     18.20     35,984  

March, 2017

    18.97     17.91     18.97     33,279  

April, 2017

    19.50     18.81     19.10     16,460  

May, 2017

    19.07     18.54     18.78     25,197  

June, 2017

    19.20     18.68     19.10     16,646  

July, 2017

    20.25     19.20     20.10     23,420  

August, 2017

    20.12     19.60     19.80     17,689  

September, 2017

    20.35     19.85     20.35     22,121  

October, 2017

    21.65     20.28     20.75     25,800  

November, 2017

    21.02     20.61     20.96     27,450  

December, 2017

    20.91     20.00     20.25     21,073  

Series K Preferred Shares

Month
  High   Low   Close   Trading Volume  

January, 2017

    22.46     21.45     22.30     726,292  

February, 2017

    23.14     22.15     22.15     320,620  

March, 2017

    23.05     22.17     22.67     254,253  

April, 2017

    23.50     22.60     22.75     146,855  

May, 2017

    23.35     22.52     22.84     193,359  

June, 2017

    23.41     22.60     23.25     308,188  

July, 2017

    23.63     23.10     23.35     127,399  

August, 2017

    23.39     22.50     23.17     177,344  

September, 2017

    23.53     22.99     23.53     168,205  

October, 2017

    23.90     23.46     23.86     103,076  

November, 2017

    24.38     23.75     24.30     103,490  

December, 2017

    24.35     23.45     23.97     146,382  

Series M Preferred Shares

Month
  High   Low   Close   Trading Volume  

January, 2017

    24.39     23.29     24.15     208,155  

February, 2017

    24.83     23.78     23.78     243,083  

March, 2017

    24.80     23.81     24.46     212,492  

April, 2017

    24.71     23.85     24.00     179,250  

May, 2017

    24.19     23.44     24.10     195,343  

June, 2017

    24.50     23.73     24.47     193,987  

July, 2017

    24.85     24.26     24.65     71,997  

August, 2017

    24.73     23.60     24.39     90,585  

September, 2017

    24.80     24.31     24.80     204,595  

October, 2017

    25.00     24.72     24.87     156,022  

November, 2017

    25.10     24.80     25.10     185,511  

December, 2017

    25.12     24.41     25.02     141,138  

Prior Sales

        On December 4, 2017, we completed the sale of CDN$650 million aggregate principal amount of 4.25% Senior Notes due 2027 at an issue price of CDN$99.992 per CDN$100 principal amount of Senior Notes.

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DIRECTORS AND OFFICERS

Name, Occupation and Security Holding

Directors

        Each director holds office until the next annual meeting of shareholders or until a successor is elected or appointed.

Name and municipality
of residence
  Principal occupation during the last five years   Date first elected  
Anthony F. Griffiths(a)(b)(c)(d)
Toronto, Ontario
  Independent Business Consultant and Corporate Director     2002  
Robert J. Gunn(a)(c)
Toronto, Ontario
  Independent Business Consultant and Corporate Director     2007  
Alan D. Horn(a)
Toronto, Ontario
  President and Chief Executive Officer, Rogers Telecommunications Limited. From 2006 to December 2017, Chairman of Rogers Communications Inc.     2008  
Lauren C. Templeton(a)
Lookout Mountain, Tennessee, U.S.A.
  Founder and President, Templeton and Phillips Capital Management, LLC     2017  
John R.V. Palmer(b)
Toronto, Ontario
  Chairman of the Toronto Leadership Centre     2012  
Timothy R. Price(a)(b)
Toronto, Ontario
  Chairman of Brookfield Funds,
a division of Brookfield Asset Management Inc.
    2010  
Brandon W. Sweitzer(b)(c)
New Canaan, Connecticut, U.S.A.
  Dean, School of Risk Management, St. John's University     2004  
Karen L. Jurjevich
Toronto, Ontario
  Principal, Branksome Hall and CEO, Branksome Hall Global     2017  
Benjamin P. Watsa
Toronto, Ontario
  President, Marval Capital Ltd. From 2006 to October 2017, Partner and Portfolio Manager, Lissom Investment Management Inc.     2015  
V. Prem Watsa
Toronto, Ontario
  Chairman and Chief Executive Officer, Fairfax; Vice President, Hamblin Watsa Investment Counsel Ltd.     1985  
Notes:            

(a)
Member of the Audit Committee (Chair — Alan D. Horn)

(b)
Member of the Governance and Nominating Committee (Chair — Anthony F. Griffiths)

(c)
Member of the Compensation Committee (Chair — Anthony F. Griffiths)

(d)
Lead Director

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Officers

Name and municipality
of residence
  Principal occupation during the last five years
(office is with Fairfax, unless otherwise specified)
  Office held
David Bonham
Mississauga, Ontario
  Vice President and Chief Financial Officer   Vice President and Chief Financial Officer
Peter Clarke
Richmond Hill, Ontario
  Vice President and Chief Risk Officer   Vice President and Chief Risk Officer
Jean Cloutier
Toronto, Ontario
  Vice President, International Operations   Vice President, International Operations
Bradley Martin
Toronto, Ontario
  Vice President, Strategic Investments   Vice President, Strategic Investments
Paul Rivett
Toronto, Ontario
  President; Vice President, Structured Investments and Managing Director, Hamblin Watsa Investment Counsel Ltd. From 2012 to July 2013, Vice President, Operations of Fairfax. From 2007 to February 2018, Vice President and Chief Operating Officer of Hamblin Watsa Investment Counsel Ltd.   President
Eric Salsberg
Toronto, Ontario
  Vice President, Corporate Affairs and Corporate Secretary.   Vice President, Corporate Affairs and Corporate Secretary
Ronald Schokking
Lakefield, Ontario
  Vice President and Treasurer   Vice President and Treasurer
John Varnell
Caledon, Ontario
  Vice President, Corporate Development. Vice President, Corporate Affairs, Fairfax India Holdings Corporation.   Vice President, Corporate Development
V. Prem Watsa
Toronto, Ontario
  Chairman and Chief Executive Officer; Vice President, Hamblin Watsa Investment Counsel Ltd.   Chairman and Chief Executive Officer

Directors and Officers — Ownership of Securities

        As at December 31, 2017, to our knowledge, the directors and officers of Fairfax beneficially owned, directly or indirectly, or exercised control or direction over, approximately 446,318 of our subordinate voting shares (1.7%) and 1,548,000 of our multiple voting shares (100%). As at such date, V. Prem Watsa, our Chairman and Chief Executive Officer, controlled shares representing 42.5% of the total votes attached to all classes of our shares (100% of the total votes attached to the multiple voting shares and 1.2% of the total votes attached to the subordinate voting shares). As of December 31, 2017, to our knowledge, the directors and officers of Fairfax beneficially owned, directly or indirectly, or exercised control or direction over, approximately 408,540 of the subordinate voting shares (0.3%) of Fairfax India. As of December 31, 2017, to our knowledge, the directors and officers of Fairfax beneficially owned, directly or indirectly, or exercised control or direction over, approximately 105,000 of the subordinate voting shares (0.5%) of Fairfax Africa. As of December 31, 2017, to our knowledge, the directors and officers of Fairfax beneficially owned, directly or indirectly, or exercised control or direction over, approximately 31,280 of subordinate voting shares (0.1%) of Cara.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

        Mr. Griffiths was a Director of PreMD Inc. from 1995 to February 2010, and, in connection with the voluntary delisting of that company's shares from the TSX, cease trade orders were issued in April 2009 requiring all trading in and all acquisitions of securities of that company to cease permanently due to that

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company's failure to file continuous disclosure materials required by Ontario securities law. The cease trade orders are still in effect.

        Mr. Griffiths and Mr. Rivett were Directors of Resolute Forest Products Inc. (formerly AbitibiBowater Inc.) when that company and certain of its U.S. and Canadian subsidiaries filed for protection in Canada under the Companies' Creditors Arrangement Act (Canada) ("CCAA") and for relief under Chapter 11 of the United States Bankruptcy Code ("USBC") in the United States in April 2009. On December 9, 2010, that company emerged from creditor protection under the CCAA in Canada and Chapter 11 of the USBC in the United States.

        Mr. Griffiths was a Director of Jaguar Mining Inc. from May 2004 to June 2013. On December 23, 2013, that company commenced proceedings under the CCAA to complete a recapitalization and financing transaction. Trading of that company's common shares was suspended on December 23, 2013 and those shares were delisted from the TSX on February 10, 2014. On February 7, 2014, the affected unsecured creditors of that company and the Ontario Superior Court of Justice approved that company's plan of compromise and arrangement pursuant to the CCAA which was implemented effective April 22, 2014.

Conflicts of Interest

        Each of V. Prem Watsa, Alan D. Horn and Anthony F. Griffiths, each a Director (and, in the case of Mr. Watsa, a Director of Hamblin Watsa) and a Director of Fairfax India, will be required to disclose the nature and extent of his interest in, and is not entitled to vote on, any resolution to approve, any material contract or transaction or any proposed material contract or transaction between Fairfax and Fairfax India (or, in the case of Mr. Watsa, between Fairfax and Hamblin Watsa) or any of their affiliates or any other entity in which Messrs. Watsa, Horn or Griffiths, respectively, has an interest (unless the contract or transaction relates to his remuneration or an indemnity on liability insurance).

        Each of V. Prem Watsa and Paul C. Rivett, a Director and the President of Fairfax, respectively, each a Director and an Officer of Hamblin Watsa, and each a Director of Fairfax Africa, and Quinn McLean, Managing Director, Middle East and Africa of Hamblin Watsa and a Director of Fairfax Africa, will be required to disclose the nature and extent of his interest in, and is not entitled to vote on, any resolution to approve, any material contract or transaction or any proposed material contract or transaction between Fairfax and Fairfax Africa or between Fairfax and Hamblin Watsa, or any of their affiliates, or any other entity in which Messrs. Watsa, Rivett or McLean has an interest (unless the contract or transaction relates to his remuneration or an indemnity on liability insurance).

LEGAL PROCEEDINGS

        A description of the legal proceedings to which we are a party to during 2017 is included in Note 20 (Contingencies and Commitments) in our 2017 Annual Report.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

        During the three-year period ending December 31, 2017 and during the current financial year up to the date hereof, none of our directors, executive officers, 10 percent shareholders or any of their associates or affiliates had a material interest in any transaction that has materially affected or will materially affect Fairfax on a consolidated basis.

TRANSFER AGENTS AND REGISTRARS

        The transfer agent and registrar for our subordinate voting shares in Canada is Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, and in the United States is Computershare Trust Company, N.A., 250 Royall Street, Canton, Massachusetts, 02021. The transfer agent and registrar for our Series C preferred shares, Series D preferred shares, Series E preferred shares, Series F preferred shares, Series G preferred shares, Series H preferred shares, Series I preferred shares, Series J preferred shares, Series K preferred shares and Series M preferred shares is Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1.

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MATERIAL CONTRACTS

        There are no contracts which are material to Fairfax, on a consolidated basis.

INTERESTS OF EXPERTS

        Our independent registered public accounting firm is PricewaterhouseCoopers LLP, Chartered Professional Accountants, Licensed Public Accountants who has issued an independent auditor's report dated March 9, 2018 in respect of Fairfax's consolidated financial statements as at December 31, 2017 and 2016 and for the two years ended December 31, 2017 and on the effectiveness of Fairfax's internal control over financial reporting as at December 31, 2017. PricewaterhouseCoopers LLP has advised that they are independent with respect to Fairfax within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario and the rules of the US Securities and Exchange Commission and the requirements of the Public Company Accounting Oversight Board Rule 3520, Auditor Independence.

AUDIT COMMITTEE

        A copy of our Audit Committee Charter is attached as Schedule A. The members of our Audit Committee are Alan D. Horn (Chair), Anthony F. Griffiths, Robert J. Gunn, Timothy R. Price and Lauren C. Templeton. All of the members of our Audit Committee are independent and financially literate pursuant to the meanings of such terms in Multilateral Instrument 52-110 — Audit Committees. Additional information concerning our Audit Committee, including the education and experience of each Audit Committee member and the procedures that we have adopted for the engagement of non-audit services, can be found in our Management Proxy Circular dated March 9, 2018 under the heading "Audit Committee".

        Accountant fees payable for the years ended December 31, 2017 and December 31, 2016 to our external auditor, PricewaterhouseCoopers LLP, and its affiliates by us and our subsidiaries were CDN$34.8 million and CDN$29.6 million, respectively. The fees payable to PricewaterhouseCoopers LLP in 2017 and 2016 are detailed below.

 
  Year ended
December 31, 2017
  Year ended
December 31, 2016
 
 
  (CDN $ millions)
  (CDN $ millions)
 

Audit fees

  $ 31.7   $ 25.9  

Audit-related fees

    0.8     0.9  

Tax fees

    1.2     1.8  

All other fees

    1.1     1.0  
           

Total

  $ 34.8   $ 29.6  

        The nature of each category of fees is described below.

Audit Fees

        Audit fees were paid for professional services rendered for the audits of our consolidated financial statements and the effectiveness of internal control over financial reporting of Fairfax and statutory and subsidiary audits, issuance of comfort letters, consents and assistance with review of documents filed with regulatory authorities.

Audit-Related Fees

        Audit-related fees were paid for assurance and related services related to employee pension and benefit plan audits, accounting consultations, and assurance services that are not required by statute or regulation and special actuarial reviews.

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Tax Fees

        Tax fees were paid for services related to tax compliance, tax advice and tax planning professional services. These services consisted primarily of tax compliance including the review of original and amended tax returns, assistance with questions regarding tax audits and tax planning and advisory services relating to common forms of domestic and international taxation (e.g., income tax, capital tax and Value Added Tax).

All Other Fees

        Fees disclosed in the table above under the item "all other fees" were paid for services other than the audit fees, audit-related fees and tax fees described above. These services consisted primarily of consulting fees related to internal reorganizations, due diligence, assistance with respect to regulatory compliance matters and French translation of our continuous disclosure documents.

ADDITIONAL INFORMATION

        Additional information about our company may be found on SEDAR at www.sedar.com.

        Additional information, including directors' and officers' remuneration and indebtedness, principal holders of our securities and options to purchase securities is contained in our Management Proxy Circular dated March 9, 2018. Additional financial information is provided in our audited consolidated financial statements and management's discussion and analysis of financial conditions and results of operations for the year ended December 31, 2017 and in pages 2-3 and 4-27 of our 2017 Annual Report.

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Schedule A

FAIRFAX FINANCIAL HOLDINGS LIMITED

AUDIT COMMITTEE CHARTER

Approved by the Board of Directors on February 17, 2005, except
the Addition of Paragraph 21 of Section 4 was
Approved by the Board of Directors on May 30, 2014

-20-



FAIRFAX FINANCIAL HOLDINGS LIMITED
AUDIT COMMITTEE CHARTER

1.     Statement of Purpose

        The Audit Committee of Fairfax Financial Holdings Limited has been established by the Board for the purposes of overseeing the accounting and financial reporting processes of Fairfax, including the audit of the financial statements of Fairfax.

        The Committee is responsible for assisting with the Board's oversight of (1) the quality and integrity of Fairfax's financial statements and related disclosure, (2) Fairfax's compliance with legal and regulatory requirements, (3) the independent auditor's qualifications, performance and independence and (4) the integrity of the internal controls at Fairfax (including at its publicly traded subsidiaries).

2.     Committee Membership

    Members

        The Committee will consist of as many members of the Board as the Board may determine but in any event, not less than three members. Members of the Committee will be appointed by the Board, taking into account any recommendation that may be made by the Governance and Nominating Committee. Any member of the Committee may be removed and replaced at any time by the Board, and will automatically cease to be a member if he or she ceases to meet the qualifications set out below. The Board will fill vacancies on the Committee by appointment from among qualified members of the Board, taking into account any recommendation that may be made by the Governance and Nominating Committee. If a vacancy exists, the remaining members of the Committee may exercise all of its powers so long as there is a quorum and subject to any legal requirements regarding the minimum number of members of the Committee.

    Chair

        The Board will designate one of the members of the Committee to be the Chair of the Committee, taking into account any recommendation that may be made by the Governance and Nominating Committee.

    Qualifications

        All of the members of the Committee must be independent and financially literate, as determined in accordance with the rules of applicable stock exchanges and securities regulatory authorities, with at least one of the members having financial expertise, as determined in accordance with those rules. Members must also have suitable experience and must be familiar with the financial reporting practices of public companies.

    Ex Officio Members and Management Attendance

        The Committee may invite, at its discretion, members of management to attend a meeting of the Committee. Any member of management will attend a Committee meeting if invited by the Committee. The Lead Director, if not already a member of the Committee, will be entitled to attend each meeting of the Committee as an observer.

3.     Committee Operations

    Frequency of Meetings

        The Chair, in consultation with the other members of the Committee, will determine the schedule and frequency of meetings of the Committee, provided that the Committee will meet at least once per quarter.

    Agenda and Reporting to the Board

        The Chair will establish the agenda for meetings in consultation with the other members of the Committee, the Chairman of the Board and the Lead Director. To the maximum extent possible, the agenda and meeting

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materials will be circulated to the members in advance to ensure sufficient time for study prior to the meeting. The Committee will report to the Board at the next meeting of the Board following each Committee meeting.

    Secretary

        The Corporate Secretary of Fairfax will, subject to any contrary direction of the Committee, act as secretary of the Committee.

    Minutes

        The secretary of the Committee will keep regular minutes of Committee proceedings and will circulate them to all Committee members, the Chairman of the Board and the Lead Director (and to any other director that requests that they be sent to him or her) on a timely basis.

    Quorum

        A quorum at any meeting will be a simple majority.

    Procedure

        The procedure at meetings will be determined by the Committee.

    Transaction of Business

        The powers of the Committee may be exercised at a meeting where a quorum is present or by resolution in writing signed by all members of the Committee.

    Absence of Chair

        In the absence of the Chair, the Committee may appoint one of its other members to act as Chair of that meeting.

    Exercise of Power Between Meetings

        Between meetings, and subject to any applicable law, the Chair of the Committee, or any member of the Committee designated for this purpose, may, if required in the circumstance, exercise any power delegated by the Committee. The Chair or other designated member will promptly report to the other Committee members in any case in which this interim power is exercised.

4.     Committee Duties and Responsibilities

        The Committee is responsible for performing the duties set out below and any other duties that may be assigned to it by the Board and performing any other functions that may be necessary or appropriate for the performance of its duties.

1.
The Committee must recommend to the Board at all appropriate times the independent auditor to be nominated or appointed for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for Fairfax and approve the compensation to be paid to the independent auditor.

2.
The Committee is directly responsible for overseeing the work of the independent auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for Fairfax, including the resolution of disagreements between management and the independent auditor regarding financial reporting. The independent auditor will report directly to the Committee.

3.
The Committee must pre-approve any permitted non-audit services to be provided by the independent auditor to Fairfax or its subsidiaries. The Committee may delegate to one or more of its members the

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4.
The Committee will obtain and review with the lead audit partner and a more senior representative of the independent auditor, annually or more frequently as the Committee considers appropriate, a report by the independent auditor describing: (a) the independent auditor's internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditor, or by any inquiry, review or investigation by governmental, professional or other regulatory authorities, within the preceding five years, respecting independent audits carried out by the independent auditor, and any steps taken to deal with these issues; and (c) in order to assess the independent auditor's independence, all relationships between the independent auditor and Fairfax and the independent auditor's objectivity and independence in accordance with the rules, policies and standards applicable to auditors.

5.
After reviewing the report referred to above and the independent auditor's performance throughout the year, the Committee will evaluate the independent auditor's qualifications, performance and independence. The evaluation will include a review and evaluation of the lead partner of the independent auditor. In making its evaluation, the Committee will take into account the opinions of management and Fairfax's internal auditors (or other personnel responsible for the internal audit function). The Committee will also consider whether, in order to assure continuing auditor independence, there should be a rotation of the audit firm itself. The Committee will present its conclusions to the Board.

6.
The Committee will review with the Board any issues that arise with respect to the performance and independence of the independent auditor and where issues arise make recommendations about whether Fairfax should continue with that independent auditor.

7.
The Committee will ensure the regular rotation of members of the independent auditor's team as required by law.

8.
The Committee will establish hiring policies for employees and former employees of its independent auditor.
9.
The Committee will review the annual audited financial statements and quarterly financial statements with management and the independent auditor, including MD&A, before their release and their filing with securities regulatory authorities, including the filing of Form 40-F or Form 6-K, as applicable. The Committee will also review all news releases relating to annual and interim financial results prior to their public release. The Committee will also consider, establish, and periodically review policies with respect to the release or distribution of any other financial information, including earnings guidance and any financial information provided to ratings agencies and analysts, and review that information prior to its release.

10.
The Committee will meet separately and periodically with management, the internal auditors (or other personnel responsible for the internal audit function) and the independent auditor.

11.
The Committee will oversee management's design and implementation of an adequate and effective system of internal controls at Fairfax (including at its publicly traded subsidiaries), including ensuring adequate internal audit functions. The Committee will review the processes for complying with internal control reporting and certification requirements and for evaluating the adequacy and effectiveness of specified controls. The Committee will review the annual and interim conclusions of the effectiveness of Fairfax's disclosure controls and procedures and internal controls and procedures (including the independent auditor's attestation that is required to be filed with securities regulators).

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12.
The Committee will review with management and the independent auditor: (A) major issues regarding accounting principles and financial statement presentations, including critical accounting principles and practices used and any significant changes to Fairfax's selection or application of accounting principles, and major issues as to the adequacy of Fairfax's internal controls and any special audit steps adopted in light of material control deficiencies; (B) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analysis of the effects of alternative GAAP methods on the financial statements of Fairfax and the treatment preferred by the independent auditor; (C) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of Fairfax; and (D) the type and presentation of information to be included in earnings press releases (including any use of "pro forma" or "adjusted" non-GAAP information).

13.
The Committee will regularly review with the independent auditor any difficulties the auditor encountered in the course of its audit work, including any restrictions on the scope of the independent auditor's activities or on access to requested information, and any significant disagreements with management. The Committee will also review with the independent auditor any material communications with the independent auditor, including any management letter or schedule of unadjusted differences.

14.
The Committee will review with management, and any outside professionals as the Committee considers appropriate, important trends and developments in financial reporting practices and requirements and their effect on Fairfax's financial statements.

15.
The Committee will review with management and the independent auditor the scope, planning and staffing of the proposed audit for the current year. The Committee will also review the organization, responsibilities, plans, results, budget and staffing of the internal audit departments. In addition, management of Fairfax's subsidiaries will consult with the Committee, or in the case of Fairfax's publicly traded subsidiaries, the audit committees of those subsidiaries, on the appointment, replacement, reassignment or dismissal of personnel in the respective internal audit departments.

16.
The Committee will meet with management to discuss guidelines and policies governing the process by which Fairfax and its subsidiaries assess and manage exposure to risk and to discuss Fairfax's major financial risk exposures and the steps management has taken to monitor and control such exposures.

17.
The Committee will review with management, and any internal or external counsel as the Committee considers appropriate, any legal matters (including the status of pending litigation) that may have a material impact on Fairfax and any material reports or inquiries from regulatory or governmental agencies.

18.
The Committee will review with the Board any issues that arise with respect to the quality or integrity of Fairfax's financial statements, compliance with legal or regulatory requirements, or the performance of the internal audit function.
19.
The Committee will establish procedures for (a) the receipt, retention and treatment of complaints received by Fairfax regarding accounting, internal accounting controls, auditing matters or potential violations of law and (b) the confidential, anonymous submission by employees of Fairfax of concerns regarding questionable accounting, internal accounting controls or auditing matters or potential violations of law. This will include the establishment of a whistleblower policy and an employee "hotline" for making anonymous submissions.

20.
The Committee will annually review the expenses of the CEO and the CFO.

21.
The Committee will participate in the oversight of Fairfax's insurance subsidiaries that are subject to the NAIC Model Audit Rules, as adopted by the respective insurers' states of domicile, including through its interaction with their designated audit committees. If material weaknesses or significant deficiencies in internal control and/or significant solvency concerns are identified in such a subsidiary, at thresholds appropriate for the subsidiary, regardless of their materiality at the consolidated Fairfax level, the Committee will be involved in addressing these issues and will oversee their remediation. If any additional review and oversight responsibilities not included above are required to be performed by independent

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5.     Access to Advisors

        The Committee may, in its sole discretion, retain counsel, auditors or other advisors in connection with the execution of its duties and responsibilities and may determine the fees of any advisors so retained. Fairfax will provide the Committee with appropriate funding for payment of compensation to such counsel, auditors or other advisors and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

6.     The Committee Chair

        In addition to the responsibilities of the Chair described above, the Chair has the primary responsibility for monitoring developments with respect to financial reporting in general, and reporting to the Committee on any significant developments.

7.     Committee Evaluation

        The performance of the Committee will be evaluated by the Governance and Nominating Committee as part of its annual evaluation of the Board committees.

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QuickLinks

FAIRFAX FINANCIAL HOLDINGS LIMITED — 2017 ANNUAL INFORMATION FORM TABLE OF CONTENTS AND INFORMATION INCORPORATED BY REFERENCE
Schedule A FAIRFAX FINANCIAL HOLDINGS LIMITED AUDIT COMMITTEE CHARTER Approved by the Board of Directors on February 17, 2005, except the Addition of Paragraph 21 of Section 4 was Approved by the Board of Directors on May 30, 2014
FAIRFAX FINANCIAL HOLDINGS LIMITED AUDIT COMMITTEE CHARTER