Schedule for Policy Number:

Transcription

1 ACE European Group Ltd. Policy Servicing Unit 200 Broomielaw Glasgow G1 4RU tel: fax: Schedule for Policy Number: Item 1. Company: Principal Address: Item 2. Policy Period: From L.S.T. To L.S.T. both days inclusive L.S.T. (Local Standard Time) means the time applicable on the relevant date at the Principal Address Item 3. Limit of Liability 3.1 Directors & Officers Liability Coverage Section Sub-limits applicable to Directors & Officers Liability Coverage Section GBP Indemnifiable Pollution Defence Costs GBP 250,000 outside the USA Tax Extension 10% of the Limit of Liability shown in item 3.1 Crisis Costs GBP 25,000 (iv) Public Relations GBP 100,000 expenses (v) Reputation Protection GBP 150,000 expenses (vi) Foreign Corrupt Practices Act (vii) Deprivation of Assets Extension 3.2 Additional Excess Limit for Non-Indemnifiable Loss USD 100,000 per Insured, subject to an maximum aggregate Limit of USD 1,000,000 GBP 100,000 per Insured, subject to an maximum aggregate Limit of GBP 300,000 Main Board Director Excess Limit in the aggregate for each Main Board Director Main Board Director Excess Limit in the 10% of the Limit of Liability shown in item % of the Limit of Liability shown in item 3.1

2 ACE European Group Ltd. Policy Servicing Unit 200 Broomielaw Glasgow G1 4RU tel: fax: Schedule for Policy Number: aggregate for all Main Board Directors 3.3 Corporate Legal Liability Coverage Section 50% of the Limit of Liability shown in item 3.1 Sub-limits applicable to Corporate Legal Liability Coverage Section Legal Representation expenses 10% of the Limit of Liability shown in item 3.3 Specific Public Relation GBP 25,000 expenses Breach of Contract Defence Costs GBP 100,000 (iv) Pollution Defence GBP 100,000 Costs (v) Bodily Injury Property Damage Costs GBP 50,000 (vi) Identity Theft Cover 10% of the Limit of Liability shown in item 3.3 (vii) Court Attendance Costs GBP 20,000 (viii) Pension Administration cover Section 3.4 Corporate Employment Practices Liability: GBP 100,000 50% of the Limit Liability shown in item 3.1 Contractual Liability 10% of the Limit of Liability shown in item 3.4 Section 3.5 Employee Dishonesty GBP 75,000 Section 3.6 Kidnap & Extortion GBP 25,000 Item 4. Retention: 4.1 Directors & Officers Liability Coverage Section Insuring Agreement A: Nil Insuring Agreement B and indemnifiable Loss Claims falling under the jurisdiction of the courts in the United States of America or settled by compromise in the United States of America:

3 ACE European Group Ltd. Policy Servicing Unit 200 Broomielaw Glasgow G1 4RU tel: fax: Schedule for Policy Number: (a) alleging violation of any of the provisions of the Securities Act 1933, the Securities Exchange Act 1934 or any similar federal or state law or any USD N/A common law relating thereto: (b) alleging an USD Nil Employment Related Wrongful Act: (c) for all other Claims: USD Nil Claims falling anywhere in the world other than the United States of America: (a) alleging violation of any securities laws or provisions common or GBP N/A statutory (b) alleging an Employment Related GBP Nil Wrongful Act: (c) for all other Claims: GBP Nil Insuring Agreement C: Investigations falling under the jurisdiction of the courts in the United States of America or settled by compromise in the United States of America USD Nil Investigations falling anywhere in the world other than the United States of GBP Nil America: 4.2 Corporate Legal Liability Coverage Section Insuring Agreement D: Claims falling under the jurisdiction of the courts in the United States of America or settled by compromise in the United States of America: USD Nil Claims falling anywhere in the world other than under the jurisdiction of the courts in the United States of America or settled by compromise in the United States of America GBP Nil Insuring Agreement E: GBP Nil Insuring Agreement F: GBP Nil

4 ACE European Group Ltd. Policy Servicing Unit 200 Broomielaw Glasgow G1 4RU tel: fax: Schedule for Policy Number: 4.3 Corporate Employment Practices Liability Coverage Section Claims falling anywhere in the world other than under the jurisdiction of the courts in the United States of America or settled by compromise in the United States of America GBP 2, Employee Dishonesty Coverage Section 4.8 Insuring Agreement H: For all Claims GBP 2,500 Item Kidnap & Extortion Coverage Section 4.9 Insuring Agreement I: For all Claims GBP 5,000 Retroactive Date: Item 6. Pending or Prior Litigation Date: Item 7. Acquisition Limit: 20% Item 8. Securities placement/offering limit: Item 9. Premium (Excluding Taxes): GBP Taxes: GBP Total Amount Payable: GBP shares not registered on any exchange in the United States of America debt or notes not registered on any exchange in the United States of America: GBP Nil GBP Nil Item 10(a). Discovery Period 12 months Premium: 100% of the Annual Premium in Item 9 of the schedule Item 10(b). Discovery Period 12 months POLICY FORM REFERENCE Premium: ACE Elite Plus SME Giles 100% of the Annual Premium in Item 9 of the schedule

5 ACE European Group Ltd. Policy Servicing Unit 200 Broomielaw Glasgow G1 4RU tel: fax: Schedule for Policy Number: Signed on behalf of ACE European Group Ltd. Andrew Kendrick Chairman and Chief Executive Officer Countersigned

6 Management & Corporate Liability Blended Insurance Policy ACE Elite Plus Management & Corporate Liability Blended Insurance Policy (ACE Elite Plus SME Giles) Legal Advice Tel Arranged by Tel ac

7 Table of Contents Page Section 1 Terms Applicable to All Sections of the Policy General Definitions Conditions...4 Section 2 Directors & Officers Liability Coverage Section Insuring Agreement Extensions Definitions Exclusions Conditions Discovery Period...20 Section 3 Corporate Legal Liability Coverage Section Insuring Agreement Extensions Definitions Exclusions Conditions Discovery Period...27 Section 4 Corporate Employment Practices Liability Coverage Insuring Agreement Definitions Exclusions Conditions: Discovery Period...34 Section 5 Employee Dishonesty Coverage Section Insuring Agreement Definitions Exclusions Conditions Discovery Period...38 Section 6 Kidnap and Extortion Loss Coverage Section Insuring Agreement Definitions Exclusions Conditions...44 Data Protection...46 Complaints Procedure...47 Financial Services Authority...48

8 ACE European Group Ltd tel ACE Building fax 100 Leadenhall Street, London, EC3A 3BP ACE European Group Limited is authorised and regulated by the Financial Services Authority ACE Elite Plus CLAIMS MADE POLICY Section 1 Terms Applicable to All Sections of the Policy 1.1 General The provisions of this Section apply to all Coverage Sections of this Policy. Words and expressions defined for the purposes of the Policy are given initial capital letters. Use of the singular includes the plural according to the context. The headings used in this Policy are for ease of reference only and shall not affect the construction of or be taken into consideration in interpreting any part of this Policy. 1.2 Definitions Direct Financial Loss is as defined in Coverage Section Director or Officer means a director or officer of the Company including the equivalent position in any other jurisdiction and a de facto director Company means the company shown in Item 1 of the schedule and any Subsidiary or in the event of a bankruptcy proceeding the resulting debtor-in-possession or functional equivalent in any other jurisdiction Employee means a natural person who: (a) (b) (c) is in the regular service of the Company in the ordinary course of its business, whether temporary, permanent, full-time, part-time or seasonal; is governed by, directed by and reports directly to, the Company in the performance of such service; and is compensated by the Company through salary, wages or commissions. Employee does not include any person who is not on the Company s payroll. For the purpose of Section 1 and Coverage Sections 2, 3, 4 and 6 Employee also includes a natural person who is an Executive, but such person shall only be an Employee at such times when that person is performing acts within the scope of the usual duties of an Employee. For the purpose of Insuring Section 5 Employee does not include a natural person who is an Executive For the purpose of Coverage Sections 2, 3 and 4 only: Employment Related Wrongful Act means any actual or alleged violation of employment laws or any other legal provisions relating to ACE Elite Plus SME Giles 1

9 any individual s actual or prospective employment relationship with the Company Executive means a natural person who is: (a) (b) a duly elected officer or appointed member of the board of directors, board of trustees or equivalent governing board of the Company; or an in-house general counsel of the Company. Executive does not include external auditors of the Company and does not include any liquidator, receiver, administrator, supervisor or other insolvency office-holder of the Company or of the Company s assets For the purpose of Coverage Section 2: Insured means the Company and/or an Insured Person. For the purposes of Coverage Sections 3, 4,5 and 6: Insured means the Company Insured Person means a natural person who was, now is or becomes during the Policy Period: (iv) (v) (vi) (vii) (ix) a Director or Officer; a Shadow Director; an Employee; the estate, heir or legal representative of a deceased Director or Officer or Employee; the legal representative of a Director or Officer or Employee in the event of the incapacity, insolvency or bankruptcy of such Director or Officer or Employee; all approved persons of the Company who perform controlled functions as specified under s59 of the Financial Services and Markets Act 2000, from time to time; a prospective director in any listing particulars or prospectus issued by the Company; (viii) a senior accounting officer as defined under the Finance Act 2009; management committee member, member of a Supervisory or Management Board, but only when and to the extent that such Insured Person is acting for and on behalf of the Company in any of the capacities referred to above. (x) any lawful spouse or domestic partner of a Director or Officer or Employee, but only where the Claim results from the Wrongful Act of such Director or Officer or Employee and only when and to the extent that such Director or Officer or Employee is acting for and on behalf of the Company in that capacity. Insured Person does not include an external auditor Insurer means ACE EUROPEAN GROUP LTD Limit of Liability means the amount stated in Item 3 of the Schedule For the purpose of this Section 1, Loss means Loss as defined within the Coverage Section under which the claim is made by the Insured. ACE Elite Plus SME Giles 2

10 For the purpose of Coverage Sections 2, 3 and 4 only, Outside Entity means: (a) (b) any entity which is not a Subsidiary and has no Securities traded on any exchange unless such entity is listed by endorsement to this Coverage Section; or any Not-for-profit Entity Policy means this policy and any endorsement thereto For the purpose of Coverage Sections 2 and 3 only, Pollutant means any contaminant, irritant or other matter or substance including but not limited to oil, smoke, vapour, soot, asbestos, asbestos-containing materials, fumes, acids, alkalis, nuclear or radioactive material, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed For the purpose of Coverage Sections 2 and 3 only, Pollution means the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of any Pollutant whether in a solid, liquid, gas, odour, noise, vibration, electromagnetic radiation, ionising radiation, thermal or other form at any time Policy Period means the period of time shown in Item 2 of the Schedule of this Policy Proposal means the proposal form submitted by the Insured in applying for this Policy and all information and documentation accompanying it Securities means any equity or debt instrument issued by the Company Subsidiary means any entity in which the Company directly or indirectly: (a) (b) (c) (d) controls a majority of the voting rights; or controls the right to appoint or remove a majority of its board of Directors; or holds more than half of the issued share capital; or any joint venture or entity over which the Company in Item 1 of the Schedule directly or indirectly exercises effective management control. The Insurer shall only be liable for Loss in respect of Wrongful Acts or conduct or for Direct Financial Loss which is first Discovered (as defined in Coverage Section 5), first sustained and first notified to the Insurer whilst an entity is a Subsidiary. Subsidiary excludes any entity which has all or any part of its Securities listed on any stock exchange Transaction means any one of the following events: the company shown in Item 1 of the Schedule merges with or consolidates into any other entity; or the company shown in Item 1 of the Schedule sells all or more than 90% of its assets to any person or entity or persons or entities acting in concert; or ACE Elite Plus SME Giles 3

11 (iv) 1.3 Conditions Limit of Liability Retention Other Insurance any person or entity or person or entities acting in conert acquire more than 50% of the issued share capital of the company shown in Item 1 of the Schedule; or any person or entity or persons or entities acting in concert acquire control of the appointment of the majority of directors of the company shown in Item 1 of the Schedule. The amounts shown in Item 3 of the Schedule are separate Limits of Liability for each Coverage Section of this Policy. A payment under one Section of this Policy shall not reduce the Insurer s Limit of Liability under another Coverage Section of the Policy. Any sub-limit specified in each Coverage Section shall be the Insurer s maximum aggregate liability under such sub-limit irrespective of the number of claims under such Coverage Section, the amount claimed or the number of Insureds who claim. Any sub-limit shall be part of and not in addition to the Limit of Liability specified in the relevant Coverage Section and Item 3 of the Schedule. For each claim under this Policy the Insurer shall only be liable for the amount of Loss arising from a Claim or Investigation or Direct Financial Loss which is in excess of the retention amount which applies to the relevant Coverage Section shown in Item 4 of the Schedule. The retentions shall be paid by the Insured and the Insurer shall have no obligation to pay any amount within such retentions. The application of the retention under one Coverage Section of this Policy shall not reduce the retention under any other Coverage Section. If an Insured is or would (but for the existence of this Policy) be entitled to cover under any other policy (save for insurance specifically arranged to apply in excess of this Policy), including but not limited to General Liability, Environmental Liability or Product Liability, in respect of any Claim or Investigation or Direct Financial Loss, the Insurer shall not be liable for Loss or Direct Financial Loss under this Policy other than in excess of any amount that is or would (but for the existence of this Policy) have been payable under any other such policy Subrogation In the event the Insurer makes any payment under this Policy, the Insurer shall be subrogated to all of the Insured s rights of recovery, and the Insured shall co-operate with the Insurer in securing such rights. The Insured shall not do anything to prejudice the Insurer s ability to assert such rights. The Insurer shall not exercise any rights of subrogation against an Insured Person unless it is established that such Insured Person has ACE Elite Plus SME Giles 4

12 committed a deliberate criminal act or obtained any profit or advantage to which such Insured was not legally entitled Authorisation The Company shown in Item 1 of the Schedule hereby agrees to act on behalf of all Insureds with respect to this Policy Non-assignment No change in, modification of, or assignment of interest under this Policy shall be effective unless agreed in writing by the Insurer Policy Interpretation This Policy shall be governed by English law, and any dispute regarding the interpretation of this Policy shall be subject to the exclusive jurisdiction of the courts of England and Wales Contracts (Rights of Third Parties) Act 1999 No person other than an Insured shall have any rights under this Policy whether pursuant to the Contracts (Rights of Third Parties) Act 1999, or otherwise Severability With respect to any Insured Person, the Proposal shall be construed as a separate proposal by each Insured Person and with respect to statements and particulars in the Proposal no statements made or information possessed by the Company or any one Insured Person shall be imputed to any other Insured Person to determine whether cover is available for that other Insured Person. With respects to the Company, only statements made (whether in the Proposal or otherwise) and information possessed by any Finance Director, Chief Executive, Managing Director or Chairman of the Company or any other person who is authorised by the Company to make statements or complete the Proposal shall be imputed to the Company for the purposes of determining cover under this Policy. In addition, any statements made (whether in the Proposal or otherwise) and information possessed by any Insured Person who is the subject of the claim under this Policy shall also be imputed to the Company for the sole purposes of determining if cover is available for indemnifiable Loss with respect to such Insured Person. The Insurer irrevocably waives any right it may have to rescind or avoid this Policy, or any severable part of it, on the grounds of innocent or negligent non-disclosure or innocent or negligent misrepresentation Continuous Cover If a Claim, Investigation or circumstance are notified during the Policy Period, the Company in Item 1 of the Schedule may elect to have such Claim, Investigation or circumstance adjusted according to the terms of the Directors and Officers liability policy immediately preceding this Policy, on condition that such election is made in writing to the Insurer within 30 days after notice of the Claim, Investigation or circumstance was given. ACE Elite Plus SME Giles 5

13 Notwithstanding the above, the Limit of Liability shown in Item 3.1 of the Schedule shall remain the Insurers maximum aggregate liability irrespective of which policy s terms are applied. ACE Elite Plus SME Giles 6

14 Section 2 Directors & Officers Liability Coverage Section In consideration of the payment of the premium subject to all terms, conditions and limitations of this Policy the Insurer agrees with the Insured as follows: 2.1 Insuring Agreement A. The Insurer will pay on behalf of the Insured Person all Loss resulting from a Claim first made during the Policy Period against an Insured Person except where the Company has paid such Loss. B. The Insurer will pay on behalf of the Company all Loss resulting from a Claim first made during the Policy Period against an Insured Person where the Company has paid or agreed to pay such Loss. C. The Insurer will pay all Legal Representation Expenses in respect of an Investigation: 2.2 Extensions on behalf of the Insured Person; and paid by the Company on behalf of the Insured Person. With the exception of clause the following Extensions apply only to Loss resulting from a Claim first made during the Policy Period or Legal Representation Expenses in respect of an Investigation Additional Excess Limit for Non-Indemnifiable Loss Subject to the Aggregate Excess Limit in Item 3.2 of the Schedule, the Insurer will pay to or on behalf of each director of the company in Item 1 of the Schedule, Non-Indemnifiable Loss up to the Individual Additional Excess Limit in Item 3.2 of the Schedule provided that: (iv) the Limit of Liability; and any other directors and officers liability policy which covers any part of that Loss; and all other indemnification available to any director of the company in Item 1 of the Schedule, has been exhausted. The Individual Additional Excess Limit in Item 3.2 of the Schedule is part of and not in addition to the Aggregate Excess Limit in Item 3.2 of the Schedule. The Aggregate Excess Limit in Item 3.2 of the Schedule is the Insurer s maximum aggregate liability for all Loss under this Extension for all directors irrespective of the number of claims under this Coverage Section, the amount claimed or the number of directors who claim. The Aggregate Excess Limit in Item 3.2 of the Schedule is in addition to, and not part of, the Limit of Liability Subsidiaries If during the Policy Period the Company acquires an entity so that it becomes a Subsidiary that: (a) (b) has total assets less than the Acquisition Limit referred to in Item 7 of the Schedule; and has no listing of any of its Securities on any stock exchange; ACE Elite Plus SME Giles 7

15 then this Coverage Section shall automatically extend to include such Subsidiary without notice to the Insurer or additional premium being payable, but only in respect of Wrongful Acts or conduct after such entity becomes a Subsidiary. Any Subsidiary acquired during the Policy Period and not covered in item above shall automatically be covered under this Coverage Section for a period of 45 days from the date of acquisition but only in respect of Wrongful Acts or conduct after such entity becomes a Subsidiary. With the written agreement of the Insurer and subject to any additional premium, amended terms and conditions, this Coverage Section may be extended to include such Subsidiary beyond 45 days, but only in respect of Wrongful Acts or conduct after such entity becomes a Subsidiary. If the Company effects a sale or dissolution of a Subsidiary, this Coverage Section shall continue to include such Subsidiary but only for Wrongful Acts or conduct prior to the effective date of sale or dissolution Emergency Defence Costs and Legal Representation Expenses If it is not possible for the Insured Person to obtain the Insurer s consent prior to the incurring of Defence Costs, Legal Representation Expenses, Bail Bond Costs or Public Relation Expenses the Insurer will give retrospective consent as long as the Insurer s consent is sought within twenty eight days of the first of such Defence Costs, Legal Representation Expenses, Bail Bond Costs or Public Relations Expenses being incurred. The sub-limit of liability for all payments under this Extension is 10% of the Limit of Liability or sub-limit of liability as applicable Retired Director or Officer Cover Provided a Transaction has not taken place and this Policy is not renewed or replaced with any other policy affording directors and officers liability cover, then this Coverage Section shall extend to include as an Insured Person, any Retired Director or Officer for an unlimited period following the date of such non-renewal, in respect of Claims made or Investigations commenced against such persons, but only for Wrongful Acts committed or conduct undertaken prior to them ceasing to act as an Insured Person Takeovers and Mergers Run-off In the event of a Transaction taking place, the Insurer may extend this Coverage Section to include Claims first made or Investigations first commenced against an Insured Person for a Wrongful Act or conduct occurring prior to the effective date of the Transaction within a period of 120 months from the expiry date of the Policy Period. Such extension is subject to additional terms, conditions, and premium as the Insurer may require Outside Directorship Extension This Coverage Section shall extend to include an Insured Person who at the specific request of the Company is a director, officer, trustee, governor or equivalent of any Outside Entity in their capacity as such. ACE Elite Plus SME Giles 8

16 Cover under this Extension shall be excess of any indemnification provided by the Outside Entity and any valid and collectible directors and officers liability insurance in respect of the Outside Entity. If the Outside Entity s directors and officers liability Insurance is provided by the Insurer or any member of the ACE group of companies, then the total aggregate Limit of Liability for all Loss covered by virtue of this extension shall be reduced by the amount paid to any Insured Person under such policy Management Buy-outs In the event of a Subsidiary of the Company ceasing to be owned by the Company as a result of a buy-out by existing management the Insurer agrees to maintain this Policy in respect of such Subsidiary for a period of 30 days from the date of the buy-out for Wrongful Acts committed subsequent to the buy-out. This Extension shall not apply in circumstances where there is other insurance in force which provides cover in respect of such Wrongful Acts Tax Extension This Coverage Section shall extend to include an Insured Person s Loss arising from their personal liability for unpaid taxes where the Company has become insolvent except to the extent that such liability arises from the wilful intent of the Insured Person to breach any statutory duty governing the payment of taxes. The sub-limit of liability for all payments under this Extension is the sublimit specified in Item 3.1 of the Schedule Bail Bond Costs, Crisis Costs, Public Relations Expenses & Reputation Protection Expenses This Coverage Section is extended to include: (iv) Bail Bond Costs; Crisis Costs; Public Relations Expenses; Reputation Protection Expenses Extradition Proceedings This Coverage Section is extended to include: (iv) (v) Defence Costs; Bail Bond Costs; Crisis Costs; Public Relations Expenses; Reputation Protection Expenses; in relation to Extradition Proceedings Prosecution Costs Extension This Coverage Section is extended to include Prosecution Costs arising from a Claim or Investigation Civil Fines & Penalties ACE Elite Plus SME Giles 9

17 This Coverage Section is extended to include civil fines and penalties imposed by law, including but not limited to civil fines and penalties imposed pursuant to the Bribery Act 2010, Foreign Corrupt Practices Act United States or any similar legislation in any other jurisdiction, unless deemed uninsurable under the law governing this Policy. The sub-limit of liability for all civil fines and penalties imposed pursuant to Foreign Corrupt Practices Act (United States) is the sub-limit specified in Item 3.1(vi) of the Schedule Occupational Health and Safety Extension Notwithstanding Exclusion this Coverage Section extends to include all Defence Costs and Legal Representation Expenses arising from any Claim or Investigation alleging involuntary manslaughter, constructive manslaughter or gross negligence manslaughter or a breach of Health and Safety at Work Act 1974 legislation or any similar legislation in any other jurisdiction Deprivation of Assets Extension This Coverage Section extends to include Deprivation of Assets Expenses arising from a Claim or Investigation. The sub-limit of liability for all Deprivation of Assets is the sub-limit specified in Item 3.1(vii) of the Schedule Automatic Reinstatement In the event that the aggregate Limit of Liability, as specified in Item 3.1 of the Schedule is exhausted by the payment of Loss, the Insurer agrees that such Limit of Liability shall either be automatically reinstated three times or to a maximum total limit in the aggregate of GBP 20,000,000 whichever is the lesser subject to the following: (iv) (v) (vi) such reinstatements shall be limited in total to an amount equal to the aggregate Limit of Liability shown in Item 3.1 of the Schedule; and such reinstatements shall only apply after the total limit of liability available under any policy or policies providing coverage in excess of or in addition to this insurance are exhausted by the payment of Loss; and notwithstanding such reinstatement, this Coverage Section shall be subject to an each claim limit of liability as set out in Item 3.1 of the Schedule; and where such reinstatement is granted, ACE s maximum aggregate Limit of Liability under this Coverage Section for all Loss arising from all Claims and all Legal Representation Expenses arising from all Investigations, whether against one or any number of Insured Persons, shall be the amount in Item 3.1 of the Schedule, plus the amount of the reinstatement provided under this Extension ; and the limit so reinstated shall not apply in relation to any Claim or Investigation which is related or attributable to the one source or originating or underlying cause as any matter which has contributed to the exhaustion. the GBP 20,000,000 total Limit in the aggregate referred to above includes the aggregate Limit of Liability specified in item 3.1 of ACE Elite Plus SME Giles 10

18 the Schedule and any reinstatements or partial reinstatements and is subject to to (iv) above Pre-Investigation Costs This Coverage Section shall extend to pay the reasonable and necessary fees, costs and expenses of each Insured Person (but not including any remuneration of any Insured Person) incurred directly with respect to: any Pre-Investigation; and 2.3 Definitions preparing any written notice or reports to any official body in connection with any Pre- Investigation Bail Bond Costs means the reasonable premium (not including any collateral) for a bond or other financial instrument to guarantee an Insured Person s contingent obligation for bail or equivalent in any jurisdiction required by a court in respect of any Claim. The sub-limit of liability for Bail Bond Costs is 10% of the Limit of Liability Claim means any written demand for civil compensation or damages or an assertion of a legal right; or any civil or arbitral proceeding; or any criminal prosecution; or (iv) any formal administrative or regulatory proceeding; or (v) a written request to waive or toll a statute of limitations, made during the Policy Period or Discovery Period, if applicable, against an Insured Person, alleging a Wrongful Act. (vi) any Extradition Proceeding; or (vii) any Pre-Investigation Crisis Costs means any reasonable professional fees, costs or expenses of any accredited: psychologist, psychiatrist or other equivalent medical or health counsellor; or tax advisor, retained by an Insured Person with the Insurer s prior written consent (which shall not be unreasonably withheld or delayed), arising from any Claim. The sub-limit of liability for Crisis Costs is the sub-limit specified in Item 3.1 of the Schedule Defence Costs means reasonable legal and other professional fees, costs and expenses incurred by an Insured Person (including the cost of an appeal bond but without the obligation to apply for and furnish any such bond) with the prior written consent of the Insurer, not to be unreasonably withheld or delayed, that are necessary to defend or appeal a Claim Deprivation of Assets Expenses shall mean the payment of the following services directly to the provider of such services in the event of an interim or interlocutory order confiscating, controlling, suspending or freezing rights of ownership of real property or personal assets of an ACE Elite Plus SME Giles 11

19 Insured Person or creating a charge over real property or personal assets of the Insured Person during the Policy Period: (iv) Schooling; Housing; Utilities; Personal Insurances. Such expenses will only be payable provided that a personal allowance has been directed by the court to meet such payments and such personal allowance has been exhausted. Such expenses will be payable after 30 days following the event above for a period of up to 12 months Discovery Period means the periods in Item 10 of the Schedule from the date on which the Policy Period expires Extradition Proceeding means: a request for extradition of an Insured Person, a warrant for arrest in respect of an Insured Person or other proceedings under the provisions of the United Kingdom Extradition Act 2003; or any associated appeals, including but not limited to, to the European Court of Human Rights and the pursuit of judicial review proceedings against the decision of the Secretary of State or other appropriately authorised representative of the United Kingdom Government to issue an extradition certificate under the United Kingdom Extradition Act 2003; or the equivalent of the above in any other jurisdiction. A Wrongful Act is not required for cover for an Extradition Proceeding Investigation means a formal or official investigation, examination or inquiry into the Company or an Insured Person in their capacity as such Insured Person at which the attendance of the Insured Person is first required or requested in writing by the investigating body during the Policy Period or Discovery Period Legal Representation Expenses means the reasonable legal costs or related professional fees incurred by or on behalf of an Insured Person with the prior written consent of the Insurer, not to be unreasonably withheld or delayed, directly in connection with an Insured Person cooperating with an Investigation Limit of Liability means the amount set out in Item 3.1 of the Schedule Loss means all amounts which an Insured Person is legally and personally obligated to pay including but not limited to: (iv) (v) (vi) any damages awarded, judgments entered, settlements reached including plaintiff s legal costs; Defence Costs; Legal Representation Expenses; Bail Bond Costs; Crisis Costs; Deprivation of Assets Expenses; ACE Elite Plus SME Giles 12

20 (vii) (viii) (ix) (x) Prosecution Costs; Public Relations Expenses; Reputation Protection Expenses; aggravated, punitive and exemplary damages where insurable by law the enforceability of which is governed by the applicable law which most favours cover for punitive and exemplary damages. (xi) civil fines and penalties; (xii) Pre-Investigation Costs. Loss does not include: (a) criminal fines or penalties; or (b) taxes or sums payable in relation to taxes except as provided under Extension 2.2.8; or (c) any costs or expenses incurred in testing for, monitoring, cleaning up, removing, containing, treating, neutralising, detoxifying or assessing the effects of Pollution or restoring natural resources or property to their original state; or (d) any remuneration of any Director or Officer or Employee of the Company Non-Indemnifiable Loss means Loss where a Company is unable to indemnify an Insured Person due to: legal prohibition; or a prohibition in the Articles of Association, charter, bylaws, contract or similar documents of such Company; or insolvency under section 123 of the Insolvency Act 1986 or the equivalent law in any other jurisdiction Not-for-profit Entity means a registered charity or a trade association or other non-profit organisation in the United Kingdom or the equivalent in any other jurisdiction Pre-Investigation means: raid or on-site visit to any Company by regulator, established under statute, first occurring during the Policy Period that involves the production, review, copying or confiscation of records or interviews of any Insured Person; or formal notification by the Company or an Insured Person to any regulator, established under statute, first given during the Policy Period, where the Company or an Insured Person reasonably considers that a material breach of the Company s or an Insured Person s legal or regulatory duty has occurred; or an internal inquiry conducted by the Company if and to the extent such an inquiry is requested by such regulator, following a formal notification given in above Prosecution Costs means the legal and other professional fees, costs and expenses, incurred by an Insured Person with the prior written consent of the Insurer (which shall not be unreasonably delayed or withheld) to bring legal proceedings to obtain the discharge or revocation of: ACE Elite Plus SME Giles 13

21 an order disqualifying an Insured Person from holding office as a company director; or an interim or interlocutory order: (a) (b) confiscating, controlling, suspending or freezing rights of ownership of real property or personal assets of such Insured Person; or a charge over real property or personal assets of the Insured Person; or an order of a court imposing a restriction of the Insured Person s liberty; or (iv) the deportation of an Insured Person following revocation of otherwise proper, current and valid immigration status for any reason other than the Insured Person s conviction for a crime Public Relations Expenses means the reasonable fees and related expenses of a public relations firm or consultant, crisis management firm or law firm, which an Insured Person may, in the reasonable exercise of its discretion, engage with the written consent of the Insurer, not to be unreasonably withheld or delayed, in order to prevent or limit adverse effects or negative publicity which it is anticipated may arise from any Claim or Investigation. The sub-limit of liability for all Public Relations Expenses is the sub-limit specified in Item 3.1(iv) of the Schedule Reputation Protection Expenses means the reasonable fees and related expenses of a public relations firm or consultant which an Insured Person may engage in order to disseminate the findings of a final adjudication in favour of the Insured Person, arising from a Claim. Such fees and expenses shall only be incurred with the written consent of the Insurer, not to be unreasonably withheld or delayed. The sublimit of liability for all Reputation Protection Expenses is the sub-limit specified in Item 3.1(v) of the Schedule Retired Director or Officer means any Insured Person (other than one who has been disqualified from holding office as a company director) who has voluntarily ceased to act in the capacity of an Insured Person during the Policy Period Shadow Director means a Director or Officer or Employee of the Company acting as a shadow director as defined in Section 251 of the Companies Act 2006 or equivalent legislation in any other jurisdiction, of any entity other than the Company Wrongful Act means any actual or alleged, breach of trust, error, omission, misstatement, misleading statement, neglect or breach of duty or any other matter claimed against an Insured Person whilst acting in the capacity of an Insured Person, including any violation of the Companies Act 2006 or any equivalent law, rule or regulation in any other jurisdiction, and an Employment Related Wrongful Act. 2.4 Exclusions The Insurer shall not be liable to make any payment for Loss in connection with any Claim or Investigation or for any other payment under this Coverage Section : Conduct Exclusion based on, arising from or attributable to: ACE Elite Plus SME Giles 14

22 any dishonest or fraudulent act or omission of the Insured Person or an intentional breach of the law by the Insured Person; or any personal profit or advantage gained by the Insured Person to which such Insured Person was not legally entitled, provided that this exclusion shall only apply if it is established through a judgment or any other final adjudication (including any appeal thereof) that the relevant conduct occurred; Pending or Prior Litigation Exclusion based on, arising from or attributable to any pending or prior litigation or other proceedings (including but not limited to civil, criminal, regulatory and administrative proceedings or investigations) involving the Company, an Outside Entity or an Insured Person and issued or otherwise begun before the date shown at Item 6 of the Schedule or alleging or derived from the same or substantially the same facts or circumstances alleged in the pending or prior litigation or proceedings; Notice Under a Previous Policy Exclusion based on, arising from or attributable to any Wrongful Act or act or a series of related Wrongful Acts or acts alleged in any Claim, circumstance or any Investigation of which notice has been given under any policy existing or expired before or on the inception date of this Policy; Company versus Insured Exclusion based on, arising from or attributable to any Claim brought or maintained by or on behalf of the Company or Outside Entity in the United States of America or its territories, except: (iv) any Claim against any Insured Person for contribution or indemnity if such Claim directly results from another Claim that would otherwise be covered under this Policy; or: any shareholder derivative action brought or maintained on behalf of the Company or Outside Entity without the solicitation or participation of an Insured or Outside Entity unless legally compelled to do so; or any Claim against any Insured Person brought or maintained by a liquidator, receiver or administrative receiver, or similar person under the laws of any other jurisdiction; or Defence Costs Public Offering Exclusion based on, arising from or attributable to any public offering of any Securities during the Policy Period; Bodily Injury / Property Damage Exclusion for bodily injury, mental illness, emotional distress, injury to feelings, sickness, disease or death of any person; or for damage to or destruction of any tangible property including loss of use of such property; provided that the above shall not apply to: (a) Non-Indemnifiable Loss; or ACE Elite Plus SME Giles 15

23 (b) emotional distress and/or injury to feelings resulting from an Employment Related Wrongful Act. For the purposes of determining the applicability of any Exclusion the Wrongful Act or conduct of an Insured Person shall not be imputed to any other Insured Person. 2.5 Conditions Limit of Liability Interrelated Claims The amount shown in Item 3.1 of the Schedule is the Insurer s maximum aggregate liability under this section of the Coverage Section, except cover under Extensions & , irrespective of the number of claims under this Coverage Section, the amount claimed, the number of Insured Persons who claim, or when such claims are made under this Coverage Section. Any sub-limit specified in this Coverage Section shall be the Insurer s maximum aggregate liability under such sub-limit irrespective of the number of claims under this Coverage Section, the amount claimed or the number of Insured Persons who claim. Any sub-limit shall be part of and not in addition to the Limit of Liability shown in Item 3.1 of the Schedule. If a single Wrongful Act or act or a series of Wrongful Acts or acts which are attributable to the one originating source or underlying cause give rise to a claim under this Coverage Section or any other policy or coverage section of which this Policy is a successor, then all claims arising out of such similar or related Wrongful Acts or acts attributable to the same originating source or underlying cause shall be treated as a single claim and shall attach to the earliest policy or coverage section where notice is first given Retention (iv) (v) For each claim under this Coverage Section the Insurer shall only be liable for the amount of Loss arising from a Claim or Investigation which is in excess of the retention amount shown in Item 4.1 of the Schedule. If a single Wrongful Act or act or a series of Wrongful Acts or acts which are attributable to the one originating source or underlying cause give rise to a claim under this Coverage Section then all claims arising out of Wrongful Acts or acts attributable to the same originating source or underlying cause shall be treated as a single claim and a single retention shall apply to such claims. The retention shown in Item 4.1 of the Schedule shall not apply to a Non-Indemnifiable Loss. If the Company fails to indemnify an Insured Person other than for Non-Indemnifiable Loss then subject to all other terms and conditions of this Coverage Section the Insurer shall pay the retention and the Company shall pay the amount of the retention to the Insurer. In the event an Insured Person is required pursuant to Sections 234(3) and 205 of the Companies Act 2006 to repay sums ACE Elite Plus SME Giles 16

24 advanced to them by the Company that would otherwise have been covered under Insuring Agreement 2.1.A, the Company and such Insured Person agree that: (a) (b) (c) (d) Conduct of Proceedings (iv) (v) such sums shall be deemed to be Non-Indemnifiable Loss; the total amount paid by the Insurer to the Company under Insuring Agreement 2.1.B and the amount of the applicable retention shall be deemed to have been paid by the Insurer to the Insured Person under Insuring Agreement 2.1.A; the Insurer shall pay the amount of the applicable retention to the Company; and both the Company and Insured Person shall thereby be mutually released from any obligation pursuant to Sections 234(3) and 205 of the Companies Act 2006 in respect of the amounts stated in sub-paragraph above. Other than a Claim falling within clause 2.5.4, it is the duty of the Insured, not the Insurer, to defend any Claim or Investigation against them notified under this Coverage Section. The Insurer, however, will have the right to effectively associate with any Insured in respect of any Claim or Investigation. The Insurer will accept as reasonable and necessary the retention of separate legal representation to the extent required by a material conflict of interest between Insured s. The Insurer shall have the right to defend any Claim brought against an Insured Person by or on behalf of any: (a) (b) Company; or Outside Entity, unless such Claim is: (a) (b) (c) for contribution or indemnity if such Claim directly results from another Claim that would otherwise be covered under this Coverage Section ; or a shareholder derivative action brought or maintained on behalf of the Company or Outside Entity without the solicitation or participation of an Insured Person, Company or Outside Entity unless legally compelled to do so; or brought or maintained by a liquidator, receiver or administrative receiver, or similar person under the laws of any other jurisdiction. With respect to such Claims the Insurer shall have no duty or obligation to communicate with any other Insured in relation to such Claim. The Insured shall not do anything which could prejudice the Insurer in respect of a claim made under this Coverage Section. The Insured must not make any admission of liability in respect of, or agree to settle, any Claim or Investigation or incur any Loss, without the prior written consent of the Insurer (which shall not be unreasonably withheld or delayed). ACE Elite Plus SME Giles 17

25 (vi) (vii) The Insured must give the Insurer and any representatives appointed by the Insurer all information they reasonably require, and fully co-operate and assist in the conduct of any investigation into any claim under this Coverage Section. If there is a dispute between the Insurer and the Insured about whether to agree to a proposed settlement or about whether a Claim should continue to be defended (taking into account whether the Claim is likely on the balance of probabilities to be defended and such possibilities as may exist for settling the Claim), the Insurer may obtain an opinion from a Queen s Counsel or equivalent in a different jurisdiction to decide the issue. That decision shall be binding upon the Insurer and the Insured who shall act accordingly in relation to the proposed settlement or in continuing or not continuing to defend the action as the case may be Notification of Claims, Investigations and Reporting Circumstances It is a condition precedent to the Insurer s liability to make any payment in respect of a Claim to which clause is applicable, that the Company or the Insured Person gives written notice to the Insurer of such Claim as soon as practicable. For all other claims under this Coverage Section the Company or the Insured Person shall give written notice to the Insurer as soon as practicable but this shall not be a condition precedent. In event of expiry of the Policy Period, notification must be given in any event no later than 90 days after the expiration of the Policy Period, or, in relation to a Claim first made against the Insured Person or Investigation first commenced during the Discovery Period if applicable no later than 30 days after expiry of the Discovery Period. Provided, however if an Insured Person should have notified a Claim or Investigation during the Policy Period but was unable to do so due to being legally prohibited by a regulator, established under statute, under the terms of a confidentiality agreement then: (a) (b) the Company or the Insured Person shall be permitted to give written notice of such Claim or Investigation to the Insurer within 24 months after the end of the Policy Period; and the Insurer must be notified within 30 days of the Insured Person being legally able to do so. If an Insured Person should have notified a Claim or Investigation under a policy existing or expired before or on the inception date of this Policy but was unable to do so due to being legally prohibited by such regulator, under the terms of a confidentiality agreement then the Insurer irrevocably waives any right it may have to rescind or avoid this Policy on the grounds of nondisclosure of or mis-representation as to any such matters the Insured was legally prohibited from disclosing or from correctly representing to the Insurers. Notice and all information shall be sent in writing to the Insurer at 200 Broomielaw, Glasgow G1 4RU ( claims@acegroup.com) ACE Elite Plus SME Giles 18