Fairfax Financial : 2024 Proxy Circular

Published: 2025-03-08 14:31:04 ET FFH.TO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders of Fairfax Financial Holdings Limited (the "Meeting") will be held on Thursday, April 10, 2025 at 9:30 a.m. (Toronto time) as a hybrid meeting with a physical location at Roy Thomson Hall, 60 Simcoe Street, Toronto, Canada and the option to participate virtually, via live webcast at https://meetings.lumiconnect.com/400-001-692-242, for the following purposes:

The Meeting will have a physical meeting location (Roy Thomson Hall, 60 Simcoe Street, Toronto, Canada) with in-person attendance, but the Meeting will also permit registered shareholders and duly appointed proxyholders to participate virtually via live webcast online at https://meetings.lumiconnect.com/400-001-692-242. During the live webcast, shareholders will be able to hear the Meeting live, and registered shareholders and duly appointed and registered proxyholders will be able to submit questions and vote while the Meeting is being held. We hope that hosting a hybrid Meeting will enable greater participation by our shareholders by allowing shareholders who might not otherwise be able to travel to a physical meeting to attend online. The accompanying management proxy circular (the "Circular") provides important and detailed instructions about how to participate at the Meeting.

Virtual attendance at the Meeting will be in real time through an online portal available at https://meetings.lumiconnect.com/400-001-692-242, provided that shareholders are connected to the internet and carefully follow the instructions set out in the Circular. Non-Registered shareholders who do not follow the procedures set out in the Circular will be able to listen to the live webcast of the Meeting as guests and will also be able to ask questions, but will not be able to vote. The Circular provides important and detailed instructions about how to participate virtually at the Meeting.

By Order of the Board,

Derek Bulas

Vice President, Chief Legal Officer and Corporate Secretary

Toronto, March 7, 2025

If you cannot be present to vote in person at the Meeting or attend the virtual meeting to vote by online ballot through the live webcast platform, please complete and sign the enclosed form of proxy and return it in the envelope provided, or vote online at www.investorvote.comor by telephone at 1-866-732-VOTE (8683). Please refer to the Circular for further information regarding completion and use of the proxy and other information pertaining to the Meeting.

MANAGEMENT PROXY CIRCULAR

(Note: Dollar amounts in this Management Proxy Circular are in Canadian dollars except as otherwise indicated.)

The information contained in this Management Proxy Circular is given as at March 7, 2025, except where otherwise noted.

Voting Shares and Principal Holders Thereof

We have 20,801,178 subordinate voting shares and 1,548,000 multiple voting shares outstanding (these are our only voting securities). Following shareholder approval on August 31, 2015, we amended our articles with the result that the votes attached to our multiple voting shares would continue to be maintained at their then current level of representing 41.8% of the votes attached to all of our outstanding multiple voting shares and subordinate voting shares. This result was effected by an amendment to our articles increasing the number of votes attached to the multiple voting shares from 10 to 50 votes per multiple voting share, subject to a limit of 41.8% voting power. As a result, if and when 50 votes per multiple voting share represents 41.8% of the voting power, further issuances of subordinate voting shares will continuously reduce that voting power. Our outstanding subordinate voting shares currently represent 58.2% of the votes attached to all of our outstanding multiple voting shares and subordinate voting shares. Each subordinate voting share carries one vote per share at all meetings of shareholders except for separate meetings of holders of another class of shares.

The continuing preservation of the 41.8% voting power of the multiple voting shares is subject to a majority of the minority shareholder ratification vote (i) at the annual meeting of shareholders following the period ending December 31, 2020 and any one or more consecutive five-year periods thereafter during which the number of our outstanding shares (multiple voting shares plus subordinate voting shares) has increased by at least 25%, or following any calendar year more than five years after the last ratification vote (or after August 31, 2015) if the number of our outstanding shares (multiple voting shares plus subordinate voting shares) has increased by at least 50% since the last ratification vote (or after August 31, 2015); (ii) if we intend to issue more than 50% of our outstanding shares in a single transaction; and (iii) within five years after V. Prem Watsa is, for whatever reason, neither our Chairman nor our CEO. At August 31, 2015, the number of our outstanding shares (multiple voting shares plus subordinate voting shares) was 23,583,605.

Each holder of our subordinate voting shares or multiple voting shares of record at the close of business on March 7, 2025 (the "record date" established for notice of the Meeting and for voting in respect of the Meeting) will be entitled to vote at the Meeting or any adjournment or postponement thereof, either in person at the Meeting, by online ballot through the live webcast platform, or by proxy. Shareholders representing in person, virtually or by proxy at least 15% of our outstanding voting shares constitute a quorum at any meeting of shareholders.

The Sixty Two Investment Company Limited ("Sixty Two") owns 50,620 subordinate voting shares and 1,548,000 multiple voting shares, representing 41.9% of the total votes attached to all classes of our shares (100% of the total votes attached to the multiple voting shares and 0.2% of the total votes attached to the subordinate voting shares). V. Prem Watsa, our Chairman and Chief Executive Officer, controls Sixty Two and himself beneficially owns an additional 467,196 subordinate voting shares and exercises control or direction over an additional 2,100 subordinate voting shares. These shares, together with the shares owned directly by Sixty Two, represent 43.3% of the total votes attached to all classes of our shares (100% of the total votes attached to the multiple voting shares and 2.5% of the total votes attached to the subordinate voting shares). To the knowledge of our directors and officers, there are no other persons who (directly or indirectly) beneficially own, or control or direct, shares carrying 10% or more of the votes attached to any class of our voting shares.

Concurrent with the above-mentioned amendment of our articles, Sixty Two and V. Prem Watsa entered into an agreement with us which included provisions restricting the sale of the multiple voting shares and prohibiting a holder of multiple voting shares from receiving a premium or additional benefit from the multiple voting shares' special voting rights.

Pursuant to those provisions, Sixty Two may not sell any of its multiple voting shares (except to Sixty Two's 75%-owned subsidiaries which are similarly bound) unless the buyer makes a concurrent unconditional offer to purchase all of the subordinate voting shares for at least an equal consideration per share payable in the same form of consideration.

Annual Report

Our Annual Report includes our consolidated financial statements and the notes thereto for the year ended December 31, 2024. No action will be taken at the Meeting with respect to approval or disapproval of the Annual Report.

You may obtain a copy of our latest Annual Information Form (together with the documents incorporated therein by reference), our Annual Report which includes our comparative consolidated financial statements for 2024 together with the report of our independent registered public accounting firm, Management's Report on Internal Control over Financial Reporting, and management's discussion and analysis of our financial condition and results of operations for 2024, any of our unaudited interim consolidated financial statements for periods subsequent to the end of our 2024 fiscal year and this Circular, upon request to our Corporate Secretary. If you are one of our securityholders, there will be no charge to you for these documents. You can also find these documents on our website (www.fairfax.ca) or on SEDAR+ (www.sedarplus.ca).

Election of Directors

A Board of twelve directors is to be elected at the Meeting, to serve until the next annual meeting. Each nominee is voted for on an individual basis. If you submit a proxy in the enclosed form, it will, unless you direct otherwise, be voted FOR the election of each of the nominees named below. However, in case any of the nominees should become unavailable for election for any presently unforeseen reason, the persons named in the proxy will have the right to use their discretion in selecting a substitute. The election of directors at the Meeting will be governed by the majority voting requirements under the Canada Business Corporations Act ("CBCA"), which became effective in August 2022. The majority voting provisions in the CBCA require that, in an uncontested election of directors, such as the one planned for the Meeting, in order for a nominee to be elected as a director, they must receive more votes in favour of their election, than against. If a nominee fails to receive a majority of votes cast by our shareholders in favour of their election, they will not be elected and the Board position will remain open, except that an incumbent director will be permitted to remain in office until the earlier of (a) the 90th day after the day of the election or (b) the day on which their successor is appointed or elected. In light of these CBCA statutory majority voting requirements, the Board resolved to revoke our then existing majority voting policy, such that the former policy will not apply in respect of the Meeting. In addition, any report of voting results that is publicly filed pursuant to section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations will disclose

Ownership or control

over voting securities

of Fairfax India

Ownership or

Holdings Corporation,

control over

Helios Fairfax

Names of nominees, offices

voting securities

Partners Corporation,

held in Fairfax

(subordinate

Dexterra Group Inc. and

(or significant affiliates)

Director

voting shares) of

Boat Rocker Media Inc.

and principal occupations

since

Fairfax

(publicly traded subsidiaries)

ROBERT J. GUNN(a)(b)(c)

2007

2,369(1)(2)

Independent Business Consultant and Corporate

Director

THE RT. HON. DAVID L. JOHNSTON(b)

2020

1,603(1)(3)

5,000 Fairfax India(3)

Independent Business Consultant and Corporate

90,817 Dexterra Group(3)(10)

Director

KAREN L. JURJEVICH(c)

2017

66(1)

Founder and President, KJ&CO INC.

CHRISTINE A. MAGEE

Corporate Director

R. WILLIAM MCFARLAND(a)(d)

2019

1,250(1)(4)

4,000 Fairfax India(11)

Corporate Director

184,001 Dexterra Group(10)

CHRISTINE N. MCLEAN

2018

2,099(1)(5)

16,630 Helios Fairfax(5)

Senior Investment Analyst, Fairbank Investment

12,417 Dexterra Group(5)

Management Limited

8,900 Boat Rocker(5)

BRIAN J. PORTER

2023

1,200(1)(6)

15,000 Fairfax India

Corporate Director

TIMOTHY R. PRICE(a)(b)(c)

2010

1,700(1)

Chairman, Brookfield Funds,

a division of Brookfield Corporation

(formerly Brookfield Asset Management Inc.)

LAUREN C. TEMPLETON(a)

2017

18,372(1)(7)

7,842 Fairfax India(7)(12)

Founder and President, Templeton and Phillips

Capital Management, LLC

BENJAMIN P. WATSA

2015

627(1)(8)

15,022 Fairfax India(11)

Founder, Chief Executive Officer and Chief

Investment Officer, Marval Capital Ltd.

V. PREM WATSA

1985

(9)

320,000 Fairfax India(13)

Chairman and Chief Executive Officer of Fairfax

100,000 Helios Fairfax(13)

WILLIAM C. WELDON(c)

2020

1,023(1)

Corporate Director

(10)Each of Messrs. Johnston and McFarland have 55,058 and 117,989 options, respectively, on common shares of Dexterra Group. In addition, each of Messrs. Johnston and McFarland have 7,076 and 20,216 unvested restricted share units, respectively, on common shares of Dexterra Group. None of the securities mentioned in this footnote are included in the numbers of shares shown in the above table.

(11)Each of Mr. McFarland and Mr. Ben Watsa have 7,027 options on subordinate voting shares of Fairfax India. None of the securities mentioned in this footnote are included in the numbers of shares shown in the above table.

(12)Ms. Templeton previously received a restricted share grant of 6,203 previously issued subordinate voting shares of Fairfax India purchased in the market, 3,724 of which have vested. None of the securities mentioned in this footnote are included in the numbers of shares shown in the above table.

(13)These 320,000 subordinate voting shares of Fairfax India and 100,000 subordinate voting shares of Helios Fairfax are the personal holdings of Mr. Watsa. Fairfax's interest in each of these companies has not been included here.

The information as to shares beneficially owned or controlled by each nominee, and certain of the biographical information provided below, not being within our knowledge, has been furnished by such nominee.

Legend:

BD - Board of Directors

AC - Audit Committee

CC - Compensation

G&NC - Governance and Nominating Committee

Committee

Robert J. Gunn, 79, is a member of our Board of Directors. Mr. Gunn is an independent

Meetings Attended in 2024

business consultant and corporate director. Mr. Gunn is the Chairman of the Board of

7 of 7

Directors of our Northbridge subsidiary and served as the Vice Chairman of the Board of

6 of 6 AC

Directors of our Northbridge subsidiary from 2004 to 2014. Mr. Gunn previously served as

1 of 1

the Chief Executive Officer and Chief Operating Officer of Royal & SunAlliance plc, a

1 of 1

G&NC

diversified insurance company in London, England, from 2002 to 2003 and 2001 to 2002,

respectively. He also served as Group Director, Americas, of Royal & SunAlliance from 1998

to 2001. From 1990 to 2001, Mr. Gunn held the positions of President and Chief Executive

Officer at Royal & SunAlliance Canada. Mr. Gunn is the Chair of our Compensation

Committee and is a member of our Audit Committee and our Governance and Nominating

Committee. Mr. Gunn is a resident of Toronto, Ontario, Canada.

The Rt. Hon. David L. Johnston, 83, is a member of our Board of Directors. Mr. Johnston is an independent business consultant and corporate director. He has held a number of distinguished management and leadership positions in academia and government, including acting as the 28th Governor General of Canada from 2010 to 2017. Mr. Johnston has held a number of academic positions, including as principal and vice-chancellor of McGill University for fifteen years and as the president and vice-chancellor of the University of Waterloo. Mr. Johnston has also served on numerous provincial and federal task forces and committees, acted as president of the Association of Universities and Colleges of Canada (now Universities Canada) and of the Conférence des recteurs et des principaux des universités du Québec. Mr. Johnston is a member of the Order of Canada and was promoted to companion, the Order's highest level, in 1997. Mr. Johnston was also the first non-U.S. citizen to be elected chair of Harvard University's board of overseers. Mr. Johnston holds degrees from Harvard, Cambridge and Queen's. Mr. Johnston is also a director of The BlackNorth Initiative and our publicly traded subsidiary, Dexterra Group Inc. Mr. Johnston is a member of our Compensation Committee. Mr. Johnston is a resident of Ashton, Ontario, Canada.

Meetings Attended in 2024

7 of 7 BD

0 of 0 CC*

Karen L. Jurjevich, 69, is a member of our Board of Directors. Ms. Jurjevich is the Founder

Meetings Attended in 2024

and President of KJ&CO INC., a position she has held since November 2024, and is an

7 of 7 BD

independent business consultant and corporate director. Ms. Jurjevich previously served as

1 of 1 G&NC

Principal of Branksome Hall, a leading private International Baccalaureate (IB) World School

for girls located in Toronto, Ontario, from July 1998 to June 2024, and was also the Chief

Executive Officer of Branksome Hall Global from October 2012 to June 2024. Prior to

joining Branksome Hall in 1998, Ms. Jurjevich was a Principal in the Toronto District School

Board and, from 1988 to 1992, taught at Havergal College in Toronto, Ontario. Prior thereto,

Ms. Jurjevich held a number of teaching positions and was previously a member of the

Board of the Canadian Accredited Independent Schools, the Board of the Conference of

Independent Schools of Ontario, the International Baccalaureate and North American

Independent Schools Task Force. Ms. Jurjevich graduated from the Stanford Executive

Program at the Stanford Graduate School of Business. Ms. Jurjevich is a member of our

Governance and Nominating Committee and is a resident of Toronto, Ontario, Canada.

Christine A. Magee, 65, is a new nominee for election to our Board of Directors. Ms. Magee

New Nominee

is a corporate director and is the Co-founder, Chair of the Board of Directors and past

President of Sleep Country Canada. She co-founded Sleep Country in 1994, establishing it as

a prominent player in the sleep products industry. Prior to her entrepreneurial venture,

Ms. Magee worked in the banking and financial services industry at the National Bank of

Canada and Continental Bank of Canada from 1982 to 1994. In addition to her role at Sleep

Country, Ms. Magee serves on the Board of Directors of Telus Corporation, Metro Inc. and

on the boards of other private and not-for-profit organizations, including Trillium Health

Partners. She has previously served on the Board of Directors of Woodbine Entertainment

Group, Cott Corporation, McDonald's Canada, Sirius XM Canada, Plan International Canada,

Western University Entrepreneurship Advisory Council, and the Advisory Board of the Ivey

School of Business. Ms. Magee is a Member of the Order of Canada and has been inducted

into the Women's Executive Network Canada's Top 100 Most Powerful Women Hall of Fame.

Ms. Magee holds a Business and Administration (Honours) degree from the University of

Western Ontario. She has received of an Honorary Doctorate of Commerce from Toronto

Metropolitan University. Ms. Magee is a resident of Oakville, Ontario, Canada.

R. William McFarland, 67, is a member of our Board of Directors and our Lead Director.

Meetings Attended in 2024

Mr. McFarland is the Chairman of the Board of Directors of AGT Food and Ingredients Inc.

7 of 7 BD

and Farmers Edge Inc., and is a director of our publicly traded subsidiaries, Dexterra

6 of 6 AC

Group Inc. (Dexterra Group) and Fairfax India Holdings Corporation (Fairfax India). He is

also the Chair of the Board of Dexterra Group as well as the Chair of the Audit Committee

of Fairfax India. Mr. McFarland previously served as Chair of the Board of Directors of The

Conference Board of Canada. Mr. McFarland was the Chief Executive Officer and Senior

Partner of PricewaterhouseCoopers LLP (Canada) from 2011 to 2018. Prior to that,

Mr. McFarland was a member of the executive team at PricewaterhouseCoopers LLP (Canada)

from 2005 to 2011, having been admitted to the partnership in 1992 and having led the

Greater Toronto Area audit practice from 2002 to 2005. Mr. McFarland is a Chartered

Professional Accountant and a fellow of the Chartered Professional Accountants of Ontario.

Mr. McFarland is a member of our Audit Committee and is a resident of Richmond Hill,

Ontario, Canada.

Christine N. McLean, 44, is a member of our Board of Directors. Ms. McLean is a senior

Meetings Attended in 2024

member of the Investment Team at Fairbank Investment Management Limited, an investment

7 of 7 BD

advisory firm with a "value approach" to investing, founded by the former President and

Co-Founder of Sprucegrove Investment Management Ltd. ("Sprucegrove"). Ms. McLean

previously held the position of Director of Research at Sprucegrove, a private investment

advisor specializing in global equities for institutional investors. Ms. McLean began her

investment career at Sprucegrove in 2004 as an Investment Analyst. Ms. McLean serves as a

Board Member of Branksome Hall and Upper Canada College Foundation. Ms. McLean

holds a Bachelor of Science in Business Administration specializing in Finance from the

University of Richmond, Virginia, a Chartered Investment Manager designation and is a

resident of Toronto, Ontario, Canada. Ms. McLean is the daughter of Prem Watsa.

Brian J. Porter, 67, is a member of our Board of Directors. Mr. Porter is a corporate director.

Meetings Attended in 2024

Mr. Porter previously served as Scotiabank's President and Chief Executive Officer from

7 of 7 BD

November 2013 to January 2023. Mr. Porter is a member of the Board of Directors of

Emera Inc. and Building Ontario Fund, Chair of the Board of Governors of Huron University

College at Western University and Chair of the Board of the Atlantic Salmon Federation

(Canada). Mr. Porter is a former member and past Chair of the University Health Network

(UHN) Board of Trustees. Mr. Porter earned a B.Comm. from Dalhousie University, and has

been awarded an Honorary Doctor of Laws (LLD) from Dalhousie University in 2008 and

Ryerson University (now Toronto Metropolitan University) in 2018. He is a graduate of the

Advanced Management Program at the Harvard Business School. Mr. Porter is a resident of

Toronto, Ontario, Canada.

Timothy R. Price, 82, is a member of our Board of Directors. Mr. Price has been the

Meetings Attended in 2024

Chairman of Brookfield Funds, a division of Brookfield Corporation (formerly Brookfield

7 of 7 BD

Asset Management Inc.), since 1997 and was Chairman of Brookfield Financial Corporation

6 of 6 AC

until December 2004. Mr. Price serves on the St. Michael's Hospital Foundation Board and

1 of 1 CC

the Dean's Advisory Board at the Schulich School of Business. Mr. Price previously served as

1 of 1 G&NC

a director of Canadian Tire Corporation from 2007 to 2018. Mr. Price is a member of our

Audit, Compensation and Governance and Nominating Committees and is a resident of

Toronto, Ontario, Canada.

Lauren C. Templeton, 48, is a member of our Board of Directors. Ms. Templeton is the

Meetings Attended in 2024

Founder and President of Templeton and Phillips Capital Management, LLC, a registered

7 of 7 BD

investment advisory firm located in Chattanooga, Tennessee. Ms. Templeton received a B.A.

6 of 6 AC

in Economics from the University of the South. She is the Founder and former President of

the Southeastern Hedge Fund Association; was previously a member of the Board of

Directors of the Memorial Hospital Foundation and the Finance Advisory Board of the

University of Tennessee at Chattanooga; and served on the Chattanooga Area Chamber of

Commerce Board of Directors. Ms. Templeton is Chair of the Board of Trustees of the John

M. Templeton Foundation and is a member of the Templeton World Charity Foundation, Inc.

and a Trustee of the Templeton Religion Trust. Ms. Templeton currently serves as an

independent Director of Canadian Solar Inc., Recurrent Energy, LLC and our publicly traded

subsidiary, Fairfax India Holdings Corporation. Ms. Templeton is a member of our Audit

Committee and is a resident of Lookout Mountain, Tennessee, U.S.A.

Benjamin P. Watsa, 46, is a member of our Board of Directors. Mr. Watsa is the Founder,

Meetings Attended in 2024

Chief Executive Officer and Chief Investment Officer of Marval Capital Ltd. ("Marval").

7 of 7 BD

Mr. Watsa has over two decades of experience in the investment industry. Prior to Marval,

Mr. Watsa was a Partner and Portfolio Manager at Lissom Investment Management Inc. for

over a decade and spent five years in New York as an investment banker in the Financial

Institutions Group at Banc of America Securities and at Cochran Caronia Waller. Mr. Watsa

also serves as Chairman of our publicly traded subsidiary, Fairfax India Holdings

Corporation, sits on the advisory board of Impression Ventures, and holds the position of

director emeritus for his work and contributions as a director and Vice Chair of the

Investment Committee for the Rideau Hall Foundation. Mr. Watsa is a member of the Young

Presidents' Organization, holds a B.A. from Hillsdale College and a Chartered Investment

Manager designation and is registered with the Ontario Securities Commission as a Portfolio

Manager. Mr. Watsa is a resident of Toronto, Ontario, Canada and is the son of Prem Watsa.

V. Prem Watsa, 74, has been the Chairman of our Board of Directors and our Chief Executive

Meetings Attended in 2024

Officer since 1985. Mr. Watsa is the Vice Chairman of Hamblin Watsa Investment Counsel Ltd.

7 of 7 BD

since 2019, after serving as Vice President since 1984. Mr. Watsa is the Founder and a

director of our publicly traded subsidiary, Fairfax India Holdings Corporation. Mr. Watsa is

a co-founder and a director of The BlackNorth Initiative. Mr. Watsa is a resident of Toronto,

Ontario, Canada.

William C. Weldon, 76, is a member of our Board of Directors. Mr. Weldon is a corporate

Meetings Attended in 2024

director. He is a member of the Board of Directors of HeartFlow, Inc. and serves on the

7 of 7 BD

Board of Trustees for Quinnipiac University. Mr. Weldon was the Chairman of the Board and

1 of 1 G&NC

Chief Executive Officer of Johnson & Johnson from 2002 to 2012. Mr. Weldon is a former

member of the Board of Directors of ExxonMobil Corporation, JP Morgan Chase & Co., The

Chubb Corporation and CVS Health Corporation. Mr. Weldon is the Chair of our Governance

and Nominating Committee and is a resident of North Palm Beach, Florida, U.S.A.

None of our director nominees serve together on the Board of any other companies, other than subsidiaries of Fairfax, or act together as trustees for other entities.

Subsequent references in this Circular to "Mr. Watsa" are, unless expressly indicated otherwise, references to V. Prem Watsa.

Appointment of Auditor

If you submit a proxy in the enclosed form, it will, unless you direct otherwise, be voted FOR the appointment of PricewaterhouseCoopers LLP as our auditor to hold office until the next annual meeting. In order to be effective, the resolution to appoint PricewaterhouseCoopers LLP as our auditor must be passed by a majority of the votes cast in person, by online ballot through the live webcast platform or by proxy at the Meeting.

Shareholder Proposal

At the Meeting, shareholders will be asked to consider a shareholder proposal received from the Salal Foundation of 185-911Yates St., Suite 561, Victoria, British Columbia V8V 4Y9 represented by Investors for Paris Compliance. Our Board of Directors recommends that you vote AGAINST the shareholder proposal. The shareholder proposal, along with the reasons for our Board of Directors' recommendation, is set out in Schedule A to this Circular. If you submit a

proxy in the enclosed form, it will, unless you direct otherwise, be voted AGAINST the shareholder proposal. An

affirmative vote of the majority of the votes cast in person, by online ballot through the live webcast platform or by proxy at the Meeting is required to pass the resolution proposed by this shareholder proposal.

Shareholder Proposals for Next Year's Annual Meeting

The CBCA permits certain eligible shareholders to submit shareholder proposals to us, which proposals may be included in a management proxy circular relating to an annual meeting of shareholders. Any such shareholder proposals must be received by us between November 11, 2025 and January 10, 2026 in order to be included in the management proxy circular relating to the annual meeting of shareholders to be held in 2026.

Other Business

Our management is not aware of any other matters which are to be presented at the Meeting. However, if any matters other than those referred to herein should be presented at the Meeting, the persons named in the enclosed proxy are authorized to vote the shares represented by the proxy in their discretion and in accordance with their best judgment.

Compensation of Directors

Our directors who are not officers or employees of us or any of our subsidiaries receive a retainer of $75,000 per year. There are no additional fees based on meeting attendance. The Chair of the Audit Committee and the Lead Director each also receives a further retainer of $30,000 per year, and the Chair of each other committee also receives a further retainer of $5,000 per year, for services in those respective capacities. In addition, non-management directors joining the Board are granted a restricted stock grant (or, as a result of applicable tax rules, an option equivalent) of approximately $500,000 of our subordinate voting shares, vesting as to 10% per year commencing one year after the date of grant (or, if desired, on a slower vesting schedule). Additional amounts may be paid for special assignments. Please see the table below, giving details of the outstanding option-based and share-based awards granted to our directors, for information concerning stock-related awards to directors. Any such awards made to directors are on our outstanding subordinate voting shares purchased in the market and, since they involve no previously unissued stock, there is no dilution to shareholders. Non-management directors are also reimbursed for travel and other out-of-pocket expenses incurred in attending Board or committee meetings or in otherwise being engaged on our business. Our Chairman does not receive compensation for his services as a director separate from his compensation as Chief Executive Officer. Details of the compensation provided to our directors (other than our Chairman) during 2024 (including compensation paid by our subsidiaries for those individuals' services as directors of those subsidiaries) are shown in the following table:

Disclaimer

Fairfax Financial Holdings Limited published this content on March 08, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 08, 2025 at 19:30:01.663.