THE HIGH COURT 2020 No. Cos

31 IN THE MATTER OF ZURICH INSURANCE PLC

LU AND IN THE MATTER OF

AND IN THE MATTER OF L

THE ASSURANCE COMPANIES ACT 1909, THE INSURANCE APTA98%)94D THE EUROPEAN UNION (INSURANCE AND REINSURANCE) R~PU"LATIONS

2015 (EACH AS AMENDED)

To: The High Court

The Humble Petition of the Directors of Zurich Insurance plc (the Transferor) and the

Transferee), whose respective names and residential addresses are set out in the First Schedule hereto, (together, the Petitioners) shows as follows:

OBJECT OF PETITION

1. This petition seeks the sanction of this Honourable Court, in accordance with the provisions of Section 13 of the Assurance Companies Act 1909 (as amended) (the 1909 Act), Section 36 of the Insurance Act 1989 (as amended) (the 1989 Act) and Regulation 41 of the European Union (Insurance and Reinsurance) Regulations 2015 (as amended) (the 2015 Regulations), for the transfer of part of the non-life insurance business currently carried on by the Transferor (acting through its branch in Germany) (the Transferring Business) to the Transferee pursuant to the scheme set out in the Second Schedule hereto (the Scheme).

INTERPRETATION

2. In this Petition, words and expressions shall have the meanings as set out in Part A (Definitions and Interpretation) of the Scheme unless otherwise defined herein.

CONSTITUTION AND BUSINESS OF THE TRANSFEROR

3. The particulars, pertinent powers and principal objects of the Transferor are as follows:

3.1. The Transferor is a non-life insurance company which was incorporated in Ireland initially as a private limited company on 19 July 1950 under company number 13460. Incorporated as Shield Insurance Company Limited, its name was changed to Eagle Star Insurance Company (Ireland) Limited on 31 December 1991 and to Zurich Insurance Ireland Limited on 13 May 2005. The Transferor was re-registered as a public limited company under the name Zurich Insurance plc on 2 January 2009. The Transferor carries on the

M-46988036-12 1

Transferring Business through its German branch at Platz der Einheit 2, 60327, Frankfurt am Main, Germany.

3.2. The Transferor is a wholly owned member of the Zurich insurance group of companies, which is headquartered in Switzerland (the Zurich Group). Zurich Insurance Group Ltd, a Swiss company incorporated on 26 April 2000, is the ultimate parent company of the Zurich Group and its shares are listed on the SIX Swiss Exchange.

3.3. The Transferor's registered office is at Zurich House, Ballsbridge Park, Dublin 4, D04 E5N4. Its authorised share capital is €125,000,000 divided into 100,000,000 Ordinary Shares of €1.25 each. The Transferor's total issued share capital is €8,158,160 divided into 6,526,528 fully paid Ordinary shares of €1.25 each. According to its most recent audited financial statements, as at 31 December 2018, the Transferor had net assets of approximately €2 billion with total gross written premium for the year ended 31 December 2018 of approximately €7.7 billion.

3.4. The Transferor's principal object as set out in its Constitution is to "undertake and to carry out the business of insurance against non-life risks of all kinds and, in particular, risks in the classes set out in Schedule 1 of the European Union (Insurance and Reinsurance) Regulations 2015 (as same may be amended, modified, replaced or re-enacted) from time to time".

3.5. On 12 March 1951, the Transferor was authorised by the Minister for Enterprise, Trade and Employment to undertake the business of non-life insurance in Classes 1 to 17 as such classes are currently set out and described in Schedule 1 to the 2015 Regulations. The Transferor was subsequently authorised by the said Minister for Enterprise, Trade and Employment to undertake the business of non-life insurance in Class 18 from 1987 onwards.

3.6. The powers previously exercised by the Minister for Enterprise, Trade & Employment were transferred on 1 May 2003 to the Irish Financial Services Regulatory Authority. On 1 October 2010, the Central Bank of Ireland (the CBI) took over the functions of the Financial Services Regulatory Authority.

3.7. The 2015 Regulations entered into force on 1 January 2016. The 2015 Regulations transpose Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 (the Solvency II Directive) into Irish law. The CBI issued a new certificate of authorisation to the Transferor under the 2015 Regulations with effect from 1 January 2016. As a result, the Transferor is now authorised under the 2015 Regulations to undertake the business of non-life insurance in all of the 18 classes of non-life insurance provided for in the 2015 Regulations. That authorisation remains in full force and effect. Accordingly, the Transferor is an assurance undertaking for the purposes of the 1909 Act and an insurance undertaking under the 1989 Act and the 2015 Regulations.

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3.8. The Transferor is the principal underwriter of the Zurich Group's non-life insurance business in Europe and offers a broad range of non-life insurance products and services to a wide variety of personal, commercial and corporate customers. The Transferor writes non-life insurance in Ireland and throughout Europe via its network of twelve branches established in Germany, Italy, Spain, Portugal, the United Kingdom, Belgium, France, the Netherlands, Norway, Sweden, Denmark and Finland.

INFORMATION IN RELATION TO THE POLICIES

4. Through its branch in Germany, the Transferor insures a portfolio of approximately 35,000 professional indemnity policies issued to architects and engineers based in Germany (the Policies). The following is a high level overview of the Policies:

4.1. The Policies provide cover for professional indemnity risks of architects and engineers and other general liability. This includes loss or damage resulting from architectural and engineering related errors that occurred during the design and/or implementation of the design of a development or while the architect or engineer was supervising the implementation of the design. So far as the Transferor is aware, the Policies are governed by German law.

4.2. Agrippina Versicherung Aktiengesellschaft (Agrippina), an insurance undertaking established in Germany, commenced writing this business in 1958. Agrippina was acquired by the Zurich Group and was merged into Zurich Versicherung-Aktiengesellschaft (Deutschland) (ZVers) on 17 October 2000 (the Agrippina Merger). ZVers was an insurance undertaking which was established in Germany by the Zurich Group in 1995 and Agripinna's portfolio of professional indemnity policies were transferred to ZVers as part of the Agripinna Merger following which ZVers continued to write professional indemnity business for a number of years. ZVers subsequently merged into the Transferor on 16 August 2010 as part of an intra-group restructuring (the ZVers Merger). As part of the restructuring, the portfolio of professional indemnity policies previously underwritten by ZVers was transferred to the Transferor. The Transferor continued to write new business following the ZVers Merger.

4.3. The Policies were sold through a number of brokers and tied agents on behalf of the Transferor (or its legal predecessors) (the Distributors). The three key Distributors that introduced over 90% of the Policies were Unit Versicherungsmakler GmbH, MRH Trowe and Schluter Assekuranz. The remaining business was distributed by approximately 2,250 other Distributors.

4.4. Policies are comprised of two different types:

(A) Standard policies that were written on an annual basis, covering loss or damage that occurred during the insured

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period (the Annual Policies). The Annual Policies were generally issued to cover the day to day professional indemnity exposure of an architect or engineer. The Transferor ceased underwriting new broker-introduced Annual Policies in 2012, and had ceased all renewals of broker-introduced Annual Policies by 1 October 2017. The Transferor continues to underwrite small portfolios of Annual Policies introduced by tied agents. The Transferring Business includes Annual Policies introduced by tied agents which had expired or were cancelled with effect on or before 1 October 2017; and

(B) 80 policies that were written for special projects which cover an architect or engineer's indemnity risks for a particular construction project (the Special Project Policies). The duration of the Special Project Policies is linked to the estimated project construction period. There are 3 Special Project Policies still in force, the last of which is due to expire in December 2021. The remaining policies have all since lapsed or expired.

4.5. The Polices were written on an occurrence basis with the policyholder obliged to notify any claims under a Policy to the Transferor promptly after becoming aware of a claim or a situation that may result in a claim. Under German law, there are limitation periods for any action being brought against an architect or engineer depending on the nature of the services provided. For design only services, the limitation period is 5 years from the date on which the final invoice is issued by the policyholder for its work on a project. For design and supervision services, it is 10 years from the date on which the final invoice is issued by the policyholder. In some instances, where the architect or engineer entered into a trust agreement with its clients in a construction project, the limitation period for bringing a claim can be extended by agreement for up to 30 years.

4.6. According to the Transferor's electronic records, all Policies are fully underwritten by the Transferor other than 183 Policies (approximately 0.5% of the total portfolio) (Co-Insured Policies) which are underwritten by the Transferor together with another insurer on a co-insurer basis (the Co-Insurers). This means that the Transferor and each Co-Insurer underwrite a specified portion of the risk under a particular policy. The Transferor is the lead insurer (i.e. typically with the largest share of the risk) on 116 of the Co-Insured Policies and is the follow insurer on the remaining 67 Co-Insured Policies. As the lead insurer, the Transferor is responsible for the administration of the relevant Co-Insured Policy and also negotiates and settles claims (with settlements being binding on each of the Co-Insurers). In accordance with established market practice in Germany, the lead insurer often pays the entire claim and is subsequently reimbursed by the other Co-Insurers in accordance with their respective portions of the risk.

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4.7. Following a review of its electronic records in which the Transferor extracted all policyholder addresses from its electronic policy database and filtered them by country, the Transferor has determined and concluded that there are 17 jurisdictions which are considered EEA Member States where contracts were concluded (for the purposes of Regulation 41(3)(b) of the 2015 Regulations) which are as follows:

1. Austria 2. Belgium 3. Denmark 4. France 5. Germany 6. Greece 7. Hungary 8. Ireland 9. Italy 10.Luxembourg 11.Netherlands 12.Norway 13.Poland 14.Portugal 15.Spain 16.Sweden 17.United Kingdom

(together, the Member States Where the Contracts Were Concluded).

4.8. The United Kingdom withdrew from the European Union on 31 January 2020. As part of the Agreement on the Withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community, more commonly known as the Brexit Withdrawal Agreement, a transitional period lasting until 31 December 2020 was agreed, with capacity, before 1 July 2020, for a single further extension of up to one or two years. During this transitional period, the United Kingdom will remain subject to European Union law and, of particular relevance to the Transferring Business, the Solvency II regime. It is on this basis that the United Kingdom is referred to as a Member State Where the Contracts Were Concluded in paragraph 4.7 above.

4.9. Accordingly, based on the Transferor's review of its records, the CBI will be required to consult with and obtain the consent (or deemed consent) of the supervisory authorities in each of the Member States Where the Contracts Were Concluded before the Scheme can be put into effect.

4.10. For the purpose of Regulation 41(5)(b) of the 2015 Regulations, the Transferor has concluded, based on the review of its records as described in paragraph 4.7, the Member States in which the risks under the Policies are situated are the same as the Member States

Where the Contracts Were Concluded. Therefore the Transferor intends to publish details of the Scheme in accordance with the laws of the Member States Where the Contracts Were Concluded as required by Regulation 41(5)(b).

4.11. As at 31 December 2018 there were 3,060 open claims on the Policies (of which 84 of these claims relate to the Co-Insured Policies), Approximately 3,027 claims related to the Annual Policies and 33 claims related to the Special Project Policies. As at the same date, total reserves of approximately €188 million were held in respect of the Policies.

CONSTITUTION AND BUSINESS OF THE TRANSFEREE

5. The particulars, pertinent powers and principal objects of the Transferee are as follows:

5.1. The Transferee is a non-life insurance company incorporated in Harnburg, Germany, registered with the commercial register of the local court (Amtsgericht) of Hamburg under register number HRB 152748. The Transferee's registered office is at Hermannstrasse 15, Europa Passage, 20095 Hamburg, Germany.

5.2. The Transferee is one of three EU authorised insurance companies wholly owned by DARAG Group Limited, a private company incorporated in Malta. The ultimate parent company of the Transferee is DARAG Guernsey Limited, a Guernsey incorporated private company. DARAG Guernsey Limited is owned by investment funds managed by Keyhaven Capital Partners Limited (based in the United Kingdom and regulated by the Financial Conduct Authority with reference number 223632), Aleph Capital Partners LLP (based in the United Kingdom and regulated by the Financial Conduct Authority with reference number 601543) and Crestview Advisors LLC (based in the United States of America and subject to the regulatory oversight of the US Securities and Exchange Commission (the SEC) with file number 801-73897).

5.3. The Transferee was established in Berlin pursuant to its articles of association dated 5 March 1949 and was entered onto the commercial register on 31 March 1949 under the company name Schwarzmeer-und Ostsee Allgemeine Versicherungs- and Ruckversicherungs-AG. In 1958, the Transferee's company name was changed to DARAG Deutsche Auslands- and Ruckversicherungs-AG. After the German reunification on 3 October 1990, the Transferee's company name was changed to DARAG Deutsche Versicherungs- and Ruckversicherungs-Aktiengesellschaft. By resolution of the general meeting of the Transferee dated 16 March 2011, the Transferee's company name was changed to DARAG Deutsche Versicherungs-und Ruckversicherungs-AG. In 2009, the Transferee modified and expanded its business model to include the acquisition of portfolios of legacy insurance business. By resolution of the general meeting of the Transferee dated 27 July 2010, the corporate seat of the Transferee

was relocated from Berlin to Wedel (Schleswig Holstein). By further resolution of the general meeting of the Transferee dated 3 May 2018, the corporate seat of the Transferee was relocated from Wedel (Schleswig Holstein) to Hamburg.

5.4. The Transferee has a share capital of €15,974,448.70 divided into 512,640 fully paid ordinary non-par bearer shares of approximately €31.16 each. According to its most recent audited financial statements, as at 31 December 2018, the Transferee has a shareholder equity position of approximately €30 million.

5.5. The Transferee's principal objects, as set out in clause 2 of its articles of association, are: (1) to carry on direct and indirect insurance business for all lines of insurance with the exception of substituting health and life insurance; (2) to carry on the business of reinsurance of all types; (3) to broker insurance of all types and (4) keeping and administering of financial interests.

5.6. After the German Reunification on 3 October 1990, by the accession of the German Democratic Union to the Federal Republic of Germany, the then responsible regulatory authority Bundesaufsichtsamt for das Versicherungswesen (the BAV), by certificate dated 28 October 1992 confirmed the authorisation of the Transferee in the following insurance classes pursuant to the German Insurance Supervision Act (the VAG): 1 d, 3a, 3b, 4, 5, 6a, 6b, 6c, 7, 8a, 8b, 8c, 8d, 8f, 9,10b, 11, 12, 13, 16d, 16e and 16f. The BAV licensed the Transferee for the following further classes: 16h (approval received on 29 June 1993), 16j (approval received on 20 September 1994) and 16 (approval received on 12 June 1997). On 1 May 2002, the Bundesanstalt for Finanzdienstleistungsaufsicht (the BaFin) took over the functions of the BAV. The BaFin licensed the Transferee for the following further classes: 1 (approval received on 8 October 2010), 5 (approval received on 26 August 2011), 10a and 10c (approval received on 11 October 2011), 17 (approval received on 3 August 2012) and 2 (approval received on 22 June 2018). The Transferee is now licensed for the following insurance classes of non-life insurance as defined in Annex I of the Solvency II Directive: 1, 2, 3, 4, 5, 6, 7, 8 (excluding nuclear energy), 9, 10,11,12,13, 16 and 17.

5.7. The Transferee proposes to accept the transfer of the Policies from the Transferor under the Scheme and is empowered to do so by its articles of association which permits it to carry on direct and indirect insurance business for all lines of insurance with the exception of substituting health and life insurance.

5.8. For the purposes of Article 41(3)(a) of the 2015 Regulations and Article 100 of the Solvency II Directive, the Transferee will possess the necessary solvency margin after taking into account the transfer of the Transferring Business and the CBI will request the BaFin to issue a certificate to that effect. Implementation of the Scheme will be subject to receipt of that certificate and to the consent (or deemed consent) of BaFin as required by Article 41(3)(b) of the 2015 Regulations.

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BACKGROUND TO THE SCHEME

6. The background to the proposed transfer of the Transferring Business is as follows:

6.1. The Transferor has decided to dispose of the Policies and the Transferring Business in line with the Transferor's (and the Zurich Group's) strategy to dispose of non-core legacy insurance businesses.

6.2. Since the modification and expansion of its business model in 2009, the Transferee specialises in the acquisition of insurance companies' legacy portfolios. Since 2009, the Transferee has been successfully involved in 24 transactions (including 14 completed portfolio transfers which all involved the transfer of legacy business) in 16 countries. During the course of 2019, the Transferee has entered into a retrospective quota share reinsurance agreement with Protector Forsikring (located and based in Norway), a share deal regarding the acquisition of One Re Ltd (located and based in the UK), a share deal regarding the acquisition of Underwriter Insurance Company Limited (located and based in the UK) and a portfolio transfer agreement with Schwarzmeer- and Ostsee Versicherungs-Aktiengesellschaft SOVAG (located and based in Germany). Therefore, the Transferee has identified the acquisition of the Policies and the Transferring Business as being consistent with the business model and objectives of the Transferee.

6.3. The Transferor and the Transferee have, by way of a series of agreements entered into on 5 September 2019, the details of which are included below (the Agreements), agreed to the sale and transfer of the Policies and the Transferring Business by the Transferor to the Transferee, and have provided for the interim reinsurance and administration of the Policies pending the completion of the transfer.

6.4. The essential elements of the commercial arrangements embodied in the Agreements include the following:

(A)The Transferor has agreed, subject to and in accordance with the terms of the Framework Agreement (the Framework Agreement) entered into by the Transferor, Transferee and DARAG Guernsey Limited (the Guarantor) and subject to the issuance of a binding ruling (verbindliche Auskunft) issued by the competent tax office in Germany confirming that no VAT or only VAT on the basis of the consideration as set forth under the Framework Agreement becomes payable in connection with the transfer of the Transferring Business pursuant to the Scheme, to sell the Policies to the Transferee (the Sale). Completion of the transfer of the Policies comprised in the Sale is conditional on the sanction by this Honourable Court of the Scheme.

(B)Pending completion of the Sale, the Transferor has fully reinsured the Policies with the Transferee pursuant to a loss portfolio

transfer agreement between the Transferor, the Transferee and the Guarantor (the LPTA). As a result, 100% of the economic risk in respect of the Policies transferred from the Transferor to the Transferee with economic effect from 1 July 2019 in consideration of the payment of the reinsurance premium by the Transferor to the Transferee. The LPTA is an interim step taken by the Parties before the transfer of the Policies is sanctioned by this Honourable Court to reflect the ultimate intention of the Transferor to sell the Transferring Business and of the Transferee to acquire and become fully responsible for the Transferring Business.

(C)The Guarantor executed the Framework Agreement and the LPTA for the purpose of providing a guarantee to the Transferor in respect of the Transferee's obligations under the Framework Agreement and LPTA. Both the Transferee and the Guarantor are members of the DARAG group.

(D)The parties entered into an administration agreement pursuant to which the Transferee is expected to take over the administration and claims handling activities in relation to the Policies on the Migration Date (as defined below) (the Administration Agreement).

(E)The Transferor, Transferee and Zurich Beteiligungs-

Aktiengesellschaft (Deutschland) (ZBAG), the company which currently provides, among other services, claims handling services in respect of the Policies, entered into an agreement which details the terms of the migration of the services detailed in the Administration Agreement (the Migration Agreement) and the date on which the migration of said services is to occur (the Migration Date). The Migration Date is expected to be on or around 1 April 2020 and in any event will take place on or before the Effective Date.

6.5. Notwithstanding the above arrangements, the Transferor retains the primary gross exposure to, and remains ultimately responsible for, the Policies as a matter of law and in accordance with the Transferor's regulatory obligations, until the Effective Date. Accordingly, the completion of the Sale pursuant to the Scheme is material to the effective execution of the Transferor's strategy to dispose of non-core legacy businesses.

6.6. On completion of the Sale, the LPTA will be commuted and the Transferee will assume 100% of the legal (as well as the economic) risk arising under the Policies. The administration of the Policies will also become the legal responsibility of the Transferee as the insurer (or co-insurer) of the Policies in place of the Transferor.

6.7. The board of directors of the Transferor (the Transferor Board) approved entering into the commercial arrangements embodied in the Agreements at a meeting held on 28 August 2019. At the same meeting, the Transferor Board resolved to effect the transfer of the

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Policies to the Transferee pursuant to and in accordance with the Scheme subject to the sanction of this Honourable Court and any necessary regulatory or other approvals.

6.8. The executive board of the Transferee (the Transferee Board) approved entering into the commercial arrangements embodied in the Agreements in a circular resolution as documented in the minutes signed by the chairman of the executive board on 28 August 2019. The resolution of the board of directors included the acceptance of the transfer of the Policies from the Transferor pursuant to and in accordance with the Scheme subject to the sanction of this Honourable Court and any necessary regulatory or other approvals. The supervisory board of the Transferee approved the decision of the Transferee Board in a circular resolution as documented in the minutes signed by the chairman of the supervisory board on 3 September 2019.

6.9. The CBI has been kept informed of the transaction on a regular basis and is aware of the key phases of the portfolio transfer. No objections or material unresolved queries have been raised to date.

PRINCIPAL FEATURES OF THE SCHEME

7. The Scheme has the following principal features:

7.1. On and with effect from the Effective Date, the Transferring Assets (which include the Transferor's interest in the Policies but exclude the Excluded Assets and Residual Assets) shall be transferred to and vested in the Transferee and the Transferee shall succeed to and become responsible for, and entitled to, all the rights, benefits and powers of the Transferor whatsoever subsisting on the Effective Date under or by virtue the Transferring Assets.

7.2. On and with effect from the Effective Date, the Transferring Liabilities of the Transferor (but excluding the Residual Liabilities and the Excluded Liabilities) shall be transferred to and vested in the Transferee, with the effect that the Transferor shall be wholly released from, and the Transferee shall succeed to, the Transferring Liabilities.

7.3. Every holder of a Policy, as defined in the Scheme, shall, with effect from the Effective Date, become entitled, in substitution for and to the exclusion of any right against the Transferor thereunder (from which the Transferor shall be entirely released), to the same rights against the Transferee as were available against the Transferor under such Policy prior to the Effective Date. In addition, every holder of a Policy shall, with effect from the Effective Date, in substitution for any liability or obligation owed thereunder to the Transferor, be under the same liability or obligation to the Transferee.

7.4. The Scheme provides for Residual Assets and Residual Liabilities (each as defined in the Scheme) which will not transfer from the Transferor to the Transferee on the Effective Date in certain

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circumstances specified in the Scheme. Rather, any such Residual Assets and Residual Liabilities may transfer upon the fulfilment of certain criteria contained in the Scheme on a Subsequent Transfer Date (as defined in the Scheme). The Scheme does however provide that, on and with effect from the Effective Date until the relevant Subsequent Transfer Date:

(A)The Transferor shall, subject to having obtained any required consent or waiver, hold any Residual Assets as trustee and in trust for and on behalf of the Transferee absolutely, and the Transferor shall be subject to the Transferee's directions, in respect of any Residual Assets; and

(B)The Transferee shall discharge on the Transferor's behalf or, failing that, indemnify the Transferor against all Residual Liabilities.

7.5. The terms of the Scheme specifically carve out the Retained Business, the Excluded Assets and Excluded Liabilities (each as defined in the Scheme) which will not transfer to or be assumed by the Transferee on the Effective Date (or thereafter) and will remain with the Transferor absolutely.

7.6. Any Proceedings (as defined in the Scheme) by or against the Transferor in connection with:

(A) The Transferring Business, the Transferring Assets or the Transferring Liabilities on the Effective Date;

(B) The Residual Assets or Residual Liabilities on any relevant Subsequent Transfer Date,

shall be continued by or against the Transferee, and the Transferee shall be entitled to all defences, claims, counterclaims and rights of set-off that would have been available to the Transferor, and the Transferor shall have no liability in respect of such Proceedings.

7.7. The descriptions of features of the Scheme set out in this paragraph 7 and elsewhere in this Petition have been included for illustrative purposes only. In the event of any conflict or any ambiguity arising between the provisions of this Petition and the provisions of the Scheme, the provisions of the Scheme shall prevail.

ACTUARIAL REPORT

8. Irish law does not require an independent actuarial report to be procured as a pre-requisite to seeking or obtaining the sanction of this Honourable Court for the transfer of a portfolio of non-life insurance business. However, the Transferor and Transferee have procured an independent actuarial report from Jeff Courchene, a Principal and Consulting Actuary at Milliman LLP (the Independent Actuary).

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9. Mr Courchene is a Fellow of the Institute and Faculty of Actuaries and a Fellow of the Society of Actuaries in Ireland. He has no direct or indirect interest in the proposed Scheme or any financial interest in the Transferor, the Transferee or the respective groups to which they belong.

10. The Independent Actuary has reviewed the proposed Scheme and has considered its potential impact on (a) the holders of the Policies proposed to transfer to the Transferee under the Scheme (the Transferring Policyholders); (b) the Transferor's other policyholders; and (c) the Transferee's existing policyholders.

11. The Independent Actuary has prepared an independent actuarial report (the Actuarial Report) in which he has concluded that in his opinion, provided the Scheme operates as intended (and he has no grounds for believing that it will not do so):

11.1. The security of benefits to the Transferring Policyholders and the current policyholders of the Transferee will not be materially adversely affected by the implementation of the Scheme on the Effective Date;

11.2. The security of benefits to policyholders of the Transferor who are not bring transferred under the Scheme will not be adversely affected by the implementation of the Scheme on the Effective Date; and

11.3. The Scheme will have no adverse impact on service standards experienced by the policyholders of the Transferor, both those being transferred under the Scheme and those not transferring, or by the current policyholders of the Transferee.

12. The Independent Actuary intends to prepare a supplementary report in advance of the hearing of this Petition (the Supplementary Report). The Supplementary Report will cover any relevant matters which may have arisen since the date of the Actuarial Report, including any such matters which may impact on the Independent Actuary's conclusions therein.

IMPACT ON EMPLOYEES

13. The Scheme will have no impact on the employees of the Transferor or the Transferee.

PUBLICITY

14. As required by the 1909 Act and the 2015 Regulations, the Petitioners shall publish notice of their intention to make this application (the Notice) in Iris Oifigiuil and in two daily newspapers published in the State, namely, the Irish Times and the Irish Independent, and otherwise as the Court may direct.

15. Regulation 41(5)(b) of the 2015 Regulations also requires the proposed transfer to be published in each Member State in which risks under the Policies are situated in accordance with the law of that Member State. As detailed in paragraphs 4.7 to 4.10 above, the Transferor considers that the

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Member States Where the Contracts Were Concluded are the Member States in which risks under the Policies are situated.

16. The Transferor has obtained legal advice in each of the Member States Where the Contracts Were Concluded in relation to the publication requirements that are applicable in relation to the Scheme in those jurisdictions. The Transferor intends to publish advertisements in the Member States Where the Contracts Were Concluded, in substantially the same form as the Notice (adjusted and/or translated as necessary to comply with any local requirements), in accordance with these requirements.

17. The publication of the Notice (or variants of same) as set out in paragraphs 14 to 16 above will satisfy the legal requirement for publication of the Notice under Irish law and the laws of the Member States Where the Contracts Were Concluded. However, to secure a wider notification to the Transferring Policyholders, the Transferor will also publish the Notice in the following publications:

17.1. Frankfurter Allgemeine Zeitung, a nationally circulated newspaper in Germany;

17.2. Handelsblatt, a daily business newspaper circulated in Germany;

17.3. Deutsche Bauzeitung, a trade magazine for the architect and engineer industry circulated throughout Germany; and

17.4. The international edition of the Financial Times.

18. This Petition, the Scheme, the Notice, the Communication Pack (as defined below) and the Actuarial Report shall each be made available for inspection by the policyholders and shareholders of the Transferor and the Transferee at the Transferor's registered offices in Ireland (the Irish Office), at the registered branch office of the Transferor in Frankfurt, Germany and at the Transferee's registered office in Hamburg Germany (the German Offices) for a period of at least fifteen days following the publication of the Notice in Iris Oifigiuil. When available, the Supplementary Report shall also be made available for inspection by the policyholders and shareholders of the Transferor and the Transferee at the Irish Office and the German Offices. All documents which are made available at the German offices will be in the English and German language.

19. Whilst not a legal requirement, each of the Transferor and the Transferee also intend to publish English and German language versions of the Petition, the Scheme, the Notice, the Actuarial Report, the Communication Pack (as defined below) and, when available, the Supplementary Report online on dedicated Scheme webpages (the Webpages).

20. As will be detailed in the Notice, each of the Transferor and the Transferee intend to establish telephone hotlines, a mailing address and an email address for their respective policyholders in order to answer any questions or deal with any concerns which any person may have in relation to the Scheme.

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21. The Transferor also intends to produce a package of documents which will comprise the following:

21.1. An explanatory covering letter in relation to the Scheme (with different variants for Transferring Policyholders, Co-Insurers and Distributors);

21.2. A booklet containing questions and answers about the Scheme and a summary of the Actuarial Report (the Information Booklet); and

21.3. A copy of the Notice,

(the Communication Pack).

22. There is no requirement under Irish law to communicate individually with the Transferring Policyholders. Additionally, the Transferor has been advised by its German legal advisors that it is not, as a matter of German law, required to notify or obtain the consent of Co-Insurers in order to transfer its portion of the risk under the Co-Insured Policies to the Transferee under the Scheme.

23. Notwithstanding the above, the Transferor intends to send the Communication Pack to each of the following categories of interested parties:

23.1. The Transferring Policyholders whose policies ended after 30 June 2014;

23.2. The Transferring Policyholders whose policies ended on or before 30 June 2014 and who have a current open claim as at 20 February 2020;

23.3. The Distributors of policies referred to in paragraphs 23.1 and 23.2; and

23.4. The Co-Insurers of policies referred to in paragraphs 23.1 and 23.2,

in each case for whom the Transferor holds details in its electronic records and a valid address.

24. The Communication Pack shall be issued in English and German. There are a number of reasons for this including that:

24.1. The Policies were underwritten by the German Branch of the Transferor;

24.2. The Transferring Policyholders, Distributors and Co-Insurers are predominantly situated in Germany and those who are not situated in Germany can be assumed to have worked or had commercial operations in Germany as the Policies cover professional indemnity risks for architects and engineers in Germany;

24.3. German is the language of the Policies and the language through which the Policies were issued and administered; and

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24.4. All communications in relation to the Policies have been issued in German.

25. The Communication Pack will also be made available free of charge in large print, braille and CD upon request.

26. Pursuant to Section 13(7) of the VAG, the Transferee will write to the Transferring Policyholders that have open claims or ongoing insurance periods following the Transfer informing them about the reason for the transfer, form of the transfer and its consequences, and in particular about the change of the responsible national regulator and the respective insolvency protection scheme as agreed with BaFin. In the event of a change of the national regulator, the Transferring Policyholders are also entitled to terminate their respective insurance contract within one month's receipt of the notification. In addition, BaFin will publish a post-transfer notice in the German Federal Gazette and BaFin may also publish details of the transfer in the BaFin Journal.

COSTS

27. The costs and expenses in relation to and incidental to, the preparation and negotiation of the .Scheme, its presentation to the Court and its implementation, shall be borne by the Parties in such proportions as they may agree.

REGULATORY CONSULTATION

28. For the purposes of Regulation 41 of the 2015 Regulations, the Transferor has consulted with the CBI in relation to the Scheme. The Petitioners understand that the CBI has notified the supervisory authorities in each of the Member States Where the Contracts Were Concluded of the proposed transfer pursuant to, and in connection with, Regulation 41(2), Regulation 41(3)(b) and Regulation 41(4) of the 2015 Regulations.

APPLICATION TO COURT

29. Your Petitioners do not believe that there is or could be any objection, or any sufficient basis for an objection, to be made in relation to the Scheme and the Petitioners respectfully submit that, in the circumstances, it is just and equitable that the Scheme be sanctioned by this Honourable Court.

30. The Petitioners therefore pray as follows:

30.1. An Order pursuant to the provisions of Section 13 of the 1909 Act sanctioning the Scheme;

30.2. Such Order(s) pursuant to the provisions of the 1909 Act, Section 36 of the 1989 Act and Regulation 41 of the 2015 Regulations, as may be appropriate, to transfer the Policies to the Transferee as and to the extent intended by the terms of the Scheme;

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30.3. An Order pursuant to Section 36(1)(c) of the 1989 Act providing for the continuation by or against the Transferee of any legal proceedings pending or commenced, by or against the Transferor on the Effective Date, relating to the Policies;

30.4. Such orders as the circumstances may require to provide for any incidental, consequential or supplementary matters as are necessary to secure that the intended transfer should be fully and effectively carried out; and

30.5. Such other orders as may be appropriate.

Dated this 26", day of 2020

Signed: A & L Goodbody Solicitors for Zurich Insurance plc International Financial Services Centre North Wall Quay Dublin 1

NOTE: It is intended to serve a copy of this Petition together with the Schedules on such parties as this Honourable Court may direct.

r~ Duly presented in the Central Office on the J day of \ ` cIc 1 1 2020 by A&L Goodbody Solicitors, International Financial Services Centre, North Wall Quay, Dublin 1, Solicitors for Zurich Insurance plc.

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FIRST SCHEDULE

NAMES AND ADDRESSES OF THE PETITIONERS

THE TRANSFEROR

1. Breffni Byrne, Souk El Raab, Leopardstown Road, Foxrock, Dublin 18, Ireland

2. Susan Dargan, 21 Marlborough Road, Donnybrook, Dublin 4, Ireland

3. Thomas Kropp, Gold bacherstrasse 35, Kuesnacht, Switzerland

4. Matthew O'Neill, 136 Belgrove Park, Clontarf, Dublin 3

5. Barry O'Leary, 9 Ormond Road, Rathmines, Dublin 6

6. Robert David Campbell, Flat 5, 75c South Oswald Road, Edinburgh, EH9 2HH Scotland

7. Neil Freshwater, Apartment 1201, The Hailing Station, Capital Dock Residence, 82 Sir John Rogerson's Quay, Dublin 2

8. Alison Martin, Bacherstrasse 34, Bach, SZ, Switzerland.

THE TRANSFEREE

1. James Wilson, Steppenbergweg 12, 52074, Aix-la-Chapelle, Germany

2. Thomas Booth, 61 Blenheim Crescent, London, W11 2EG, United Kingdom

3. Alexander Roth, Falkenried 78, 20251, Hamburg, Germany.

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SECOND SCHEDULE

THE SCHEME

18

THE HIGH COURT

2020 No. COS

IN THE MATTER OF ZURICH INSURANCE PLC

AND IN THE MATTER OF DARAG DEUTSCHE VERSICHERUNGS- UND ROCKVERSICHERUNGS-AG

AND IN THE MATTER OF THE ASSURANCE COMPANIES ACT 1909, THE INSURANCE ACT 1989 AND THE EUROPEAN UNION (INSURANCE AND REINSURANCE) REGULATIONS

2015 (EACH AS AMENDED)

SCHEME

pursuant to section 13 of the Assurance Companies Act 1909, section 36 of the Insurance Act 1989 and Regulation 41 of the European Union (Insurance and

Reinsurance) Regulations 2015 (each as amended)

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PART A — DEFINITIONS AND INTERPRETATION

1. DEFINITIONS AND INTERPRETATION

1.1 In this Scheme, unless the subject or context requires otherwise, the following expressions shall bear the following meanings:

"1909 Act" means the Assurance Companies Act 1909;

"1936 Act" means the Insurance Act 1936;

"1989 Act" means the Insurance Act 1989;

"2015 Regulations" means the European Union (Insurance and Reinsurance) Regulations 2015;

"Affiliates" means, with respect to any person, each person that controls, is controlled by, or is under common control with, such person and, for the purposes of this definition, "control" of a person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by power to appoint directors, by contract or otherwise;

"BaFin" means the German Federal Financial Supervisory Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht);

"CBI" means the Central Bank of Ireland;

"Court" means the High Court of Ireland;

"Data Subject Request" means a request made by a data subject to exercise their rights under the DP Legislation in respect of Transferred Personal Data;

"DP Legislation" means any applicable law in any relevant jurisdiction that applies to the processing of personal data and privacy including (where applicable) the EU Data Protection Directive 95/46/EC and the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the EU General Data Protection Regulation — GDPR), the Irish Data Protection Acts 1988 —

2018, the German Federal Data Protection Act (Bundesdatenschutzgesetz) (and any subordinate legislation and codes of practice relating to either), any other applicable data protection or privacy rules, legislation and duties of confidence (in common law, statute or otherwise) in each case as amended or replaced from time to time, together with, where applicable, decisions, guidelines, guidance notes and codes of practice issued from time to time by national data protection and other applicable regulatory authorities;

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"Effective Date" means the time and date on which this Scheme shall take effect in accordance with paragraph 9;

"Encumbrance" means any option, right to acquire, mortgage, charge, pledge, lien or other form of security and any agreement to create any of the foregoing, save for any such right conferred by one party in favour of the other party or any lien routinely imposed on securities in a relevant clearing system;

"Ex Gratia Payments" means any payment the Transferor accounts for in its books and records as an ex gratia payment;

"Excluded Assets" means all assets of the Transferor other than the Transferring Assets, including, for the avoidance of doubt:

(A) the right to carry on any part of the Transferring Business under the name of any member of the Transferor Group;

(B) the rights and benefits of any member of the Transferor Group under or by virtue of the books and records and any Tax related books and records, of any member of the Seller Group or any of the benefits of any member of the Transferor Group (with the exception of the Records);

(C)all IT Systems;

(D)all Intellectual Property Rights owned by a member of the Transferor Group;

(E) any rights or benefits of the Transferor under insurance policies forming part of the Retained Business;

(F) the rights and benefits of any member of the Transferor Group under or by virtue of all contracts, arrangements, licences and other commitments in respect of which the only parties are members of the Transferor Group;

(G)all real property and any leases for real property and interests in real property;

(H)any Tax asset or deferred Tax asset arising to any member of the Transferor Group, including any Tax asset recognised in computing policyholder liabilities or policyholder funds, and any right of any member of the Transferor Group to a repayment of VAT, income or corporation Tax (and any applicable interest or repayment supplement on such VAT);

any undertaking, arrangement, agreement or understanding to acquire any of the assets referred to in paragraphs (A) to (H) above;

"Excluded Liabilities" means all liabilities of the Transferor other than the Transferring Liabilities, including, for the avoidance of doubt:

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(A)any Liabilities in relation to the Excluded Assets; and

(B)any Liabilities for or in respect of Tax relating to the operation of the Transferring Business prior to the Effective Date;

"Guarantor" means DARAG Guernsey Limited, a company incorporated in Guernsey with registered number 65295 whose registered office is at PO Box 119, Martello Court, Admiral Park, St. Peter Port, Guernsey, GY1 3HB;

"Intellectual Property Rights" means rights in the nature of registered designs and unregistered designs and design rights, trade mark rights, topography rights, copyright (including, without limitation, copyright in software), moral rights, database rights, rights in inventions, patents, know-how, procedural manuals (including claims manuals and technical manuals), trade secrets and other confidential information, and all other intellectual property rights and rights of a similar or corresponding character which may exist now or in the future subsist in any part of the world (whether registered or not or the subject of an application for registration) and including all rights to apply for, and obtain, registrations in respect of any and all of the foregoing, each for their full term including extensions, revivals and renewals thereof;

"Ireland" means Ireland, excluding Northern Ireland;

"IT Systems" means all computer hardware (including network and telecommunications equipment) and software (including associated preparatory materials, user manuals and other related documentation) owned, used, leased or licensed by the Transferor;

"Liabilities" means any claims, liabilities, losses, damages, costs (including legal costs and experts' fees and the cost of remediation), payments, redress, or other forms of compensation, including any fines or penalties, statutory levies, Ex Gratia Payments, agreed settlements, buybacks, commutations or compromises, paid, suffered or incurred;

"Marketing Preference" means:

(A)a consent given by a data subject for use of personal data to market directly to him by any means;

(B) an indication (by act or omission, as appropriate) by the data subject that such consent is withheld, or that the data subject has exercised its rights to object to receive direct marketing; or

(C)a record of the fact that a data subject has not so exercised their rights;

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"Order" means any order(s) made, or to be made, by the Court sanctioning the Scheme pursuant to section 13 of the 1909 Act and such further order(s) as the parties shall seek and as the Court shall deem appropriate to grant, pursuant to section 36 of the 1989 Act;

"Policies" means every policy of insurance ever written, issued or assumed by, or novated to, the Transferor (acting though its branch in Germany) or its predecessors directly or through an agent or broker, independently or on a co-insurance basis, including any endorsements or amendments thereto, including but not limited to those policies set out in the Policy Listing CD Rom attached at Appendix I, which:

(A)as at the Signing Date, form part of the run-off architects and engineers professional indemnity insurance portfolio of the Transferor (acting though its branch in Germany);

(B)provide cover for, inter alia, risks of professional indemnity for architects and engineers (irrespective of whether the liability for the risk of professional indemnity relates to a natural or a legal person); and

(C)(i) expired or were cancelled with effect on or before 1 October 2017 and did not renew or (ii) were issued in respect of specific projects before the Signing Date (each a "Special Project Policy"), including those policies marked as a Special Project Policy in the Policy Listing CD-Rom attached at Appendix I and any further renewal(s) of any Special Project Policy on or following the Signing Date, irrespective of the relevant Special Project Policy having expired or having been cancelled on or before the Signing Date;

but excluding any policy which was issued in Germany as a local policy under or as part of an international program or similar arrangement, being an arrangement under which a master policy is issued by the Transferor or another company in the Transferor Group to a policyholder or policyholder group with multinational operations and further local policies are issued in other jurisdictions under or pursuant to such master policy;

"Proceedings" means an action or other legal or administrative proceedings or step (whether direct or indirect, by way of a claim, demand, legal proceedings, execution of judgment, arbitration, complaint or otherwise howsoever) whether pending, current or future, including:

(A)all judicial, quasi-judicial, administrative and regulatory reviews and processes;

(B) all complaints and claims made to any ombudsman

(C)arbitration;

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(D)mediation; and

(E) all other dispute resolution procedures (whether or not they involve submission to any court);

"Records" means:

(A) the hard copy policy records relating to the Policies held by the Transferor in archive; and

(B) the working files relating to open claims in respect of the Policies,

in each case which are in the possession or control of and are capable of being provided by any member of the Transferor Group for the time being having used reasonable efforts to locate them;

"Regulatory Requirements" means all applicable laws, statutes, regulations, rules, orders, directives, requirements, guidance, standards, guidelines and industry codes of practice in each case having legal effect stipulated by any legal, governmental or regulatory body with powers of direction over the relevant entity, including the rules of any stock exchange or listing authority, in each case existing and in force from time to time, wherever relevant in the context;

"Residual Assets" means:

(A) any property in respect of which the Court has declined to order the transfer to the Transferor pursuant to section 13 of the 1909 Act or section 36 of the 1989 Act;

(B)any property, the transfer of which would result in a third party having a right to terminate an agreement with the Transferor or to claim compensation in damages or which would require the consent of any person or the waiver by any person of any right to acquire, or to be offered the right to, or to offer to, acquire or procure the acquisition by some other person of, all or any part of such property, being a right which directly or indirectly arises or is exercisable as a consequence of such transfer being proposed or taking effect;

(C)any property where the Transferor and Transferee agree that transfer should be delayed;

(D)any property which is outside the jurisdiction of the Court or, in respect of which, the transfer pursuant to an order of the Court is not recognised by the laws of the jurisdiction in which the property is situated;

(E) any property which cannot be transferred to or vested in the Transferee for any other reason;

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(F) any Policy in respect of which, for the purpose of Regulation 41(1) of the 2015 Regulations, the supervisory authority of a Member State where the contracts were concluded, either under the right of establishment or the freedom to provide services, has not consented to its assignment pursuant to Regulation 41(3)(b) of the 2015 Regulations or is not deemed to have so consented pursuant to Regulation 41(4) of the 2015 Regulations; and

(G)any proceeds of sale or income or other accrual or return whatsoever, whether or not in any case in the form of cash earned or received from time to time after the Effective Date in respect of any such property referred to in paragraphs (A) to (F) of this definition;

"Residual Liabilities" means any Transferring Liability which is not transferred to or vested in the Transferee pursuant to the Scheme or otherwise at the Effective Date but is intended to transfer pursuant to the Scheme or otherwise at a subsequent date;

"Retained Business" means the business carried on by the Transferor in Germany as at the Effective Date, but excluding the Transferring Business;

"Scheme" means this scheme in its original form or with or subject to any modification, addition or condition which may be approved or imposed in accordance with its terms;

"Signing Date" means 5 September 2019;

"Subsequent Transfer Date" means, in relation to any Residual Asset or Residual Liability, the date (and each date) after the Effective Date on which such Residual Asset or Residual Liability is or is to be transferred to the Transferee, namely:

(A)in respect of any Residual Asset which falls within paragraphs (A), (B), (D) or (E) of the definition of Residual Assets, and of any Residual Liability which is attributable to or connected with that Residual Asset, the date on which any impediment to its transfer shall have been removed or overcome;

(B) in respect of any Residual Asset which falls within paragraph (F) of the definition of Residual Assets, and of any Residual Liability which is attributable to or connected with that Residual Asset, the date on which any relevant supervisory authority of a Member State where the contracts were concluded, either under the right of establishment or the freedom to provide services, consents to the assignment of the relevant Policy or Policies pursuant to Regulation 41(3)(b) of the 2015

25

Regulations or is deemed to have so consented pursuant to Regulation 41(4) of the 2015 Regulations;

(C) in respect of any Residual Asset falling within paragraph (C) or (G) of the definition of Residual Assets, and of any Residual Liability which is attributable to or connected with that Residual Asset, the date on which the Transferor and the Transferee agree the transfer should take place;

"Tax" or "Taxation" means any form of taxation, levy, duty, charge, contribution, withholding or impost of whatever nature (including any related fine, penalty, surcharge or interest) imposed, collected or assessed by, or payable to, any competent government, state or municipality or any local, state, federal or other authority, body or official anywhere in the world exercising a fiscal, revenue, customs or excise function and includes, for the avoidance of doubt, income tax and amounts equivalent to or in respect of income tax required to be deducted or withheld from or accounted for in respect of any payment;

"Transferee" has the meaning given to it in paragraph 2.3;

"Transferee Group" means the Transferee and its Affiliates from time to time;

"Transferor" has the meaning given to it in paragraph 2.1;

"Transferor Group" means the Transferor and its Affiliates from time to time;

"Transferring Assets" means all of the following whatsoever and wheresoever situated as at the Effective Date:

(A) the rights, benefits, authorities and powers of the Transferor (subject to the burden) under or by virtue of the Policies (including contractual, tortious and statutory rights);

(B) assets equalling the technical reserves of the Transferor held in respect of the Policies;

(C)all rights of recovery and/or salvage (including the right to continue or bring a legal claim) against any party excluding any member of the Transferor Group which arises as a result of the Transferor underwriting or paying a claim under any of the Policies; and

(D)such rights as the Transferor or a member of the Transferor Group holds in the Records,

but excluding the Excluded Assets and the Residual Assets;

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"Transferring Business" means that part of the non-life insurance business carried on by the Transferor as at the Effective Date specifically comprised of the Policies, the Transferring Assets and the Transferring Liabilities;

"Transferring Liabilities" means all Liabilities whatsoever (whether present or future, certain or contingent) of the Transferor under or in connection with the Policies and/or the Transferring Assets, but excluding the Residual Liabilities and the Excluded Liabilities;

"Transferring Personal Data" means the personal data comprised in the Transferring Business in respect of which the Transferor was the data controller immediately prior to the Effective Date;

"VAT" means:

(A)any Tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112);

(B) to the extent not included in paragraph (A) above, any value added tax imposed by VATA and legislation and regulations supplemental thereto; and

(C)any other Tax of a similar nature to the Taxes referred to in paragraph (a) or paragraph (b) above, whether imposed in a member state of the EU in substitution for, or levied in addition to, the Taxes referred to in paragraph (a) or paragraph (b) above or imposed elsewhere;

"VAT Group" means a group for VAT purposes within the meaning of sections 43A to 43D of VATA, and otherwise as applicable a group for VAT purposes under any Applicable Law and Regulation implementing Article 11 of EC Directive 2006/112;

"VATA" means the German Value Added Tax Act;

1.2 In this Scheme:

(A)"controller", "personal data" and "data subject" shall have the meanings set out in the GDPR;

(B)"policy" shall have the meaning set out in the 1936 Act;

(C)"property" shall include (without limitation) property, assets, rights and powers of every description (whether present or future, actual or contingent) and includes (i) property held on trust, (ii) benefits and powers of any description and (iii) any interest whatsoever in any of the foregoing;

27

(D)"transfer" shall include (as the context may require) "assign", "assignation" or "assignment", "dispose", "disposition" or "disposal" or "convey" or "conveyance";

(E) "variation" shall include any variation, supplement, deletion, replacement or termination, however effected;

(F) any reference to the singular shall include a reference to the plural and vice versa, and any reference to the masculine shall include a reference to the feminine and vice versa;

(G)any reference to any regulations, directives, decisions of the European Commission and any national enactment, a statutory provision or any subordinate legislation shall be deemed to include a reference to the same as it may have been, or may from time to time be, amended, modified, replaced, re-enacted or superseded from time to time under that regulation, directive, decision of the European Commission, national statute or statutory provision or subordinate legislation;

(H)any reference to any rules, regulations or guidance made by BaFin and/or CBI (as applicable) shall be deemed to include a reference to such rules or regulations as amended or replaced from time to time;

(1) any reference to any regulator (including BaFin and CBI) shall be deemed to include a reference to any successor regulators;

(J) any reference to this Scheme shall include the Schedules to it, and references to paragraphs, sub-paragraphs, Parts or Schedules are to paragraphs, sub-paragraphs or Parts of or Schedules to this Scheme;

(K)headings are inserted for convenience only and shall not affect the construction of this Scheme;

(L) any reference to a person shall include a reference to a body corporate, a partnership, an unincorporated association or a person's executors or administrators and, for the avoidance of doubt, shall include a trustee;

(M)any reference to writing shall include any modes of reproducing words in a legible and non-transitory form;

(N)general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words;

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(0) reference to "costs" and/or "expenses" incurred by a person shall not include any amount in respect of VAT comprised in such costs or expenses for which either that person or, if relevant, any other member of the VAT Group to which that person belongs is entitled to credit as input tax; and

(P) any reference to an amount shall be exclusive of any applicable VAT or other Tax.

PART B — INTRODUCTORY PROVISIONS

2. PARTIES AND BACKGROUND

2.1 Zurich Insurance plc (the Transferor) was incorporated in Ireland as a private limited company on 19 July 1950 under registered number 13460. Incorporated as Shield Insurance Company Limited, its name changed to Eagle Star Insurance Company (Ireland) Limited on 31 December 1991 and to Zurich Insurance Ireland Limited on 13 May 2005. The Transferor was re-registered as a public limited company with the name Zurich Insurance plc on 2 January 2009. The registered office of the Transferor is Zurich House, Ballsbridge Park, Dublin 4, D04 E5N4 Ireland.

2.2 The Transferor is a non-life insurance undertaking authorised by the CBI under the 2015 Regulations. It writes non-life insurance business in Ireland as well as from its 12 regulated branches in Germany, Italy, Spain, the UK, Portugal, France, Belgium, the Netherlands, Norway, Sweden, Denmark and Finland. The Transferor carries on the Transferring Business through its German branch (branch registration no. 7929) at Platz der Einheit 2, 60327, Frankfurt am Main, Germany.

2.3 DARAG Deutsche Versicherungs- and Ruckversicherungs-AG (the Transferee) is a company incorporated in Germany with registered number 152748. The registered office of the Transferee is at Hermannstrage 15, Europa Passage, 20095 Hamburg, Germany.

2.4 The Policies have been written by or on behalf of, or transferred to, the Transferor.

2.5 It is proposed that, subject to the sanction of the Scheme by the Court, the whole of the Transferring Business, including the Transferring Assets and the Transferring Liabilities, and the Residual Assets and Residual Liabilities, but excluding the Excluded Assets, the Excluded Liabilities and the Retained Business shall, in accordance with this Scheme, be transferred to the Transferee.

2.6 Accordingly, it is further proposed that:

(A) an Order be made for the sanction of this Scheme in accordance with the provisions of section 13 of the 1909 Act and section 36 of the 1989 Act, for the transfer of the Transferring Business to the Transferee; and

29

(B) by such Order, provision be made for the transfer of the Transferring Business from the Transferor to the Transferee in accordance with the terms of this Scheme.

PART C — TRANSFER

3. TRANSFER OF THE TRANSFERRING BUSINESS

3.1 On and with effect from the Effective Date, the Transferring Business shall, by the Order, be transferred to and be vested in the Transferee in accordance with this Scheme, so that:

(A) the Transferring Assets and all the interest of the Transferor in them shall, by this Scheme and without any further act or instrument, be transferred to and vest in the Transferee, subject to all Encumbrances (if any) affecting such assets;

(B)on and with effect from each Subsequent Transfer Date, each Residual Asset to which such Subsequent Transfer Date applies and all the interest of the Transferor in it shall, by this Scheme and without any further act or instrument, be transferred to and be vested in the Transferee, subject to all Encumbrances (if any) affecting such asset;

(C)the Transferring Liabilities shall, by this Scheme and without any further act or instrument, be transferred to and become Liabilities of the Transferee and shall cease to be Liabilities of the Transferor; and

(D)on and with effect from each Subsequent Transfer Date, each Residual Liability to which such Subsequent Transfer Date applies and all the interest of the Transferor in it shall, by this Scheme and without any further act or instrument, be transferred to and become a Liability of the Transferee and shall cease to be a Liability of the Transferor.

3.2 The Transferee shall accept without investigation or requisition such title as the Transferor shall have at the Effective Date to the Transferring Assets and, at any Subsequent Transfer Date, to the Residual Asset then transferred, and the Transferor shall not be liable for any charges, expenses, costs, claims, losses or any other Liabilities in connection thereto, save as otherwise agreed between the parties in writing (including under any existing agreement between the Transferor and the Transferee) or as set out in this Scheme.

3.3 The Transferor and the Transferee shall take all such steps and execute all such documents as may be necessary or desirable:

(A) to effect or perfect the transfer to and vesting in the Transferee of any Transferring Asset and Residual Asset pursuant to this Scheme; and

C

(B) to effect or perfect the transfer to and assumption by the Transferee of any Transferring Liability and Residual Liability pursuant to this Scheme.

4. CONTINUITY OF PROCEEDINGS

4.1 On and with effect from the Effective Date, any Proceedings by or against the Transferor in connection with the Transferring Business, the Transferring Assets or the Transferring Liabilities shall be continued by or against the Transferee, and the Transferee shall be entitled to all defences, claims, counterclaims and rights of set-off that would have been available to the Transferor in relation to the Transferring Business, the Transferring Assets or the Transferring Liabilities and such proceedings, and the Transferor shall have no liability under those proceedings.

4.2 On and with effect from the Subsequent Transfer Date applicable thereto, any Proceedings by or against the Transferor in connection with the Residual Assets or Residual Liabilities shall be continued by or against the Transferee, and the Transferee shall be entitled to all defences, claims, counterclaims and rights of set-off that would have been available to the Transferor in relation to the Residual Assets or Residual Liabilities and such proceedings, and the Transferor shall have no liability under those proceedings.

4.3 Any judgment, settlement, order or award obtained by or against the Transferor whether before or after the Effective Date to the extent that it relates to the Transferring Business, the Transferring Assets or the Transferring Liabilities and which is not fully satisfied before the Effective Date shall, on that date and to the extent to which it was enforceable by or against the Transferor immediately prior to such date (or, if later, the date on which the judgment, settlement, or award is obtained), become enforceable by or against the Transferee (to the exclusion of the Transferor).

4.4 Any judgment, settlement, order or award obtained by or against the Transferor whether before or after the Subsequent Transfer Date to the extent that it relates to the Residual Assets or Residual Liability and which is not fully satisfied before the Subsequent Transfer Date shall, on that date and to the extent to which it was enforceable by or against the Transferor immediately prior to such date (or, if later, the date on which the judgment, settlement, or award is obtained), become enforceable by or against the Transferee (to the exclusion of the Transferor).

4.5 All documents which would before the Effective Date have been evidence in respect of any matter for or against the Transferor shall from the Effective Date be evidence in respect of the same matter for or against the Transferee.

4.6 At and from the Effective Date, the Transferee shall owe to the holders of Policies and/or to any other relevant person(s) the same duties of confidentiality and privacy (whether pursuant to Regulatory

31

Requirements or contract) as those which the Transferor owed in respect of the Transferring Business immediately prior to the Effective Date.

5. RIGHTS AND OBLIGATIONS UNDER THE SCHEME

5.1 On and with effect from the Effective Date or, as the context requires (and subject to paragraphs 7 and 8), the applicable Subsequent Transfer Date, the Transferee shall become entitled to all rights, benefits and powers, and subject to all Liabilities, under or related to the Policies, and the Transferor shall cease to be entitled to such rights, benefits and powers or subject to such Liabilities.

5.2 All references in any Policy to the Transferor, any member of the Transferor Group, or the board of directors, any officers or employees or agents of any member of the Transferor Group shall from and after the Effective Date be read as references to the Transferee, any member of the Transferee Group, or the board of directors, any officers or employees or agents of any member of the Transferee Group (as applicable). In particular, but without limitation, all rights and duties exercisable or expressed to be exercisable or responsibilities to be performed by the Transferor, any member of the Transferor Group, or the board of directors, any officers or employees or agents of any member of the Transferor Group in relation to any of the Policies shall, from and after the Effective Date, be exercisable or required to be performed by the Transferee, any member of the Transferee Group, or the board of directors, any officers or employees or agents of any member of the Transferee Group.

5.3 Unless and to the extent otherwise provided for in the Order, the transfer of any rights, benefits, Liabilities and obligations under or in connection with any Policy, Transferring Asset or Transferring Liability pursuant to this Scheme shall take effect and shall be valid and binding on all parties having any interest in the same notwithstanding any restriction on transferring, assigning or otherwise dealing with the same, and such transfer shall be deemed to take effect on the basis that:

(A) it does not contravene any such restriction and does not give rise to any right to terminate, modify, acquire or claim an interest or right, or to treat an interest or right as terminated or modified which might otherwise arise in respect of such transfer; and

(B)any entitlement which would or might arise to terminate, modify, acquire or claim an interest or right, or to treat an interest or right as terminated or modified as a result of anything done or pursuant to the Scheme will not be enforceable.

5.4 Data Protection

(A) On and with effect from the Effective Date:

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(i) the Transferee shall succeed to any rights, benefits, Liabilities and obligations of the Transferor in respect of any Transferred Personal Data which is subject to applicable DP Legislation;

(ii) the Transferee shall become the controller in place of the Transferor of any Transferred Personal Data which is subject to applicable DP Legislation to the extent that the Transferor is, at the Effective Date, the controller in respect of such data;

(iii) in respect of any Transferred Personal Data, the Transferee shall be under the same duty by virtue of any law as the Transferor was under to respect the confidentiality and privacy of any person in relation to that data and be bound by any specific notice or consent given to or from, or request made by the data subject which was binding on the Transferor; and

(iv) in any consent, notice or request given by or to a data subject in respect of Transferred Personal Data, any reference to the Transferor (or to any past or present subsidiary or holding company of the Transferor or subsidiary of any such holding company) shall be deemed to include a reference to the Transferee and each other member of the Transferee Group.

(B)As between the Transferor and Transferee, where a data subject has made a Data Subject Request to the Transferor before the Effective Date and the Transferor has not responded in accordance with the DP Legislation before the Effective Date the Transferee may respond to the request, in accordance with the DP Legislation, including by providing copies of personal data held by the Transferor immediately before the Effective Date and in respect of which the Transferee is now the data controller.

(C)Subject to paragraph 5.4(D), with effect from the Effective Date, the Transferee shall have the benefit of any Marketing Preferences relating to the Transferred Personal Data as provided by the relevant data subjects to the Transferor.

(D)Where, prior to the Effective Date, a data subject of Transferred Personal Data has provided Marketing Preferences to each of the Transferor and the Transferee, the most recent Marketing Preference provided by such data subject to any of the Transferor or the Transferee shall be , deemed to apply on and with effect from the Effective Date.

(E)Nothing in this paragraph 5.4 shall be effective to the extent it would be unlawful under, or inconsistent with, DP Legislation.

6. TREATMENT OF RETAINED BUSINESS, EXCLUDED ASSETS AND EXCLUDED LIABILITIES

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The Retained Business, Excluded Assets and Excluded Liabilities shall not be transferred to the Transferee by this Scheme and shall remain those of the Transferor.

7. DECLARATION OF TRUST AND WRONG POCKET

7.1 On and with effect from the Effective Date, the Transferor shall, subject to having obtained any required consent or waiver, hold any Residual Assets as trustee and in trust for and on behalf of the Transferee absolutely, and the Transferor shall be subject to the Transferee's directions, in respect of any Residual Assets, until their respective Subsequent Transfer Dates, and the Transferee shall have authority to act as the attorney of the Transferor in respect of any such Residual Assets for all purposes.

7.2 In the event of any property being received by the Transferee after the Effective Date, in respect of any Excluded Asset or Residual Asset, the Transferee shall, as soon as is reasonably practicable after its receipt and to the extent to which it is able to do so, transfer such property to, or in accordance with the directions of, the Transferor.

7.3 In the event of any property being received by the Transferor after the Effective Date, in respect of the Transferring Business, the Transferor shall, as soon as is reasonably practicable after its receipt and to the extent to which it is able to do so, transfer such property to, or in accordance with the directions of, the Transferee.

8. INDEMNITY

On and with effect from the Effective Date, the Transferee shall:

(A)discharge on the Transferor's behalf or, failing that, indemnify the Transferor against all Residual Liabilities until the applicable Subsequent Transfer Date; and

(B)save as otherwise expressly provided in this Scheme, indemnify the Transferor against any other loss or demand made against the Transferor that is attributable to the Transferring Business, together with any reasonable costs, claims, charges and other Liabilities reasonably incurred by the Transferor in connection with the foregoing.

PART D — MISCELLANEOUS PROVISIONS

9. EFFECTIVE DATE

9.1 Subject to paragraph 9.2 below, this Scheme shall become effective at 23:59 Irish Standard Time, on 30 June 2020 or such other time and/or such other date as the Transferor and Transferee may agree being a time and date falling after the grant of the Order and being no later than 23:59 Irish Standard Time on 30 September 2020.

9.2 In the event that the Court imposes any modification of or addition to this Scheme, or any further condition or provision effecting the same, this Scheme shall not become effective on the Effective Date unless

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each of the Transferor and the Transferee consents to such modification, addition or condition.

9.3 Unless this Scheme takes effect on or before 30 September 2020 or such later date as the Court may allow upon an application of the Transferor and the Transferee, it shall lapse.

10. EFFECT OF TRANSFER

The transfer and vesting of the Transferring Business shall not:

(A) invalidate or discharge any contract, security or other thing;

(B) require further registration in respect of any security or charge;

(C)constitute a breach of, or default under, or require any obligation to be performed sooner or later than would otherwise be the case under, any instrument or contract or arrangement to which the Transferor is bound;

(D)entitle any party to a policy, contract or arrangement to which the Transferor is a party to vary, amend, disclaim, repudiate or terminate such contract or arrangement when, in the absence of this transfer, that party would not otherwise be entitled to vary, amend, disclaim, repudiate or terminate it;

(E)save as provided elsewhere in this Scheme, confer any greater or lesser rights or benefits, or impose any greater or lesser obligations under a contract on any party to such contract to which the Transferor is a party where such greater or lesser rights, benefits or obligations would not otherwise have been conferred or imposed; or

(F) affect the enforceability, priority or ranking of any Encumbrance.

11. COSTS AND EXPENSES

Except as may otherwise be agreed in writing, the Transferor and the Transferee shall each bear their own costs and expenses in relation to the preparation and carrying into effect of this Scheme.

12. VARIATIONS

12.1 Prior to the grant of the Order, the Transferor and the Transferee together may consent for and on behalf of the persons bound by this Scheme, and all other persons concerned, to any variation of this Scheme.

12.2 Any variation of this Scheme must:

(A) be notified, reasonably in advance of any hearing of the Court at which such application is considered (if applicable), to the CBI, who shall have the right to attend and be heard at such hearing of the Court (if applicable); and

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(B) be approved by the Court.

13. SUCCESSORS AND ASSIGNS

This Scheme will bind and endure to the benefit of the successors and assigns of each of the Transferor and the Transferee.

14. GOVERNING LAW

This Scheme is governed by and shall be construed in accordance with the laws of Ireland.

15. EVIDENCE OF TRANSFER

The production of a copy of the Order, with any modifications, amendments and/or additions made pursuant to paragraph 12 shall, for all purposes, be evidence of the transfer to and vesting in the Transferee of the Transferring Business.

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HIGH COURT

2020 No. PCOS

IN THE MATTER OF ZURICH INSURANCE PLC

AND IN THE MATTER OF DARAG DEUTSCHE VERSICHERUNGS- UND

ROCKVERSICHERUNGS-AG

AND IN THE MATTER OF THE ASSURANCE

COMPANIES ACT 1909, THE INSURANCE ACT

1989 AND THE EUROPEAN UNION

(INSURANCE AND REINSURANCE)

REGULATIONS 2015 (EACH AS AMENDED)

PETITION

A&L Goodbody

Solicitors

International Financial Services Centre

North Wall Quay

Dublin 1

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