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Page 1: Creating Pan-Canadian Leader in Support Services · 2020. 3. 26. · Creating Pan-Canadian Leader in Support Services . ... Dexterra or Fairfax's results of operations and financial

March 26, 2020

Creating Pan-Canadian Leader in Support Services

Page 2: Creating Pan-Canadian Leader in Support Services · 2020. 3. 26. · Creating Pan-Canadian Leader in Support Services . ... Dexterra or Fairfax's results of operations and financial

FORWARD-LOOKING STATEMENTS In the interest of providing information regarding Horizon North, including management's assessment of Horizon North's future plans and operations, certain statements made and contained in these presentation materials (collectively, this "presentation") are "forward-looking statements", "forward looking information", or "financial outlook" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements are typically, but not always, identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "potential", "target", "seek", "budget", "predict", "might" and similar words suggesting future events or future performance. Statements regarding capital expenditures and future development plans, objectives and strategies are subject to all of the risks and uncertainties that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. All statements other than statements of historical fact may be forward-looking statements. The forward-looking statements contained in this presentation speak only as of the date of this presentation and are expressly qualified by this cautionary statement. The purpose of any financial outlook is to provide disclosure regarding Horizon North's reasonable expectations as to the results of the proposed business combination and may not be appropriate for other purposes. In this presentation, all amounts are in Canadian dollars, unless otherwise indicated. Any graphs, tables or other information in this presentation demonstrating the historical performance of Horizon North, Dexterra, Fairfax or of any other entity contained in this presentation are intended only to illustrate past performance and are not necessarily indicative of future performance of Horizon North, Dexterra, Fairfax or such entities. Specifically, this presentation contains forward-looking financial and operational information, including: information relating to the potential combination with Dexterra (including anticipated combined revenues, EBITDA, free cash flow, expected capital expenditures, proceeds from dispositions, net capital outlook and leverage ratios and anticipated synergies); expected timing of completion of the proposed transaction; projected organizational chart for the potential combined entity; information relating to potential growth and value creation opportunities of the potential combined entity; information relating to our business strategies following the proposed combination, plans and objectives; and anticipated growth strategies; sales opportunities in modular solutions; industry position; commodity pricing expectations; expectations regarding demand for the North American facilities management market; demand for beds, expected cash flow and related growth rates and stability; expectations regarding dividends paid on common shares and related growth subject to the timing of the COVID-19 pandemic recovery; anticipated shareholder returns; planned capital expenditures (including reductions to such expenditures) and plans for developing our assets and funding our capital expenditures in various geographic regions; and Horizon North and the proposed combined entity's business strategy for future growth. This information is based on current expectations and assumptions of Horizon North, Dexterra and Fairfax described herein in respect of certain projected financial information regarding Horizon North, Dexterra and the combined entity including, without limitation, the timing of receipt of required approvals for the transaction and the anticipated benefits of the transaction and the combined company, current and anticipated market and economic conditions, assumed industry trends, the financial and operational attributes of Horizon North and Dexterra as of the date hereof and the future performance of the combined entity following completion of the transaction. Horizon North believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct, including in respect of the COVID-19 pandemic and the current economic environment. Such forward-looking statements involve known and unknown risks and uncertainties that could materially affect future results. These risks include, but are not limited to, the risk that the proposed transaction does not proceed as planned or at all, if the proposed transaction does proceed that anticipated synergies do not materialize as planned or at all, general economic risks and uncertainties, including in light of the COVID-19 pandemic, future commodity prices, exchange rates, interest rates, geological risk, political risk, regulatory approval risk, demand for commodities, including oil and gas, transportation restrictions and risks associated with changes in tax and regulatory regimes. Additional risks and uncertainties in respect of Horizon North are described in Horizon North's Annual Information Form for the year ended December 31, 2019, as well as Horizon North's Management's Discussion and Analysis ("MD&A") for the year ended December 31, 2019 which are filed under Horizon North's profile on SEDAR at www.sedar.com. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, prospective investors in Horizon North's securities should not place undue reliance on these forward-looking statements. Forward-looking statements contained in this document are made as of the date hereof and are subject to change. None of Horizon North, Dexterra or Fairfax assume any obligation to revise or update forward looking statements to reflect new circumstances, except as required by applicable securities laws. Information, including forward-looking statements, in this presentation regarding Dexterra and Fairfax has been provided and prepared by Dexterra and Fairfax. Horizon assumes no obligation to and will not update forward-looking statements or forecasts pertaining to Dexterra or Fairfax. This presentation contains certain non-GAAP financial measures, including EBITDA, EBITDA Margin Percentage, EV/2020E EBITDA, free cash flow conversion and Fairfax book value per share, that are not determined in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. These measures as presented do not have any standardized meaning prescribed by IFRS and therefore may not be comparable with calculations of similar measures by other companies. Management believes that, in conjunction with results presented in accordance with IFRS, these non-GAAP financial measures assist in providing a more complete understanding of certain aspects of Horizon North, Dexterra or Fairfax's results of operations and financial performance. Investors are cautioned, however, that these measures should not be construed as an alternative to measures determined in accordance with IFRS as an indication of each entity's performance. Reference is made to Horizon North's publicly filed documents, including our most recently filed MD&A, for a discussion of certain of these measures. Forecast amounts for the non-GAAP financial measures disclosed here are also prepared on a non-IFRS basis. We do not provide reconciliations of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with IFRS due to unknown variables and the uncertainty related to future results. These unknown variables may include unpredictable transactions of significant value which may be inherently difficult to determine, without unreasonable efforts. All pro forma financial information contained in this presentation is draft and is subject to and qualified by the pro forma financial statements to be included in the management information circular for the shareholder meeting to approve the transaction. 1

Page 3: Creating Pan-Canadian Leader in Support Services · 2020. 3. 26. · Creating Pan-Canadian Leader in Support Services . ... Dexterra or Fairfax's results of operations and financial

Combination Creates a Leader in Support Services Creates Pan-Canadian Support Services Platform with an Objective to Grow to Over $1 Billion of Revenue and $100 Million of EBITDA − Diversified portfolio of value-added services, end-markets and geographies − Provides scale, capabilities and access to talent to deliver on significant future growth opportunities

Highly Attractive Integrated Facilities Management Business − Recurring service model focused on recession resistant end-markets including aviation, defence and government − Underpinned by multi-year contracts with well-established, long-term client base

National Champion in Workforce Accommodation Solutions − Leading Canadian workforce accommodation provider with established platform across Western, Central and Northern Canada − Over 12,000 beds under management nationally with over 27,500 meals delivered daily1

Differentiated Modular Solutions Business with Established Presence in Key End-Markets − Well positioned to address significant market opportunity in high growth modular business − Opportunity to drive growth across complementary modular and facilities management platforms and combined relationships

Significant Value Creation Opportunities and Benefits of Combination − Attractive long-term growth profile supported by deep opportunity pipeline − Significant expected annual cost savings and cross-selling opportunities

Stronger Balance Sheet and Free Cash Flow Profile − Significant reduction in leverage due to Dexterra’s minimal net debt − Minimal long-term annual capital requirements for Dexterra of approximately $3 million − Dexterra expected to contribute significant free cash flow

2

1 As of March 9, 2020 (pre COVID-19 impact)

Page 4: Creating Pan-Canadian Leader in Support Services · 2020. 3. 26. · Creating Pan-Canadian Leader in Support Services . ... Dexterra or Fairfax's results of operations and financial

Transaction Summary

Consideration • Horizon North shareholders to own 51% and Fairfax Financial Holdings to own 49% of the combined entity

Dividend • Expected payment of an $0.08 annual dividend, payable quarterly, following the close of the transaction and post COVID-19 recovery

Leverage • Significant reduction in leverage due to Dexterra’s minimal net debt

Board

• 8 directors

• 4 from Horizon North

• 4 from Dexterra

• Chairman: Bill McFarland

• Includes 2 Co-CEOs

Management • John MacCuish – Co-Chief Executive Officer & President, Facilities Management

• Rod Graham – Co-Chief Executive Officer & President, Modular Solutions

• Mark Becker – President, Industrial Services

Approvals • 50% of Horizon North shareholders

• Regulatory

Timing • Expected to close in Q2 2020

Ownership • Fairfax Financial Holdings to own 49%

• A committed long-term ownership group with a track record of creating value in the public markets

3

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4

Creating a Pan-Canadian Champion

Combined Operational Highlights • Over 6,800 employees operating across 11 provinces

and territories1 • Horizon North currently is primarily a Western

Canadian business and Dexterra has the majority of its business in Central / Eastern Canada

• Over 12,000 beds under management1

• Servicing more than 50 million sq. ft. across 140 facilities management clients1

• Modular backlog of $62 million with high probability sales opportunities of $298 million2

• Diversified platform with broad geographic and industry end-market exposure

Pro Forma Revenue Mix – 2019

Camps & Catering

45%

Modular Solutions

25%

Facilities Management

23%

Rentals & Logistics

7%

>$700 MM

Energy30%

Other17%

Commercial & Retail17%

Mining & Natural

Resources11%

Affordable Housing

11%

Aviation9% Defence

5%

>$700 MM

Combined Service Region

1 As of March 9, 2020 (pre COVID-19 impact) 2As of December 31, 2019 (pre COVID-19 impact)

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Dexterra Overview

Key Financial Metrics 2019

Revenue ~$260 MM

EBITDA ~$17 MM

EBITDA Margin (%) ~6.3%

Revenue by Segment – 2019

Other25%

Aviation24%

Commercial & Retail

21%

Defence14%

Mining & Natural

Resources14%

Energy2%

~$260 MM

5

• Facilities Management (FM) Business – Deep client relationships reinforced by integrated FM capabilities – Focus on recession resistant end-markets including aviation, defence and government – Long-term contracts, national footprint and diverse client base reduces volatility – Near term opportunity pipeline in excess of $240 million in annual revenue1 and longer

term attractive future growth prospects

• Workforce Accommodation and Forestry (WAF) Business – Strong WAF reputation, capex light model, with an opportunity pipeline of $110 million1

• Overall – Attractive free cash flow generation supported by low capex requirements – Conversion of EBITDA to EBIT of 75% historically – Skilled management team with history of operating complex facilities management

business and WAF

Facilities Management

63%

Workforce Accom. & Forestry

37%

~$260 MM

Revenue by End-Market – 2019

Attractive, Stable Facilities Management business and strong Workforce Accommodation & Forestry platform focused in Central Canada

1 As of March 9, 2020 (pre COVID-19 impact)

Page 7: Creating Pan-Canadian Leader in Support Services · 2020. 3. 26. · Creating Pan-Canadian Leader in Support Services . ... Dexterra or Fairfax's results of operations and financial

$31 $17 $47

$0$25$50$75

$100$125$150

2019 Long-Term

Horizon North DexterraCombined EBITDA ($MM)1

$458

$261

$719

$0$200$400$600$800

$1,000$1,200

2019 Long-Term

Horizon North Dexterra

6

Attractive Combined Financial Profile Pan-Canadian support services platform with an objective to grow to over $1 billion of revenue and $100 million of EBITDA

1 Excludes transaction costs

Combined 2020E Calendar Year Capex Combined Revenue ($MM)

• Minimal sustaining capex required: ~$11 MM (reduced from ~$16 MM)

− Horizon North: ~$8 MM

− Dexterra: ~$3 MM

• In-progress Horizon North growth projects : ~$8 MM (reduced from ~$24 MM)

− Marriott Hotel and Fluor Relocatable Structures (combined ~$3.5 MM remaining)

• Combined 2020E capital outlook: ~$19 MM

• Expected proceeds from Horizon North dispositions in 2020: ~$8 MM

• Combined 2020E net capital outlook: ~$11 MM

• Significant reduction in leverage due to Dexterra’s minimal net debt and significant free cash flow generation

• Attractive total shareholder returns combining capital appreciation and dividends

Combined Leverage and Shareholder Returns

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7

Significant Value Creation Opportunities

Combined Growth Opportunities Significant Expected Annual Cost Savings

SG&A

• Efficiencies in SG&A • Overhead consolidation

Operations

• Service / maintenance staff efficiencies • Adoption of best-in-class practices

Other

• Supply chain efficiencies • Reduced financial expenses

• Significant cross-selling opportunities across combined platform

– Integrated full cycle modular and facilities management offerings

– Industrial facilities management opportunities in energy sector

– Deploy underutilized camp assets in Dexterra platform

• Increased scale to pursue larger contracts and growth opportunities

• Opportunities for expansion of modular solutions business through combined relationships

• Extended geographic platform with potential to accelerate expansion strategy in Northern and Central Canada

Page 9: Creating Pan-Canadian Leader in Support Services · 2020. 3. 26. · Creating Pan-Canadian Leader in Support Services . ... Dexterra or Fairfax's results of operations and financial

Attractive Combined Business to Trade Towards FM Peers

Pro Forma Trading EV / 2020E EBITDA

Dexterra adds attractive, low capital intensity facilities management business

2019E to 2020E EBITDA Growth

20%

10%

7%

7%

6%

3%

(3%

)

11%

(4%

)

(5%

)

(20%)

(10%)

0%

10%

20%

30%

GDI

K-Br

o

HCGS IS

S

Sode

xo

Aram

ark

ABM

Blk.

Dmnd

Cive

o

Targ

et

Facilities Management Workforce Accommodations

7% 1%

8

Source: Public disclosure and FactSet consensus as at March 6, 2020 (pre COVID-19 impact) Note: Free cash flow conversion defined as (EBITDA – Gross Capex) / EBITDA

15.8

x

12.0

x

11.4

x

10.0

x

9.8x

8.7x

6.7x

6.0x

5.7x

5.5x

0.0x

5.0x

10.0x

15.0x

20.0x

HCG

S

K-Br

o

GDI

ABM

Aram

ark

Sode

xo ISS

Cive

o

Targ

et

Blk.

Dmnd

Facilities Management Workforce Accommodations

10.6x 5.7x

• Combined company compares favourably with FM peers

– Industry and geographic diversification

– Attractive growth profile for FM and Modular Solutions segments

– Stability of the facilities management business

– Lower capital and enhanced free cash flow profile

– Attractive balance sheet to support growth

Free Cash Flow Conversion80% 88% 96% 75% 68% 66% 84% 26% 81% 90%

Page 10: Creating Pan-Canadian Leader in Support Services · 2020. 3. 26. · Creating Pan-Canadian Leader in Support Services . ... Dexterra or Fairfax's results of operations and financial

Fairfax is The Right Partner for the Company

• Long-term oriented investor with a shared vision and common values

• Track record of building and supporting leading Canadian and global companies

• Established history of greater than 15% annual book value per share growth

• Network of relationships and opportunities for collaboration with other Fairfax investee companies

• Fairfax is supportive of the growth strategy for the combined company

• Fairfax gained the support of Horizon North’s largest shareholder Polar Asset Management Partners

Track Record of Shareholder Value Creation

9

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10

Summary of Transaction Benefits

Compelling Strategic Rationale

• Combines leading complementary support services businesses with multiple paths for growth

• Creates Pan-Canadian platform with diverse industry end-market exposure

Significant Value Creation

Opportunities

• Attractive long-term growth profile supported by deep opportunity pipeline

• Significant expected annual cost savings and cross-selling opportunities

Enhanced Financial Flexibility

and Shareholder Returns

• Significant reduction in leverage due to Dexterra’s minimal net debt

• Plans to pay and grow the dividend rate

• Significant free cash flow potential provides flexibility to grow and return excess capital to shareholders, and/or invest in the business

Strong Leadership & Governance

• Combined management team and board have strong backgrounds to support the combined company’s strategy

• Long-term supportive shareholder with track record of creating value in the public markets

Page 12: Creating Pan-Canadian Leader in Support Services · 2020. 3. 26. · Creating Pan-Canadian Leader in Support Services . ... Dexterra or Fairfax's results of operations and financial

Appendix Proposed Management Team and Board of Directors Appendix I

Page 13: Creating Pan-Canadian Leader in Support Services · 2020. 3. 26. · Creating Pan-Canadian Leader in Support Services . ... Dexterra or Fairfax's results of operations and financial

Proposed Management Team

John MacCuish Co-CEO and President, Facilities

Management

• President, CEO and Director of Dexterra since inception

• Previously held executive roles at Carillion Canada, Compass Group Canada and Sodexo Canada

Scott Matson CFO

• Senior Vice President and Chief Financial Officer of Horizon North since 2015

• Has been with Horizon North since its public launch in 2006 as the Corporation’s first Controller, Operations Finance

Rod Graham Co-CEO and President, Modular Solutions

• President, CEO and Director of Horizon North since 2014

• Previously served as a Director of Horizon from 2007, and Chairman from May 2012 to January 2014

• Previously President and CEO of ZCL Composites; has served in varying capacities on multiple public and private company boards

Mark Becker President, Industrial Services

• President, Industrial Services of Horizon North since 2018

• Previously held executive and advisory roles at Husky and Suncor

12

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Proposed Board of Directors

Bill McFarland Chairman

• Chairman of Dexterra since July 2019 • Board of Directors and Audit Committee Chair Fairfax Financial Holdings Limited • Previously Chief Executive Officer and Chief Inclusion Officer of PwC Canada (2011 – 2018)

Kevin Nabholz Vice Chairman

• Chairman of Horizon North; director of Horizon North since May 2012 • Over 30 years of experience in the oil sands industry; previously Executive Vice President, Major Projects at Suncor Energy

Russell Newmark • Director of Horizon North since June 2006 • CEO of E.Gruben’s Transport Ltd. Since 1990

Mary Garden

• Director of Horizon North since May 2016 • 30 years of executive leadership in business including operations and marketing management, advisory consulting, coaching and university

teaching • Executive level positions with PwC, Delta Hotels, PKF, Holiday Inn, Radisson Hotels and Keg Restaurants

Simon Landy • Director of Dexterra • Former President of Outland Camps, which was acquired by Carillon in 2015

David Johnston

• Director of Dexterra • 28th Governor General of Canada from 2010 until 2017 • Prior President and Vice-Chancellor of the University of Waterloo • Began law career as an assistant professor at Queen’s University in 1966

Rod Graham • President, CEO and Director of Horizon North since 2014 • Previously served as a Director of Horizon from 2007, and Chairman from May 2012 to January 2014 • Previously President and CEO of ZCL Composites; has served in varying capacities on multiple public and private company boards

John MacCuish • President, CEO and Director of Dexterra • 17+ years of experience in facilities and industrial services • Previously held executive roles at Carillion Canada, Compass Group Canada and Sodexo Canada

13

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Appendix Modular Solutions Supporting Information Appendix II

Page 16: Creating Pan-Canadian Leader in Support Services · 2020. 3. 26. · Creating Pan-Canadian Leader in Support Services . ... Dexterra or Fairfax's results of operations and financial

• Backlog of $62 million (excluding Marriott Hotel)1

• High probability sales opportunities of $298 million1

Modular Solutions Update & Strategic Priorities

Where We Operate

• Leverage and grow recent NRB acquisition

• Develop broad Pan-Canadian geographic platform

• Expand backlog to drive economies of scale across manufacturing facilities and increase stability of revenue / earnings

• Diversify customer base across commercial, hospitality and multi-use end-markets

Strategic Priorities

Differentiated Modular Solutions business with established presence in key end-markets

Markets Currently Served Modular Solutions Locations

Kamloops, BC Calgary, AB

Grimsby, ON

15

Q4 2019 Update

1 As of December 31, 2019 (pre COVID-19 impact)

Page 17: Creating Pan-Canadian Leader in Support Services · 2020. 3. 26. · Creating Pan-Canadian Leader in Support Services . ... Dexterra or Fairfax's results of operations and financial

Modular Solutions Alignment with Dexterra

16

Revenue Mix – 20191

Western Canada

76%

Eastern Canada

24%

~$180 MM

Affordable Housing

43%

Commercial34%Other

23%

~$180 MM

Pan-Canadian Offering

• Better regional representation for sales and operations

• Better access to talent / ideas

Cross-Selling Opportunities

• Opportunity to drive growth across complementary modular and facilities management platforms and combined relationships

• Life of asset offering – build, monitor, maintain

Government Offering

• Federal, Provincial, Municipal connections (three down, three deep approach)

• Indigenous relationships

Fairfax Relationships

• Network of relationships and opportunities for collaboration with other Fairfax investee companies and broader network

Branding Reboot • Right opportunity to differentiate brand

1 Includes NRB effective April 1, 2019

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Appendix Dexterra Supporting Information Appendix III

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Integrated Solutions

• Integrated combination of self-performed soft services and hard services utilized under one management provider

• Increased efficiencies and alignment with client strategy relative to single-service and subcontracted models

Soft Services

• Solutions for people and organizations

• Optimize usability of assets and supporting operations of organizations that occupy them

• Enhancing customer experience for tenants, guests and facility users

Hard Services

• Solutions for space and infrastructure

• Ensuring quality of structure, components, fabric and system, efficient operation and integrity of fittings, finishing fixtures and grounds

What is Facilities Management?

Creating value by maintaining and enhancing the integrity, operation and utilization of built environments

Soft Services

Customer Care Materials & Logistics

Food Services Help Desk

Housekeeping & Environmental

Services

Security & Parking Management

Hard Services

Asset Management Grounds Maintenance

Plant Operations & Maintenance Facility Cleaning

Building Systems Energy Management

Fabric Maintenance &

Repair

Integrated Solutions

18

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19

North American Facilities Management Market

• North America is the largest regional outsourced FM market in the world at US$225 billion (est. 2019)

• Projected to experience stable growth through to 2022 and beyond

• US represents 87% of market

• 55% of total market is outsourced, 18% - 20% under an integrated FM model

• Public & Institutional clients represent the largest segment at nearly 54%, followed by commercial and industrial (22% each)

• Market is highly fragmented with large number of regional and international players from single service providers through to service aggregators and integrated firms

Trends

• Integrated outsourcing models are fastest growing outsourcing type

• “Hard services” market, though smaller, is growing faster than “soft services” market

• Increased focus on technology and digital transformation, energy and environmental performance, and occupant health and well being

N.A. Outsourced Facilities Management Market (US$ Billions)1

$200

$250

$300

$350

$400

2020E 2021E 2022E

1 Source: GlobalFM – 2018 Market Report, Technovia – Facility Management Services Market in North America 2018-2022

Page 21: Creating Pan-Canadian Leader in Support Services · 2020. 3. 26. · Creating Pan-Canadian Leader in Support Services . ... Dexterra or Fairfax's results of operations and financial

Dexterra Overview & Opportunity Outlook

Facilities Management

• Full spectrum of FM activities including solutions for space & infrastructure and solutions for people & organizations

• Emphasis on self-delivery in major FM spend categories and fully integrated solutions

Workforce Accommodations &

Forestry Services (“WAF”)

• Full range of workforce housing solutions including project management, structure supply, installation and logistics, and catering and camp operations across Canada

• Service provider not owner of assets

• Canada’s largest tree planting organization, also provides thinning, slash-pile burning, and type-2 firefighters

Attractive Facilities Management and Workforce Accommodations business supported by deep opportunity pipeline

Service Lines Overview

• Opportunity pipeline in excess of $350 million1

• 32 FM bids in progress with total value $183 million1

• FM pipeline of bids 2020 – 2022 with potential annual revenue $700 million1

• Exceeding success rate goal of 40% over past year

• Capex light

• Strong positive free cash flow

20

1 As of March 9, 2020 (pre COVID-19 impact)

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Appendix Fairfax Overview Appendix IV

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Portfolio Segments

Travel Thomas Cook India – leading and largest travel operator in India.

Restaurants Third largest restaurant group in Canada with Recipe & The McEwan Group.

Technology FairVentures Investments: Encircle, DOZR, TeamSnap, Dream Payments, The Sky Guys and other investments Blackberry & Quess.

Media Boat Rocker Media, Blue Ant Media, Rouge Media & Zoomer Media.

Retail Canadian retailers Sporting Life, Kitchen Stuff Plus, William Ashley, Toys ‘R’ Us and Golf Town and Peak Achievements Athletics (Bauer, Easton, Cascade & Maverik).

Other AGT Foods, Dexterra, Davos Brands, Arctic Gateway & Seaspan.

22

Fairfax Financial

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

• Corporate objective is to achieve a high rate of return on invested capital and build long term shareholder value

• Founded in Toronto in 1985 by Prem Watsa, who is the current Chairman & CEO

• Listed on the Toronto Stock Exchange (TSX: FFH)

• Market Capitalization: over $15 Billion CAD1

Insurance & Reinsurance Global (re)insurance companies with a full range of P&C products. US$17.5 Billion in Gross Premiums Written in 2019.

Investment Management Hamblin Watsa Investment Counsel, Fairfax India & Fairfax Africa. US$39 Billion AUM (at Dec. 31st 2019).

1 As of March 9, 2020 (pre COVID-19 impact)

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23

Fairfax Guiding Principles Objectives • We expect to compound our mark-to-market book value per share over the long term by 15% annually by running Fairfax and its subsidiaries for the long-term benefit of customers, employees,

shareholders and the communities where we operate – at the expense of short term profits if necessary. • Our focus is long term growth in book value per share and not quarterly earnings. We plan to grow through internal means as well as through friendly acquisitions. • We always want to be soundly financed. • We provide complete disclosure annually to our shareholders.

Structure • Our companies are decentralized and run by the presidents except for performance evaluation, succession planning, acquisitions, financing and investments, which are done by or with Fairfax.

Investing will always be conducted based on a long-term value-oriented philosophy. Cooperation among companies is encouraged to the benefit of Fairfax in total. • Complete and open communication between Fairfax and subsidiaries is an essential requirement at Fairfax. • Share ownership and large incentives are encouraged across the Group. • Fairfax will always be a very small holding company and not an operating company.

Values • Honesty and integrity are essential in all our relationships and will never be compromised. • We are results oriented – not political. • We are team players – no “egos”. A confrontational style is not appropriate. • We value loyalty – to Fairfax and our colleagues. • We are hard working but not at the expense of our families. • We always look at opportunities but emphasize downside protection and look for ways to minimize loss of capital. • We are entrepreneurial. We encourage calculated risk taking. It is all right to fail but we should learn from our mistakes. • We will never bet the company on any project or acquisition. • We believe in having fun - at work!

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24

Fairfax Value Creation – 33 Years

432

28

$0

$100

$200

$300

$400

$500

$600

1985 1989 1993 1997 2001 2005 2009 2013 2017

Book ValueFairfax share price (USD)S&P 500 index

Fairfax book value per share: Fairfax share price (USD):

S&P 500 Index:

Dividends Reinvested

19.5% 18.3% 10.3%

1

18.7% 17.2%

7.8%

33 Year Compound Annual Growth Rate

1 Except for Fairfax book value per share which is the compound annual growth rate including cumulative dividends paid as of December 31, 2018

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25

Investments

Investment Thesis • Decentralized organizational structure where operating Presidents make decisions. • Proper partners are key. • Manage for free cash flow. • Protective of brand and brand loyalty.

Investment Funding • Investments are made using the Fairfax balance sheet. Separate funds are not raised which gives the company the ability to take the long-term view.

Investment Types • Portfolio of publicly traded stocks and bonds. • Controlling interests in public companies: Fairfax Africa, Fairfax India, Cara Restaurants. • Private equity type investments: infrastructure, retail, hard goods, media and advertising. • Debt/equity: growth financing through debt with equity upside via warrants. • Tech: insurance related, digital payments, unmanned aerial vehicle.

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Fairfax Non-Insurance Brands