February. Solvency II Information Note 1 Applications for approval of certain items specified in Article 308a of the Solvency II Directive

Transcription

1 February 2015 Solvency II Information Note 1 Applications for approval of certain items specified in Article 308a of the Solvency II Directive

2 Overview The implementation date of the ( the Directive ) is 1 January 2016; Article 308a of the Directive provides that Member States shall ensure that supervisory authorities have the power to decide on the approval of certain items from 1 April 2015 or 1 July 2015, as applicable; The Central Bank of Ireland ( the Bank ) will accept applications for approval of these items from 1 April or 1 July, as applicable; Formal approval of any items can only be made when the Directive is transposed into Irish Law; A full list of the items relevant to 1 April and 1 July approvals is provided in Appendix 1 of this document; This Information Note covers the processes for Internal Models, Ancillary Own Funds and Article 95 Own Funds items (including Capital Contributions) and; Further Information Notes will be published in the coming weeks on the remaining Article 308a items including: Volatility Adjustment, Matching Adjustment, Undertaking Specific Parameters, Transitional Measures on the Risk Free Interest Rates and Transitional Measures on Technical Provisions. Central Bank of Ireland s Approach to Phasing-in Applications In order to have the power to decide on approvals from 1 April, the Directive needs to be transposed into national law. In Ireland, this transposition is a matter for the Department of Finance and we are working to assist the Department of Finance in this process. In order to help ensure that decisions can be made on the relevant items in advance of 1 January 2016, the Bank encourages (re)insurance undertakings to submit the relevant applications as soon as possible on or after the applicable dates (i.e. 1 April or 1 July). As a contingency arrangement, if the Directive is not transposed into national law by 31 March, the Bank will accept applications on or after 1 April or 1 July, as applicable. The Bank will endeavour to assess the application within the relevant timeframes set out in the Solvency II framework. Where applications are submitted in advance of the national transposition of the Directive, the Bank will process the application and engage with the undertaking on follow-up queries where necessary. As the Bank s legal powers regarding Solvency II come from national transposition, any final decision by the Bank will have to await transposition. Prior to the Bank issuing a final decision, the undertaking will be requested to confirm (i.e. post transposition) that there has been no change in circumstances which would affect the content of the application. If there is a material change or additional information to be submitted, the Bank reserves the right to utilise the relevant timeframe allowed for in the Directive. Approvals Process for Applications This document provides guidance in relation to the Bank s requirements for obtaining approval for the use of certain items outlined in Article 308a. In order to ensure an efficient application process and avoid unnecessary delays in the review of those applications where approval is required in advance of 1 January 2016, it is vital that firms submit applications which include all relevant information necessary for the assessment and decision by the Bank. All of the approvals outlined in this document should be submitted in electronic copy to your supervisory contact.

3 The following sections outline the Approval Process for 1) Internal Models 2) Ancillary Own Funds and 3) Article 95 Own Funds. Capital Contributions are of particular note in the Irish context and these are addressed in Section 3 below. 1. Internal Models The Bank will accept Internal Model applications from 1 April The Directive provides for a six month timeframe for supervisory approval by the Bank. With regard to applications for group internal models, where the Bank supervises a subsidiary (re)insurance undertaking in a group and is part of the supervisory college, the Bank will take receipt of applications forwarded to it by the group supervisor. The Directive provides for a six month timeframe to enable the supervisory authorities in the college to reach a joint decision. The time period starts on the day the group submits its application to the group supervisor. 2. Ancillary Own Funds Article 90 of the Directive, requires supervisory approval in order for Ancillary Own Funds (AOF) items to be recognised in determining own funds. Undertakings intending to include AOF in the determination of own funds can submit applications for supervisory approval from 1 April The Bank will consider applications for approval of AOF items in accordance with the requirements of the Solvency II Directive. Applications for approval for the use of AOF should include all items required in the Draft Implementing Technical Standard on the Approval for the use of Ancillary Own-Fund Items 1. A checklist based on the relevant Articles of the Draft ITS for the use of AOF is attached at Appendix 2. Failure to provide all of the necessary evidence will result in the application being deemed incomplete. 3. Article 95 Own Funds items (including Capital Contributions) The and the Delegated Acts identify the criteria own funds item must possess in order to be classified in one of the three Tiers (Tier 1, Tier 2 and Tier 3). The Delegated Acts provide lists of items that fall into each of the three Tiers. Where an item is not specifically listed, Article 95 of the Directive requires that such an own funds item is subject to prior supervisory approval. Such approval will allow the firm to count the own funds item as Tier 1, Tier 2 or Tier 3 as appropriate. The Central Bank can only approve items for Tier 1, Tier 2 or Tier 3 if the own fund item meets the relevant criteria. When assessing own funds items undertakings should consider all relevant elements of the Directive, The Delegated Acts and the EIOPA Guidelines on Ancillary Own Funds 2 and on Classification of Own Funds. 3 Approval is required for both existing and proposed own funds items which are not included in the lists. In preparing an Application undertakings should submit a written request, including a cover letter and supporting evidence for each own funds item for which approval is sought. Each request should be approved by the Board of Directors before its submission to the Bank. Please refer to the EIOPA Guidelines on Classification of Own Funds. A checklist based on the relevant Articles in the EIOPA Guidelines on the Classification of Own Funds is attached at Appendix 3. This includes a legal opinion on the enforceability of the contract in relevant jurisdictions and its compliance with the relevant own funds criteria. Failure to provide all of the necessary evidence will result in the application being deemed incomplete As published by EIOPA on 27 November As published by EIOPA on 27 November 2014.

4 3.1 Capital Contributions The Bank understands that a number of undertakings intend to apply for approval of their capital contributions as Tier 1 own funds. To assist undertakings in ensuring that the capital contribution meets the relevant requirements to be approved as Tier 1, the Bank has developed a sample legal agreement that could underlie a capital contribution between a contributor and the recipient (re)insurance undertaking. Two versions of this agreement are attached as Appendices 4 and 5 the first is for new agreements and the second is for retrospective agreements. These sample agreements address the features expected to be included in a legal agreement underlying a capital contribution. Where the text of the agreement is used by the undertaking, the legal opinion sought by the Bank can be limited to an opinion regarding the enforceability of the terms in all relevant jurisdictions. Further Communications in relation to 1 April 2015 approvals. We aim to issue further details on the application processes for the Volatility Adjustment, Matching Adjustment, Undertaking Specific Parameters, Transitional Measures on the Risk Free Interest Rates and Transitional Measures on Technical Provisions in advance of 1 April These will be published on the Bank s website and referenced in the Bank s Solvency II Newsletter. It is the responsibility of undertakings to put in place arrangements to keep themselves up to date on these notices. Undertakings should therefore subscribe to the Solvency II RSS Feed on If you have any questions related to above, please contact your firm s supervisor or solvencyii@centralbank.ie for more information.

5 Appendix 1 Extract of relevant items for supervisory approval or permission as specified in Article 308a of the (Directive 2009/138/EC) 1. From 1 April 2015, Member States shall ensure that the supervisory authorities have the power to decide on the approval of: (a) ancillary own funds in accordance with Article 90; (b) the classification of own funds items referred to in the third paragraph of Article 95; (c) undertaking specific parameters in accordance with Article 104(7); (d) a full or partial internal model in accordance with Articles 112 and 113; (e) special purpose vehicles to be established in their territory in accordance with Articles 211; (f) ancillary own funds of an intermediate insurance holding company in accordance with Article 226(2); (g) a group internal model in accordance with Article 230, Article 231 and Article 233(5); (h) the use of the duration based equity risk sub-module in accordance with Article 304; (i) the use of the matching adjustment to the relevant risk-free interest rate term structure in accordance with Articles 77b and 77c; (j) where Member States so require, the use of the volatility adjustment to the relevant risk-free interest rate term structure in accordance with Article 77d; (k) the use of the transitional measure on the risk-free interest rates in accordance with Article 308c; (l) the use of the transitional measure on technical provisions in accordance with Article 308d.. 3. From 1 July 2015, Member States shall ensure that the supervisory authorities have the power to: (a) decide to deduct any participation in accordance with the second subparagraph of Article 228; (b) determine the choice of method to calculate group solvency in accordance with Article 220; (c) make the determination on equivalence, where appropriate, in accordance with Articles 227 and 260; (d) permit insurance and reinsurance undertakings to be subject to Articles 238 and 239, in accordance with Article 236; (e) make the determinations referred to in Articles 262 and 263; (f) determine, where appropriate, the application of transitional measures in accordance with Article 308b.

6 Appendix 2 Ancillary Own Funds Complete all sections of this checklist. Insert the relevant section or page number from your application in the column marked Applicant. Article 1 - General features of the application Applicant (1) An insurance or reinsurance undertaking shall submit a written application for approval of each ancillary own-fund item. (2) The application shall be submitted in one of the official languages of the Member State in which the insurance or reinsurance undertaking has its head office, or in a language that has been agreed with the supervisory authority. (3) The application shall be approved by the administrative, management or supervisory body of the insurance or reinsurance undertaking, and documentary evidence of the approval shall be submitted. (4) The application shall consist of a cover letter and supporting evidence. Article 2 - Cover letter (1) The insurance or reinsurance undertaking shall submit a cover letter confirming that: (a) any legal or contractual terms governing the ancillary own-fund item or any connected arrangement are unambiguous and clearly defined; (b) the amount ascribed to the ancillary own-fund item in the application complies with Article 90(2) of Directive 2009/138/EC; (c) the economic substance of the ancillary own-fund item, including how the item provides basic own funds once called up, has been fully reflected in the application; (d) taking into account likely future developments as well as the circumstances at the date of the application, the insurance or reinsurance undertaking considers that the ancillary own-fund item complies with the criteria for the classification of own funds; (e) no facts have been omitted which if known by the supervisory authority could influence its decision regarding whether to approve an ancillary own-fund item, the amount for which approval of an item shall be granted, or the time period for which approval of a calculation method shall apply. (2) The cover letter shall also list other applications submitted by the insurance or reinsurance undertaking or currently foreseen within the next six months for approval of any items listed in Article 308a(1) of Directive 2009/138/EC, together with corresponding application dates. (3) The cover letter shall be signed by persons authorised to sign on behalf of the administrative, management or supervisory body of the insurance or reinsurance undertaking. Article 3 - Amount or method (1) The application by the insurance or reinsurance undertaking shall seek approval of a specified monetary amount for an ancillary own-fund item or a method to determine the amount of an ancillary own-fund item. (2) Where the insurance or reinsurance undertaking seeks approval of a specified monetary amount, the application shall include an explanation for the amount, based on prudent and realistic

7 assumptions. (3) Where the insurance or reinsurance undertaking seeks approval of a calculation method, it shall provide: (a) an explanation of the method and how it reflects the loss-absorbency of the ancillary own-fund item; (b) a description of any assumptions upon which the method relies and how these assumptions are prudent and realistic; (c) the item s expected initial amount that has been calculated in accordance with the method and a justification of that amount; (d) an explanation of the validation processes the insurance or reinsurance undertaking will implement to ensure that the results of the method continue to reflect the loss-absorbing capacity of the item on an ongoing basis. Article 4 - Supporting evidence (1) The supporting evidence shall contain sufficient information to allow the supervisory authority to assess whether the application complies with the criteria determined in Article 90 of Directive 2009/138/EC and Articles 62 to 65 of the Implementing Measures, and shall contain at least the information described in paragraphs 2 to 6. (2) The insurance or reinsurance undertaking shall provide information regarding the nature of the ancillary own-fund item and the loss absorbing capacity of the basic own-fund item into which the ancillary own-fund item converts on being called up, including: (a) the item s legal or contractual terms, together with the terms of any connected arrangement and evidence that the counterparty has entered into, or will enter into, the contract and any connected arrangement; (b) evidence that the contract and any connected arrangements are legally binding and enforceable in all relevant jurisdictions, based on a legal opinion; (c) the period during which the contract is in effect and, if different, the period during which the insurance or reinsurance undertaking may call upon the item; (d) confirmation that the ancillary own-fund item, once that item has been called up and paid in, would display all of the features of a basic own-fund item classified in Tier 1 in accordance with Article 71 of the Implementing Measures, or all of the features of a basic own-fund item classified in Tier 2 in accordance with Article 73 of the Implementing Measures; (e) confirmation that the item s contractual terms do not contain any provision which might create a disincentive for the insurance or reinsurance undertaking to call upon the item to absorb losses or place any constraint upon its ability to be callable on demand; (f) confirmation that the ancillary own-fund item or its benefits would only be available to the insurance or reinsurance undertaking and would not be transferrable or assignable to any other party, or be able to be encumbered in any other way; (g) any factors which restrict the conditions under which the insurance or reinsurance undertaking might seek to call upon the item, including but not limited to conditions of stress specific to the insurance and reinsurance undertaking or wider market stress; (h) whether the insurance or reinsurance undertaking has, or in the future may have, any obligation to, or any expectation or understanding that it will pay funds or provide any other benefit to the counterparty or to a third party in connection with the item, other than in the event of repayment of a basic own-fund item which would satisfy the features in Article 71(1)(h), and Article 73(1)(d) of the

8 Implementing Measures; (i) a copy of the medium term capital management plan including how the item will contribute to the insurance or reinsurance undertaking s existing capital structure, and how the item might enable the insurance or reinsurance undertaking to meet its existing or future capital requirements. (3) Except where Article 63(6) of the Implementing Measures applies and the status of a group of counterparties may be assessed as though it were a single counterparty, the insurance or reinsurance undertaking shall provide information regarding the status of each counterparty including: (a) the names and a description of each counterparty, including the nature of any relationship between the insurance or reinsurance undertaking and the counterparty; (b) an assessment of the risk of default of the counterparties in order to support the assessment by the supervisory authority specified in Article 63(2) of the Implementing Measures; (c) an assessment of the liquidity position of the counterparties in order to support the assessment by the supervisory authority specified in Article 63(3) of the Implementing Measures; (d) an assessment of the counterparties willingness to pay in order to support the supervisory assessment specified in Article 63(4) of the Implementing Measures; (e) a description of the range of circumstances in which the insurance or reinsurance undertaking might seek to call upon the item including current expectations as to when the item might be called prior to or at the point of non-compliance with the SCRt or MCR: (f) information on any other factors relevant to the status of the counterparties to support the assessment by the supervisory authority specified in Article 63(5) of the Implementing Measures. Where the counterparties are treated as a group of counterparties in accordance with Article 63(6) of the Implementing Measures, the information in points (a) to (f) shall be provided in respect of the group of counterparties. Where the counterparty is a member of the same group or subgroup as the insurance or reinsurance undertaking by virtue of Article 213 of Directive 2009/138/EC and has commitments under ancillary own-fund items to different entities within the group, the information in points (b) to (f) shall evidence the ability of the counterparty to satisfy multiple calls on ancillary own-funds items at the same time, having regard to the circumstances and the entities of the group. (4) The insurance or reinsurance undertaking shall provide information regarding the recoverability of the funds, including: (a) details of arrangements which might enhance the recoverability of the item including the availability of collateral; (b) details of whether national law, in any relevant jurisdiction, prevents a call being made or satisfied, including in the event of resolution, administration or insolvency proceedings being initiated in respect of the insurance or reinsurance undertaking; (c) details of arrangements or circumstances that might prevent a call being made or satisfied in deteriorating financial conditions including non-compliance with the Solvency Capital Requirement or Minimum Capital Requirement. (5) The insurance or reinsurance undertaking shall provide information regarding past calls including: (a) information on its experience of past calls or the collection of other funds due from the same or similar counterparties in the same or similar circumstances;

9 (b) all relevant available market data relating to past calls or the collection of other funds due from the same or similar counterparties in the same or similar circumstances; (c) an assessment as to the relevance and reliability of the information described in points (a) and (b) as regards the expected outcome of future calls by the insurance or reinsurance undertaking. (6) The insurance or reinsurance undertaking shall provide a description of the processes it has in place to identify any future changes, as specified in Article 62(1)(d) of the Implementing Measures, which may have the effect of reducing the loss-absorbency of the ancillary own-fund item. The description shall include at least: (a) how it intends to identify changes to: (i) the structure or contractual terms of the arrangement, including the cancellation or expiry of an ancillary own-fund item or the use or call up partly or wholly of an ancillary own-fund item; (ii) the status of the counterparties concerned, including the default of a counterparty; (iii) the recoverability of the ancillary own-fund item, including calls on other ancillary own-fund items provided by the same counterparties. (b) how it intends to inform the supervisory authority of changes identified, including what mechanisms it has put in place to identify when the change should be escalated to the administrative, management or supervisory body of the undertaking and to the supervisory authority.

10 Appendix 3 Checklist for Items not on the lists Complete all sections of this checklist. Insert the relevant section or page number from your application in the column marked Applicant. Guideline 21 - General features of the application When submitting a request for approval in accordance with Article 79 of Commission Delegated Regulation 2015/35 the undertaking should: a) submit a written application for approval of each own-fund item; (b) submit the application in one of the official languages of the Member State in which the undertaking has its head office, or in a language that has been agreed with the supervisory authority; (c) approve the application at the AMSB, and submit documentary evidence of that approval; (d) provide an application in the form of a cover letter and supporting evidence. Guideline 22 - Cover letter The undertaking should submit a cover letter confirming that: (a) the undertaking believes any legal or contractual terms governing the own-fund item or any connected arrangement are unambiguous and clearly defined; 19/21 (b) taking into account likely future developments as well as circumstances applying as at the date of the application, the undertaking considers that the basic own-fund item will comply, in terms of both legal form and economic substance, with the criteria in Articles 93 and 94 of Solvency II and the features determining classification set out in Articles 71, 73 and 77 of Commission Delegated Regulation 2015/35; (c) no facts have been omitted which if known by the supervisory authority could influence its decision regarding whether to approve the assessment and classification of the own-fund item The undertaking should also list in the cover letter other applications submitted by the undertaking or currently foreseen within the next six months for approval of any items listed in Article 308a(1) of Solvency II together with corresponding application dates The undertaking should ensure that the cover letter is signed by persons authorised to sign on behalf of the AMSB. Guideline 23 - Supporting evidence The undertaking should provide a description of how the criteria in Articles 93 and 94 of Solvency II and the features determining classification set out in Articles 71, 73 and 77 of Commission Delegated Regulation 2015/35 have been satisfied including how the item will contribute to the undertaking s existing capital structure, and how the item may enable the undertaking to meet its existing or future capital requirements The undertaking should provide a description of the basic own-fund item, sufficient to allow the supervisory authority to conclude on the loss absorbing capacity of the item including the contractual terms of the arrangement governing the own-fund item and the terms of any connected arrangement together with evidence that any counterparty, where relevant, has entered into the contract and any connected arrangement and evidence that the contract and any connected arrangement are legally binding and enforceable in all relevant jurisdictions. Applicant

11 Further Requirements Application for approval of Capital Contributions Option 1 - Use the Central Bank Template for Capital Contribution and submit a Legal Opinion The application should use the Central Bank Template - Sample Legal Agreement outlined at Appendix 4 or 5. The Bank expects that the application would be accompanied by a legal opinion that would conclude whether or not the contract and any connected arrangements are legally binding and enforceable in all relevant jurisdictions. Application for approval of Capital Contributions Option 2 - Extended Legal Opinion The Bank expects that the application would include a legal opinion that would conclude whether or not a) the contract and any connected arrangements are legally binding and enforceable in all relevant jurisdictions b) the Capital Contribution will comply, in terms of both legal form and economic substance, with the relevant criteria in Articles 93 and 94 of Solvency II and the features determining classification set out in Articles 71, 73 and 77 of Commission Delegated Regulation 2015/35; For all other Application for Items not on the List As per Option 2 above the Bank expects that the application would include a legal opinion that would conclude whether or not a) the contract and any connected arrangements are legally binding and enforceable in all relevant jurisdictions b) the own -fund item will comply, in terms of both legal form and economic substance, with the relevant criteria in Articles 93 and 94 of Solvency II and the features determining classification set out in Articles 71, 73 and 77 of Commission Delegated Regulation 2015/35;

12 Appendix 4 Future or Proposed Capital Contribution Agreements DATED DD/MM/2015 [INSERT PARTIES NAME HERE (UNDERTAKING)] AND [INSERT PARTIES NAME HERE (CONTRIBUTOR)] Capital Contribution Agreement

13 THIS AGREEMENT is dated [ ] and made between: (1) [INSERT PARTIES NAME AND REGISTERED ADDRESS HERE] (the Undertaking); and (2) [INSERT PARTIES NAME AND REGISTERED ADDRESS HERE] (the Contributor) RECITALS: (A) (B) (C) The Undertaking is an [INSURANCE/ REINSURANCE] undertaking authorised by the Central Bank of Ireland (the Central Bank) under [INSERT RELEVANT LEGISLATION HERE]. The Contributor is [INSERT RELATIONSHIP TO THE UNDERTAKING HERE]. The Undertaking and the Contributor have agreed to enter into this capital contribution agreement (the Agreement) subject to the terms and conditions set out herein. NOW IT IS AGREED AS FOLLOWS: 1. CAPITAL CONTRIBUTION 1.1 The Contributor hereby irrevocably confirms the payment on 2015 of [INSERT AMOUNT HERE] by way of unconditional capital contribution to be credited to the Undertaking (the Contribution). 1.2 The Undertaking and Contributor acknowledge that the Contribution is being made to enable the Undertaking to comply with its own funds obligations under Directive 2009/138/EC, including under Articles 94(1), 100 and The Contribution does not constitute a loan from the Contributor to the Undertaking; the Undertaking shall have no obligation to repay the Contribution, including on a winding-up of the Undertaking, nor shall the Contributor offer any incentive for repayment. 1.4 The Contribution is not being made in consideration of the grant of any rights or entitlements whatsoever, including any voting rights, profit participation rights or rights to participate in the distribution of the surplus assets of the Undertaking on a winding up. 1.5 The Contribution is free from any mandatory fixed charges and the Undertaking has no obligation to bear any servicing cost or transfer any economic benefit of any kind to the Contributor or any other person in return for the Contribution. 1.6 The Contribution is free from encumbrances (within the meaning of the Guidelines on classification of own funds, as published by EIOPA on 27 November 2014) and is not connected with any other transaction, which when considered with the Contribution, could result in the Contribution not complying with Article 94(1) of Directive 2009/138/EC. 1.7 The Undertaking shall not distribute the Contribution by way of dividend, or in any other way or cause the amount of the Contribution to be reduced, without the prior written approval of the Central Bank. 4 These references should be amended to reflect the corresponding references in the national transposition of Solvency II, once available

14 2. If any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 3. This Agreement constitutes the entire agreement as to the making of the Contribution and supersedes and extinguishes all other agreements, promises, assurances, warranties, representations and understandings, whether written or oral, in relation to it. Any other terms existing at the date hereof and not comprised in this Agreement shall be of no force or effect. 4. Any amendments to this Agreement made or purported to be made without the consent of the Central Bank shall be void. 5. The Undertaking and the Contributor confirm they have the requisite powers and objects to fulfil their obligations under this Agreement. 6. This Agreement shall be governed by, and construed in accordance with, the law of the Republic of Ireland. 7. COMPLETION 7.1 On Completion of the Contribution the Undertaking shall: (a) (b) (c) provide the Contributor with an original of the Agreement duly executed by both Parties; provide the Central Bank with a copy of an original of the Agreement duly executed; provide the Central Bank with a copy, certified by an authorised signatory of the Undertaking to be a true copy, of appropriate documentary evidence indicating that the Contribution has been received. This Agreement has been entered into and delivered as a deed on the date stated at the beginning of this Agreement. PRESENT when the common seal of 5 [THE UNDERTAKING] was affixed to this deed and this deed was delivered (Director) (Director/Secretary) PRESENT when the common seal of [THE CONTRIBUTOR] was affixed to this deed and this deed was delivered (Director) (Director/Secretary) 5 To be amended to reflect correct execution clauses of entities executing the Agreement

15 Appendix 5 Retrospective Capital Contributions Agreement DATED DD/MM/2015 [INSERT PARTIES NAME HERE (UNDERTAKING)] AND [INSERT PARTIES NAME HERE (CONTRIBUTOR)] Capital Contribution Agreement

16 THIS AGREEMENT is dated [ ] and made between: (1) [INSERT PARTIES NAME AND REGISTERED ADDRESS HERE] (the Undertaking); and (2) [INSERT PARTIES NAME AND REGISTERED ADDRESS HERE] (the Contributor) RECITALS: (A) (B) The Undertaking is an [INSURANCE/ REINSURANCE] undertaking authorised by the Central Bank of Ireland (the Central Bank) under [INSERT RELEVANT LEGISLATION HERE]. The Contributor is [INSERT RELATIONSHIP TO THE UNDERTAKING HERE]. (C) The Contributor made a capital contribution of [ ] to the Undertaking on [DATE]. (D) The Undertaking and the Contributor have agreed that the terms and conditions set out in this capital contribution agreement (the Agreement) apply exclusively to that capital contribution. NOW IT IS AGREED AS FOLLOWS: 1. CAPITAL CONTRIBUTION 1.1 The Contributor hereby irrevocably confirms the payment on [INSERT RELEVANT DATE HERE] of [INSERT AMOUNT HERE] constitutes an unconditional capital contribution to be credited to the Undertaking (the Contribution). 1.2 The Undertaking and Contributor acknowledge that the Contribution is to enable the Undertaking to comply with its own funds obligations under Directive 2009/138/EC, including under Articles 94(1), 100 and The Contribution does not constitute a loan from the Contributor to the Undertaking; the Undertaking has no obligation to repay the Contribution, including on a winding-up of the Undertaking, nor shall the Contributor offer any incentive for repayment. 1.4 The Contribution was not made in consideration of the grant of any rights or entitlements whatsoever, including any voting rights, profit participation rights or rights to participate in the distribution of the surplus assets of the Undertaking on a winding up. 1.5 The Contribution is free from any mandatory fixed charges and the Undertaking has no obligation to bear any servicing cost or transfer any economic benefit of any kind to the Contributor or any other person in return for the Contribution. 1.6 The Contribution is free from encumbrances (within the meaning of the Guidelines on classification of own funds, as published by EIOPA on 27 November 2014) and is not connected with any other transaction, which when considered with the Contribution, could result in the Contribution not complying with Article 94(1) of Directive 2009/138/EC. 1.7 The Undertaking shall not distribute the Contribution by way of dividend, or in any other way or cause the amount of the Contribution to be reduced, without the prior written approval of the Central Bank. 6 These references should be amended to reflect the corresponding references in the national transposition of Solvency II, once available

17 2. If any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 3. This Agreement constitutes the entire agreement governing the Contribution and supersedes and extinguishes all other agreements, promises, assurances, warranties, representations and understandings, whether written or oral, in relation to it. Any other terms existing at the date hereof and not comprised in this Agreement shall be of no force or effect. 4. Any amendments to this Agreement made or purported to be made without the consent of the Central Bank shall be void. 5. The Undertaking and the Contributor confirm they have the requisite powers and objects to fulfil their obligations under this Agreement. 6. This Agreement shall be governed by, and construed in accordance with, the law of the Republic of Ireland. 7. COMPLETION 7.1 On execution of this Agreement the Undertaking shall: (a) (b) (c) provide the Contributor with an original of the Agreement duly executed by both Parties; provide the Central Bank with a copy of an original of the Agreement duly executed; provide the Central Bank with a copy, certified by an authorised signatory of the Undertaking to be a true copy, of appropriate documentary evidence indicating that the Contribution has been received. This Agreement has been entered into and delivered as a deed on the date stated at the beginning of this Agreement. PRESENT when the common seal of 7 [THE UNDERTAKING] was affixed to this deed and this deed was delivered (Director) (Director/Secretary) PRESENT when the common seal of [THE CONTRIBUTOR] was affixed to this deed and this deed was delivered (Director) (Director/Secretary) 7 To be amended to reflect correct execution clauses of entities executing the Agreement

18 Bosca PO 559, Sráid an Dáma, Baile Átha Cliath 2, Éire PO. Box No 559, Dame Street, Dublin 2, Ireland