Fairfax Financial Holdings Limited (?Fairfax?) announced that it has priced a private offering of an additional USD 200,000,000 of its 6.000% Senior Notes due December 7, 2033 (the ?Notes?) at an issue price of 100.998%, plus accrued interest. Fairfax currently has outstanding USD 400,000,000 aggregate principal amount of notes of this series (the ?Original Notes?). The Notes will have the same terms as the Original Notes, except for the issue date and the issue price, and will form part of the same series as the Original Notes, including with respect to interest payments.

The issue price for the Notes will include an aggregate amount of USD 1,166,666.67 of accrued interest from December 7, 2023, the issue date of the Original Notes, to but excluding the settlement date of the Notes. Fairfax intends to use substantially all of the net proceeds from the offering of the Notes, together with a portion of the net proceeds from the issuance of the Original Notes, to repay outstanding indebtedness with upcoming maturities and use any remainder for repayment of other outstanding indebtedness of Fairfax or its subsidiaries and for general corporate purposes. Except as set forth above, as of the date hereof, Fairfax has not made any determination as to the specific debt or other obligations to be repaid with the net proceeds of the offering of the Notes, nor the amount, timing or method of repayment of any indebtedness.

The offering of the Notes is expected to close on or about January 12, 2024, subject to the satisfaction of customary conditions. Upon settlement, the Notes are expected to trade under the same ISIN and CUSIP numbers as the Original Notes, except that the Notes sold pursuant to Regulation S under the Securities Act of 1933, as amended (the ?Securities Act?), will have different ISIN and CUSIP numbers than the Original Notes until 40 days after the issue date of the Notes offered hereby, but as promptly as practicable thereafter, Fairfax intends to cause the Notes that are issued pursuant to Regulation S to be consolidated with, and share the same ISIN and CUSIP numbers as, the Original Notes that were issued pursuant to Regulation S. The offering is being made solely by means of a private placement either to qualified institutional buyers pursuant to Rule 144A under the Securities Act, or to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

The Notes have not been and will not be qualified for sale under the securities laws of any province or territory of Canada and may not be offered or sold directly or indirectly in Canada or to or for the benefit of any resident of Canada, except pursuant to applicable prospectus exemptions. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.