TO ALL TO WHOM THESE PRESENTS SHALL COME, I ANDREW JONATHAN CLAUDET of the City of London, England NOTARY PUBLIC by royal authority duly admitted, sworn and holding a faculty to practise throughout England and Wales, DO HEREBY CERTIFY the genuineness of the signature subscribed to the written resolutions hereunto annexed for and on behalf of CNA EUROPE HOLDINGS LIMITED, a United Kingdom company duly organised and existing, registered with the Registrar of Companies for England and Wales under number 3526047 (hereinafter "the Company"), such signature having been this day subscribed in my presence by AREOMI OMISORE, duly authorised attorney-in-fact of the Company under and by virtue of a power of attorney dated 29 November 2018 and produced unto me the said notary.

AND THAT the said attorney-in-fact, acting in such capacity, is duly authorised to sign the said resolutions on behalf of the Company.

IN FAITH AND TESTIMONY WHEREOF I the said notary have subscribed my name and set and affixed my seal of office in London, England this seventh day of January in the year two thousand and nineteen.

CNA Insurance Company Limited

(Registered in England & Wales - No. 00000950)

(the Company)

WRITTEN RESOLUTIONS

ORDINARY RESOLUTIONS

Pursuant to Chapter 2 of Part 13 Companies Act 2006 the directors of the Company propose that the following resolutions are passed as ordinary resolutions in accordance with section 282 Companies Act 2006 in relation to the Contribution (such term being defined in the Appendix hereto, whilst any other term used but not defined below shall also have the meaning given to it in the Appendix):

FIRST RESOLUTION

CNA Europe Holdings Limited (the Sole Shareholder) acknowledges (i) that the conditions precedent listed in section 3(a) of the Common Draft Terms have been duly fulfilled and (ii) the effectiveness of the Contribution as of the Effective Date in accordance with the Common Draft Terms, without prejudice to the adjustment mechanism described in the Common Draft Terms and in the Initial Deed.

SECOND RESOLUTION

The Sole Shareholder hereby empowers and authorises any director of the Company and any partner or employee of Norton Rose Fulbright LLP, Norton Rose Fulbright Luxembourg SCS and/or Norton Rose Fulbright Studio Legale (Milan), each one acting individually with power of substitution, to undertake and implement any and all steps and actions and perform any and all documents, notices and instruments that may be required, desirable or appropriate in connection with the Contribution and generally these Written Resolutions.

By Order of the Board

Date: 7 January 2019

INFORMATION REQUIRED TO COMPLY WITH SECTION 291(4) COMPANIES ACT 2006

1 Eligible members are members who would have been entitled to vote on the resolution on the circulation date of the written resolution.

2 The procedure for signifying agreement by an eligible member to the written resolution is as follows:

• A member signifies his agreement to the proposed written resolution when the Company receives from him (or someone acting on his behalf) an authenticated document which both identifies the resolution to which it relates and indicates his agreement to the resolution.

• The document must be sent to the Company in hard copy form or in electronic form in one of the following ways:

• By Hand: Delivering the signed copy to 20 Fenchurch Street, London, EC3M 3BY

• Post: Returning the signed copy by post to CNA Insurance Company Limited, 20 Fenchurch Street, London, EC3M 3BY

• E-mail: By attaching a scanned copy of the signed document to an e-mail and sending it to Virginie Lepage (virginie.lepage@cnahardy.com). Please enter "Written Resolution dated 7 January 2019" in the e-mail subject box,

• A member's agreement to a written resolution, once signified, may not be revoked.

• A written resolution is passed when the required majority of eligible members has signified their agreement to it.

3 The period for agreeing to the written resolution is the period of 28 days beginning with the circulation date (see section 297 Companies Act 2006).

4 In the case of joint holders of shares, only the vote of the senior holder who votes will be counted by the Company. Seniority is determined by the order in which names of the joint holder appear in the Register of Members.

5 If you are signing this document on behalf of a member of the Company under a power of attorney or other authority, please send a copy of the relevant power of attorney or authority when returning this document.

AGREEMENT BY ELIGIBLE MEMBER TO WRITTEN RESOLUTION

I being an eligible member of the Company:

1 Confirm that I have received a copy of the above written resolutions in accordance with section 291 Companies Act 2006; and

2 Hereby resolve and agree that the above resolutions are passed as written resolutions pursuant to section 288 Companies Act 2006 and that such resolutions shall take effect as ordinary resolutions.

For and on behalf of CNA EUROPE HOLDINGS LIMITED:

Areomi Omisore

7 January 2019

Acting by power of

attorney dated 29 November 2018

IN THE PRESENCE OF:

Notary Public London, England

(Andrew J. Claudet)

Appendix

Background to the resolutions

1 The share capital of the Company amounts to one hundred and thirty million, two hundred thousand pounds sterling (£130,200,000), represented by thirteen million, twenty thousand (13,020,000) fully paid-up shares, having a nominal value of ten pounds sterling (£10) each.

2 The Sole Shareholder (i) owns all the shares issued by the Company, and (ii) considers itself duly informed of the contents of the resolutions to be taken and waives, to the extent necessary, any convening notice.

3 The Sole Shareholder approved written sole shareholder resolutions on 3 December 2018 recorded in a notarial deed (the Initial Deed), to be effective as of 00:01 a.m. GMT / 01:01 a.m. CET on 1 January 2019 (the Effective Date).

4 By way of the Initial Deed, the Sole Shareholder approved inter alia the following resolutions:

(a) the Sole Shareholder resolved to acknowledge and approve common draft terms of contribution of certain branches of activities (projet d'apport de branches d'activités) (the Common Draft Terms) pursuant to articles 1040-3 and 1030-1 through 1033-1 (except 1031-16) of the Luxembourg law of 10 August 1915 on commercial companies, as amended (the 1915 Law), dated as of 24 October 2018, published in the Recueil électronique des sociétés et associations (RESA) on 30 October 2018, with publication reference RESA_2018_243.225, and in summary form in The London Gazette on 31 October 2018, describing the terms applicable to the contribution of the Belgian branch, the Danish branch, the French branch, the German branch, the Italian branch and the Dutch branch of the Company, where each such branch ("succursale") constituted a separate and autonomous branch of activities ("branche d'activités") of the Company, to CNA Insurance Company (Europe) S.A. (CICE), whereby the Company, without being dissolved or liquidated, contributed to CICE all the assets and liabilities composing the activities of those branches ("succursales") (such branches of activities, including the assets and liabilities that relate thereto, and as further described in the Common Draft Terms, the Contributed Branches), where such assets and liabilities as were previously allocated to a branch of the Company in a given jurisdiction were allocated to CICE's branch in the same jurisdiction, for consideration consisting of newly issued shares in CICE issued to the Company (the Contribution);

(b) the Sole Shareholder resolved to acknowledge and approve the Contribution; and

(c) the Sole Shareholder resolved to acknowledge that, in accordance with the Common Draft Terms and article 1031-14 of the 1915 Law, the Contribution was to take effect among the Company and CICE on the Effective Date.

The Sole Shareholder approved written sole shareholder resolutions on 5 December 2018 recorded in a supplementary deed (the First Acknowledgment Deed).

By way of the First Acknowledgement Deed, the Sole Shareholder resolved to acknowledge the making of the Court Order sanctioning the Part VII Transfer as referred to in section 3(a)(i) of the Common Draft Terms.

By way of the present written sole shareholder resolutions, the Sole Shareholder intends to acknowledge the effectiveness of the Contribution as of the Effective Date, without prejudice to the adjustment mechanism described in the Common Draft Terms and in the Initial Deed.