Compliant Insurance Policy and Coverage Clauses | Directors’ and Officers’ Liability | Regulatory and Investigation | Template for FCA Applications and Authorised Firms | Authorised Payment Institution API | Electronic Money Institution E-money EMI | Small Payment Institution SPI

1. Coverage Clauses

In consideration of payment of the premium and subject to the terms, Exclusions, Limits of Liability
and conditions of this Policy:

1.1 Directors’ and Officers’ Liability

(a) This Policy shall pay on behalf of an Insured Person, Loss arising out of a Claim made during the Policy Period against an Insured Person in their capacity as an Insured Person of a Company in respect of which the Company has no liability, is unable to indemnify or, where having reasonable grounds to do so, chooses not to indemnify.
(b) This Policy shall pay on behalf of an Insured any Loss arising out of a Claim made during the
Policy Period against any Insured Person, which Loss a Company is liable to indemnify.

1.2 Civil and Professional Liability

This Policy shall pay on behalf of an Insured, Loss arising out of a Claim made against an Insured during the Policy Period, resulting from that Insured’s provision of or failure to provide Professional Services.

1.3 Data Security

This Policy shall pay on behalf of an Insured, Loss arising out of a Claim made against an Insured during the Policy Period, resulting from the Insured’s actual or alleged failure to ensure the security of Data in accordance with the requirements set out in Article 66(3) for PISPs and 67(2) for AISPs of PSD2.

1.4 Regulatory and Investigation

In addition to Loss arising under the Coverage Clauses 1.1 and 1.2, this Policy shall pay on behalf of any Insured, any Costs and/or Loss arising under this Coverage Clause automatically as Loss payable within the Limits of Liability applicable to Coverage Clauses 1.1 and 1.2 (as shown in Item 4 of the Schedule).

Subject to any limitation or prohibition imposed by law, this Policy shall pay on behalf of any Insured, any Costs together with any additional Loss to the fullest extent permitted by any applicable law incurred:

(a) in response to or in defending any formal notice issued or other action or inquiry threatened or taken or investigation, administrative, regulatory or disciplinary proceeding or hearing, arbitration, mediation, conciliation or other Claim threatened or commenced by any Official Body during the Policy Period concerning the actions or affairs of an Insured, including but not limited to:

(i) any actual or alleged misconduct (including allegations of corporate manslaughter) by an Insured in the performance or failure to perform any service or otherwise;

(ii) any application or attempt to prohibit, limit or disqualify any Insured Person
from holding office as a Director or Officer;

(iii) any application or attempt to withhold, withdraw, revoke or limit any licence, authorisation or permission granted or obtained by an Insured, whether temporarily or otherwise;

(iv) any enquiry, investigation or similar action commissioned or undertaken by the Insured at the request of an Official Body which is related to or results from any formal notification, advice or report made during the Policy Period to an Official Body;

(v) any requirement which compels the production of Documents to an Official Body, whether by an Insured or by a third party holding Documents on behalf of an Insured; or

(vi) any requirement which compels an Insured to answer questions by or attend interviews with an Official Body.

This coverage clause shall not provide cover or indemnity in respect of any Costs or Loss in respect of any routine regulatory compliance reviews, audit or industry wide investigation:

(b) in relation to Claims made against any Director, Officer or Employee for any violation of the Foreign Corrupt Practices Act of 1977 of the United States of America, as amended, the Bribery Act 2010 of England and Wales and any similar law in any other jurisdiction, including but not limited to any legislation enacted pursuant to and adopting the provisions of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 1997 or the Inter-American Convention Against Corruption of 1997;

(c) arising out of, based upon or attributable to any alleged or actual breach of any sanctions order, prohibition, restriction affecting trade or services or licensing requirements with overseas governments and/or territories imposed by any Official Body whether by statutory instrument, regulation, order, European Community directive, UN Security Council resolution or otherwise;

(d) arising out of, based upon or attributable to any actual or attempted confiscation, seizure, assumption, restriction or prevention of ownership or control or suspension of rights and interest in or the effecting of a charge over real property or personal assets of any Insured;

(e) arising out of, based upon or attributable to any restraint or prohibition whether permanent or temporary on any Insured Person from holding any office of or performing any function on behalf of any Insured;

(f) arising out of, based upon or attributable to the issue or execution of any warrant of arrest or any restriction of an Insured Person’s liberty or right of freedom of movement or free passage within, into or out of any territory; or

(g) arising out of, based upon or attributable to the commencement of any extradition proceedings deportation of any Insured Person or the removal or revocation of any Insured Person’s approval or permission to reside or work in any territory.

2. Extensions

In consideration of payment of the premium and subject to the terms, Exclusions, Limits of Liability
and conditions of this Policy:

2.1 New Companies

This Policy shall cover automatically any new Subsidiary of the Policyholder created during the Policy Period, except for where such new Subsidiary:

(a) has total assets that exceed 25% of the total gross assets of the Company at the inception date of this Policy, or

(b) is incorporated or domiciled in the USA or regulated by the U.S. Securities and Exchange Commission (SEC) or provides any services in the USA or is a registered investment advisor with the SEC; or

(c) has any of its Securities listed on any exchange in the USA, Australia or Canada, or

(d) engages in activities that are materially different from those contained in the
Submission.

If such new Subsidiary falls within any of a) to c) above, coverage shall automatically be

provided for such Subsidiary for a limited period of 60 days immediately following the creation of such entity. Coverage beyond 60 days shall only be available if:

(i) written notification of the listing event is given to the Insurers by the
Policyholder; and

(ii) the Policyholder provides the Insurers with such information in connection there with as the Insurers may deem necessary; and

(iii) the Policyholder agrees any special terms, conditions, exclusions or additional premium as may be proposed by the Insurers;

In respect of c) only, such automatic cover is only granted if the listing event does not involve or arise out of a merger with, or a purchase or acquisition of another organisation.

Coverage for any such entities shall be limited to Losses and/or Claims covered by this Policy, which result from acts, omissions or events taking place on or after the date of the appointment, purchase, acquisition or merger. The Insurers may provide coverage for acts, omissions or events taking place prior to the date of the appointment, purchase, acquisition or merger following the receipt of any information the Insurers require herewith as the Insurers may deem necessary and/or to charge an additional premium.

2.2 Additional Reporting Period

(a) Current Insured

The Insured shall be entitled to an Additional Reporting Period of:

(i) sixty (60) days following the end of the Policy Period (or such longer period as may be required by any applicable local law), which shall apply automatically at no additional premium; or

(ii) twelve (12) months, following the end of the Policy Period upon payment of an additional premium of one hundred (100) per cent of the full annual premium,

during which time written notification of any Claim may be given to the Insurers, such notice to comply with all of the requirements set out in Conditions and General Provisions, Section 5. Coverage hereunder shall be afforded only to the extent that the Claim relates to acts, omissions or events that took place prior to the expiry of the original Policy Period (not including any applicable Additional Reporting Period).

The Policyholder must make any request for the discovery period shown in (ii) above in writing, no later than thirty (30) days after expiry of the Policy Period and pay any additional premium due to the Insurers within sixty (60) days after the written request.

This extension does not in any way amend the Limit of Liability shown in Item 4 of the schedule.

(b) Retired Insured Persons

In the event that this Policy is not renewed or replaced with materially equivalent cover, an automatic Additional Reporting Period of ninety six (96) months after expiry of the original Policy Period will be provided at no additional premium to any Insured Person who ceased to hold office by reason of retirement before the expiry of the Policy Period. During this time any Insured may give written notification to the Insurers of any Claim first made against such retired Insured Person, provided that coverage shall be afforded only to the extent of acts, omissions or events which occurred prior to the expiry of the Policy Period.

This extension does not in any way amend the Limit of Liability shown in Item 4 of the schedule.

2.3 Associated Crisis and Mitigation Costs

(a) The Insurers will pay as part of and not in addition to the Limit of Liability, any Court Attendance Costs, Reputational Risk Expense, Identity Theft Costs, Management Costs or Mitigation Costs provided that the Claim, Circumstance, Wrongful Act or other matter to which such payments relate is reported to the Insurers as soon as reasonably practicable during the Policy Period or Additional Reporting Period in accordance with the Policy conditions and subject always to a sub limit of an amount equivalent to 25% of the Limit of Liability under Item 4 of the Schedule or GBP 1,250,000. whichever the lesser. Coverage under this clause is subject to a maximum limit of GBP 50,000 until such time as Insurers written consent is obtained, which shall not be unreasonably delayed or withheld.

2.4 Additional Insured Person Protection

In the event of the total exhaustion of the Limit of Liability in respect of Coverage Clauses 1.1
a) and b) by reason of payment of Loss and/or Costs there shall be an additional Limit of Liability of GBP 250,000 in respect of each Insured Person and subject always to a maximum aggregate amount of 100% of the Limit of Liability in respect of Coverage Clause 1.1 a) and b) or GBP 1,000,000, whichever the lesser.

This additional Limit of Liability shall only operate in excess of the total aggregate indemnity available under any other applicable policies in excess of this Policy and only in respect of Claims which are entirely unrelated to those Claims giving rise to the exhaustion of the Limit of Liability under Coverage Clauses 1.1 a) and b).

2.5 Limit of Liability Compliance – Uplift Protection

In the event that the Limit of Indemnity Formula as stipulated by the EBA Article 5(4) at any given time during the policy period dictates that an additional amount of cover (in excess of the amount stated in Item 4 of the policy schedule) is required in order for the Insured to be compliant with the formula, an additional amount of up to 25% of the Limit of Liability shall apply regardless of whether the Insured has notified Insurers of the required increase. The Insured must advise Insurers within 14 days of becoming of aware of the shortfall that this uplift in cover is required. This extension is subject to an additional premium calculated by the Insurers and a maximum additional Limit of Liability available of GBP 2,500,000.

Exclusions

This Policy shall not provide insurance coverage or indemnity in respect of:

3.1 Bodily Injury and Property Damage

Any Claim for death, bodily injury or loss of or damage to property by fire (other than to
Documents) of any third party. This Exclusion shall not apply to:
(a) any Claim for mental anguish or emotional distress or disturbance in respect of a
Wrongful Act, as applicable;

(b) any Claim involving an allegation of corporate manslaughter whether or not alleging a Wrongful Act, as applicable;

3.2 Conduct – Applicable to Coverage Clause 1.1 Only

Any Claim arising from:

(a) the gaining of a profit, remuneration or advantage to which that particular Insured Person was not legally entitled; or

(b) a dishonest or fraudulent act by that particular Insured Person where such dishonesty or fraud has been established by final adjudication of a judicial or arbitral tribunal or any formal written admission. The Insurers will provide Costs in accordance with the Conditions and General Provisions until such time as the conduct has been established by adjudication, judgment or formal written admission. For the avoidance of doubt, nothing in this Exclusion shall prejudice, limit or restrict the amount of indemnity available to any Insured Person which is not guilty of such dishonest or fraudulent act.

Nothing in this clause 3.2 shall seek to limit the coverage provided in Insuring Clauses 1.2,
1.3 and 1.4.

3.3 Pollution

Any legal liability for any actual or alleged seepage, pollution or contamination. This Exclusion shall not apply to:
(a) any Costs incurred in connection with the defence of any Claim alleging a Wrongful Act giving rise to a legal liability for pollution;
(b) any Claim brought against the Insured by way of a shareholder derivative action. For the purposes of this Exclusion, “seepage, pollution and contamination” shall not include
carbon emissions.

3.4 Previously Notified Claims and/or Circumstances

Any legal liability resulting from any Claim, and/or Circumstance which, prior to the inception date of this Policy, was notified in writing by the Insured to Insurers under another policy

which this Policy renews or replaces, either in whole or in part.

3.5 Radiation

Any loss or destruction of or loss or damage to any property or any loss or expenses resulting or arising there from or any consequential loss or any legal liability caused directly by or contributed to or arising from ionising radiation or contamination by radioactivity, nuclear waste from the combustion of nuclear fuel, the radioactive toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof.

3.6 Retroactive Date

Any Loss arising from any Claim made against any Insured based upon, arising out of, directly or indirectly resulting from, in consequence of, directly or indirectly resulting from, or in any way involving Wrongful Act(s) committed or attempted or allegedly committed or attempted prior to the date at Item 11 of the Schedule.

3.7 War

Any Loss arising from, war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power.

3.8 Sanction Limitation and Exclusion

Any Loss arising from any Claim or any other benefit provided hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that (re)Insurer to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America.

ADDITIONAL EXCLUSION: THE BELOW IS APPLICABLE TO COVERAGE CLAUSE 1.1 ONLY

3.9 USA Insured versus Insured

Any Claim brought in the United States of America, its territories or possessions by or on behalf of or at the behest of one Insured against any other Insured.

This Exclusion shall not apply:

(a) where the Claim arises in respect of services provided or duties owed by one Insured
to another Insured;

(b) where the Claim emanates from an independent third party;

(c) where the Claim falls, directly or indirectly, under any law affording whistle-blower protection;

(d) where the Claim is in respect of a Wrongful Act, as applicable, relating to the period
or termination of a person’s employment with any Insured; or

(e) in respect of Costs.

ADDITIONAL EXCLUSION: THE BELOW IS APPLICABLE TO COVERAGE CLAUSES 1.2 ONLY

3.10 Contractual Liability

Any liability of the Insured arising out of a contract in writing providing a warranty or guarantee of performance which liability exists solely under the express terms of such contract. This Exclusion shall not apply to liability that would attach to an Insured in the absence of a contract.

ADDITIONAL EXCLUSION: THE BELOW IS APPLICABLE TO COVERAGE CLAUSE 1.3 ONLY

3.11 Liability Outside Scope of PSD2

Any liability of the Insured that is deemed to be outside the scope of the obligations in Article 73 of PSD2.

4. Definitions

4.1 Additional Reporting Period means any applicable additional period for notifying Claims
and/or Circumstances pursuant to Extension 2.2

4.2 AISP means an account information services provider, as defined by PSD2.

4.3 Change of Control means either the Event of Insolvency or the acquisition of the Company by or the merger or consolidation of the Company with another entity or entities acting in concert, who obtain ownership or a controlling interest of 50% or more of the share capital or outstanding Securities representing the right to vote for the election of board members such that the Company is not the surviving entity.

4.4 Circumstance means any fact, matter, event or Wrongful Act which an Insured reasonably believes may give rise to a Claim.

4.5 Claim means:

(a) any written demand for an Insured to pay civil compensation, restitution or damages arising out of a Wrongful Act;

(b) any intention, stated in writing, to hold an Insured legally responsible for a Wrongful Act;

(c) any civil, criminal, arbitration, mediation, conciliation or alternative dispute resolution proceeding initiated against an Insured alleging a Wrongful Act;

(d) any notice, action, enquiry, investigation, proceeding or other Claim commenced by an Official Body as provided in Coverage Clause 1.3;

4.6 Company means the entity specified in Item 1 of the schedule.

4.7 Consultant means any natural person who has an indemnity from an Insured subject to their details having been disclosed to the Insurers. Consultant shall not extend to include any natural or legal person who is a salaried employee of any Principal Firm.

4.8 Costs means the reasonable costs, charges, fees (including legal fees and expert fees), disbursements and expenses incurred by any Insured. Costs shall include the reasonable premium or other such charge (but not 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. Costs shall not include salaries, wages or usual overheads of the Insured.

4.9 Court Attendance Costs means the sum of GBP 500 for each day that an Insured Person attends any court hearing, arbitration, mediation, conciliation or alternative dispute resolution proceeding in connection with a Claim first made during the Policy Period, where such attendance is legally required or is requested by an Insured’s defence counsel.

4.10 Crisis means any event other than the usual expected notification and fraud monitoring costs occurring during the Policy Period which, in the reasonable written opinion of the chief executive officer (or equivalent) of the Policyholder, would cause likely material detriment to an Insured’s business if left unmanaged, including but not limited to the following:

(a) an Insured or Insured Person suffering an Event of Insolvency;

(b) the unexpected death or severe disablement of a Director or Officer;

(c) any unauthorised access of or intrusion into an Insured’s computer systems for the purpose of obtaining confidential or commercially sensitive information relevant to an Insured’s business or which results in the denial of service to customers on an Insured’s computer systems;

(d) a breach of data privacy laws by a third party outsourcer in relation to information supplied to it by an Insured;

(e) the bringing of criminal charges for breach of any legislation prohibiting money laundering or the financing of terrorism.

4.11 Data means: data, including personalised security credentials which can be used to carry out fraud. For the activities of payment initiation service providers and account information service providers, the name of the account owner and the account number do not constitute sensitive payment data.

4.12 Data Security Requirement means the requirements set out in Guideline 10 of the EBA Final Report on PSD2.

4.13 Director or Officer means any natural person or who was, is, or becomes during the Policy Period:

(a) a director, officer, senior accounts officer, non-executive director, responsible officer, alternate director, shadow director, de-facto director, compliance officer, member, managing member or partner, trustee, general counsel or legal director; of an Insured;

(b) any Consultant or natural person under the direction and control of an Insured, with whom they have entered into a relationship, arrangement or joint venture or consultancy to provide services but only with respect to a Claim relating thereto;

(c) an Employee of the Company to the extent that they are joined as co-defendant(s) in any action against any natural person defined under (a) above;

(d) a person acting for an Insured who is recognised or appointed as an approved person by or under any regulatory authority or requirement.

Director or Officer shall also mean:

(e) in the event of their death, incapacity, insolvency or bankruptcy, the estate or legal representatives of any Director or Officer; and

(f) a Director or Officer’s lawful spouse or civil or domestic partner where proceedings are brought against such person seeking recovery of property held jointly by the lawful spouse or civil or domestic partner arising from a Claim against such Director or Officer.

4.14 Document means any records, securities or instruments, whether in paper, magnetic or electronic form, which are owned by, entrusted, or in the possession of an Insured.

4.15 Employee means:

(a) an Insured’s officers and other full, part-time, or temporary staff compensated by salary, wages or commissions and whom an Insured has the right to govern and direct in the performance of their duties including whilst seconded to other businesses at the request of an Insured;

(b) students, volunteers or interns while pursuing studies or performing services or duties on behalf of and under the direction of an Insured;

(c) a person provided by an employment agency or other intervening employer, whilst performing services or duties on behalf of and under the direction of an Insured;

(d) a person under contract (be it written or implied) whilst performing services or duties to or on behalf and under the control and direction of an Insured.

The term Employee does not mean any independent broker, independent financial adviser, any Principal Firm or any similar agent or independent representative remunerated on a sales or commission basis unless specifically agreed by the Insurer and endorsed hereon.

4.16 Event of Insolvency means the appointment by any government official, entity, agency or court of a receiver, conservator, liquidator, trustee, administrator, rehabilitator, or similar official to take control of, supervise, manage or liquidate any Insured; or an Insured becoming a debtor-in-possession or the equivalent pursuant to any applicable insolvency or bankruptcy laws.

4.17 Exclusion(s) means the exclusion(s) specified in Section 3 of this Policy.

4.18 Extension(s) means the extension(s) specified in Section 2 of this Policy.

4.19 Identity Theft Costs means the Costs associated with legal proceedings arising out of any theft, misappropriation or misuse of personal or corporate data relating to an Insured.

4.20 Insured(s) means any Insured Person and any Company.

4.21 Insured Person means any past, present, or future:

(a) Director or Officer;

(b) Outside Board Director;

(c) Employee; or

(d) in the event of their death, incapacity, insolvency or bankruptcy, the estate or legal representatives of any Insured Person.

4.22 Insurer(s) means Liberty Mutual Insurance Europe SE (LMIE)

4.23 Limit(s) of Liability means the sum specified in Item 4 of the Schedule attached to this Policy.

4.24 Loss means any amount which an Insured incurs or is liable to pay by way of or pursuant to:

(a) civil compensation, compensatory restitution, redress, equitable relief or damages;

(b) any settlement which has been consented to by the Insurers; such consent not to be unreasonably withheld or delayed;

(c) claimant or other party costs including co-defendant costs awarded against the Insured;

(d) Costs;

(e) any amount ordered to be paid under a Claim or in connection with any action, inquiry, investigation or proceeding commenced or otherwise arising under the Coverage Clause 1.3;

Loss shall not include any taxes, fines or penalties whether insurable at law or not.

4.25 Management Costs means all reasonable Costs, charges, fees (including legal fees and expert fees), disbursements and expenses incurred by the Insured (including where relating to an actual or attempted extradition of an Insured Person, the travelling costs of that Insured Person’s family) in order to mitigate the impact of a Crisis which occurs during the Policy Period.

4.26 Mitigation Costs means those reasonable Costs incurred by an Insured following a Director or Officer of a Policyholder becoming aware of a Wrongful Act to prevent or reduce the amount of any Loss that the Insured demonstrates to the Insurer’s reasonable satisfaction would be covered under Coverage Clauses 1.1, or 1.2 if such a Claim were to be made.

Mitigation Costs shall not mean:

(a) loss of opportunity, revenue or profits to an Insured, or

(b) the Insureds’ normal overheads.

4.27 Official Body means any regulator, government, governmental body, governmental or administrative agency, parliamentary body, self-regulatory body, professional body, authority, royal commission, commission of inquiry, stock exchange or any other person having legal authority to conduct an Inquiry in relation to an Insured.

4.28 Outside Board Director means any Director or Officer, who is, was or becomes a Director or Officer of an Outside entity, at the request or with the consent of an Insured or deemed to be a shadow director of an Outside Entity.

4.29 Outside Entity means:

(a) any legal entity in which any Insured maintains, maintained or proposes to maintain an equity or debt investment;

(b) any legal entity in which an Insured maintains board representation or board advisor or board observer status;

(c) any not-for-profit entity or social enterprise or similar entity whose status as an Outside Entity is agreed by Insurers.

Outside Entity shall not mean:

(a) the Company;

(b) a special purpose vehicle or any equivalent entity established for the purpose of facilitating investments;

(c) any entity that is incorporated or domiciled in the USA or regulated by the U.S. Securities and Exchange Commission (SEC) or provides any services in the USA or is a registered investment advisor with the SEC; or

(d) has any of its Securities listed on any exchange in the USA, Australia or Canada.

4.30 PISP means: a payment initiation service provider, as defined by PSD2.

4.31 Policyholder means the entity specified in Item 1 of the Schedule.

4.32 Policy Period means the original period of time set out in Item 2 of the Schedule and any further extension of such original period agreed by the Insurers and endorsed hereunder.

4.33 Principal Firm means a company which is directly authorised by the Financial Conduct Authority (FCA) to provide the Policyholder with FCA Umbrella services including the authorisation to arrange deals in investments and advise on investments.

4.34 Professional Services means professional financial services that are provided or required to be provided by or on behalf of the Insured to a third party in the normal course of the Company’s business, and for the avoidance of doubt shall include the administrative functions that are necessary in the performance of those services.

4.35 Proposal Form means the proposal form referred to in Item 3 of the Schedule.

4.36 PSD2 means the Second Payment Services Directive.

4.37 Reputational Risk Expense means the reasonable Costs of retaining a public relations firm, crisis management firm or other consulting firm or law firm for the purpose of preventing, containing or minimising any negative publicity or other adverse effects arising out of or in connection with any Claim or Circumstance.

4.38 Retention shall mean the sum specified in Item 6 of the schedule.

4.39 Retroactive Date means the date (if any) specified as such in Item 11 of the Schedule.

4.40 Securities or Similar Written Instrument means any bond, debenture, note, share, stock or other equity or security for debt, including any certificate of interest or participation in, receipt of, warrant or other right to subscribe to or purchase, voting trust certificate relating to, certificate of deposit for, or other interest in any of the foregoing items.

4.41 Strong Customer Authentication means: An authentication based on the use of two or more elements categorised as knowledge (something only the user knows), possession (something only the user possesses) and inherence (something the user is) that are independent, in that the breach of one does not compromise the reliability of the others, and is designed in such a way as to protect the confidentiality of the authentication data

4.42 Submission means the proposal form and / or any other information and documentation submitted by the Policyholder and provided to the Insurers in respect of this Policy.

4.44 Subsidiary means any legal entity, which is not an Outside Entity in which the Company, either directly or indirectly:

(a) holds the majority of the voting rights; or

(b) controls the composition of the board of directors; or

(c) controls alone, pursuant to a written agreement with other shareholders, a majority of the voting rights therein; or

(d) holds more than half of the issued share capital.

4.45 Wrongful Act means:

(a) any error, omission, misstatement, misleading statement, misrepresentation, miscalculation, neglect (including allegations of corporate manslaughter), breach of duty (including breach of fiduciary duty), breach of trust (including breach of constructive trust), breach of contract, breach of statute, breach of the rules or requirements of any Official Body having jurisdiction over the affairs of an Insured, breach of any rules, requirements, breach of confidentiality, breach of warranty of authority, defamation, libel, slander or injurious falsehood whether committed or attempted or allegedly committed or attempted or any liability (whether vicarious or otherwise) for the same. Wrongful Act shall also include any loss, destruction or damage of Documents, including but not limited to Documents of or providing evidence of title or interest in assets of an Insured;

(b) any actual or alleged unfair or wrongful dismissal, discharge or termination of employment, either actual or constructive, employment-related misrepresentation, breach of data protection, failure to employ or promote, deprivation of career opportunities, wrongful discipline, failure to furnish appropriate job references, failure to grant tenure, inappropriate employee evaluation, sexual or workplace or racial or disability harassment of any kind (including a harassing workplace environment), unlawful discrimination (whether direct, indirect, intentional or unintentional), or failure to provide adequate employee policies and procedures against an Insured Person;

(c) any common law fraud or a violation of any statute, regulation or rule that regulates the issue, sale or purchase of Securities, which is alleged by:

(i) any person or entity alleging, arising out of, based upon or attributable to any purchase or sale, offer or solicitation of an offer to purchase or sell any Securities of an Outside Entity, or an Insured;

(ii) a security holder, purchaser or seller of securities of an Outside Entity, or an Insured, with respect to such Security holder’s, purchaser’s or seller’s interest in such Securities; or

(iii) derivatively by an equity Security holder of an Outside Entity, or an Insured on its behalf.

5. Conditions and General Provisions

5.1. Limit of Liability

The total liability of the Insurers for all payments made under this Policy shall not exceed the sums stated in item 4 of the Schedule as separate Limits of Liability for each Coverage Clause, including if exercised Extension 2 (Additional Reporting Period) regardless of the total number or amount of Losses, Claims and claimants in each single Policy Period. Each Coverage Clause is afforded a Limit of Liability which is separate and distinct to the Limit of Liability applicable to the other Coverage Clauses. The Insurers shall be liable to pay the Insured only to the extent that the Loss is in excess of the amount of the Retention applicable to the relevant Coverage Clause (if any), as set out at Item 6 of the Schedule.
Loss, which results from more than one Claim, or series of Claims arising out of the same source or originating cause or from or a related or repeated series of Wrongful Acts, as applicable, shall be considered to be a single Claim for the purposes of this Policy and a single Retention amount (if any) shall apply.

Where a Loss is covered by more than one Coverage Clause, then the largest applicable
Retention shall apply.

The Insurers may at any time choose to pay to the Insured the full or remaining amount of an applicable Limit of Liability (after deduction of any sum or sums including costs already paid by the Insurers) and upon such Limit of Liability being exhausted the Insurers shall be under no further liability under the applicable Coverage Clause and shall (except with respect to any subrogation action) relinquish any further involvement in the conduct and control of any losses, Claims under such Coverage Clause.

5.2. Subrogation

The Insured must provide the Insurer with reasonable assistance and cooperation in securing and enforcing any rights of subrogation and must not surrender any right, or settle any Claim for indemnity, contribution or recovery without the prior consent of the Insurers. The Insurers will be subrogated to all rights of indemnity, contribution or recovery of the Insured in relation to payment of a Claim under this Policy and agree to waive any rights of subrogation against any Insured, except where an Insured Person has admitted to, or been found guilty by final adjudication of, dishonesty or fraud.

5.3. Notification of a Claim or Circumstance

The Insured shall report to the Insurers by way of written notification as soon as reasonably practicable when any director or partner of the Policyholder or an Insured first becomes aware of a Claim and in any event no later than the expiry of the Policy Period or any applicable Additional Reporting Period.

The Insured may at any time during the Policy Period provide a written notification of a Circumstance to the Insurer. A notification of Circumstance should provide reasons for anticipating a Claim and full particulars as to dates, acts and persons involved; any subsequent Claim made against the Insured, either during or after the Policy Period, and any Loss, as applicable, incurred arising from the matters notified as a Circumstance shall be deemed to be a Claim, as applicable, first made against the Insured during the Policy Period.

If for any reason an Insured fails to obtain the Insurers’ advance written consent (which shall not be unreasonably withheld or delayed), an Insured shall still have the benefit of cover for Mitigation Costs where, in all other respects, the Policy requirements are met.

Written notification of Claim and/or Circumstance should be sent to the Insurer at the following address:

Company Limited c/o Company B, 111 Camp. Jones, London, United Kingdom | EC3V 0AU
Email: Company@gmail.com

5.4. Conduct of Defence and Costs

The Insurers shall, subject to the applicable Limits of Liability, pay on behalf of an Insured any Costs relating to any Claim notified by the Insured during the Policy Period or Additional Reporting Period.

The Insurers shall not be liable to pay any Costs unless their prior written consent is obtained to such Costs being incurred. Such consent shall not be unreasonably withheld or delayed by the Insurers and shall in any event be provided within 28 days of the Insured providing written information together with invoices agreed by Insurers as sufficiently detailed. Pending such consent, the Insured shall act as a prudent uninsured and may incur reasonable Costs, for which the Insurers will indemnify the Insured where it is subsequently determined that coverage applies.

The Insured shall be responsible for the handling of any investigation, proceeding or action and the defence of any Claim notified to the Insurers and may appoint law firms, experts and investigators of its own choosing with prior consent from the Insurers. Such consent shall not be unreasonably withheld, or delayed by Insurers. Where there is a material conflict of interest between any Insured Person and any other Insured (including any other Insured Person), the Insurers will accept as reasonable and necessary the retention of separate legal representation for each. The Insurers shall be entitled upon agreement with the Insured, if they so desire, to take over and conduct in the name of the Insured the investigation, defence or settlement of any such matter. The Insured shall co-operate with Insurers and shall give such information and assistance as Insurers may reasonably require. The Insured shall not do anything to prejudice the position of the Insurers.

Where a Wrongful Act has occurred which gives rise to a Claim or amounts to a Circumstance, provided it has obtained a written legal opinion from a law firm appointed with Insurers’ prior consent that it has no reasonable prospect of defending such Claim, an Insured shall not be required to defend or contest the Claim against it or, if no Claim has yet been made, to await such a Claim before settling the matter.

Where an Insured reasonably believes a matter can be settled for an amount within the Retention, the Insured may negotiate the settlement of such matter, including an admission of liability, without the consent of or recourse to the Insurers.

The Insured shall take all reasonable steps to obtain the Insurers’ written prior consent (such consent not to be unreasonably withheld, refused or delayed) to any settlement. If for any reason the Insured fails to obtain the Insurers prior written consent, the Insured shall still have the benefit of coverage under Extension 2.3 Associated Crisis and Mitigation Costs of the

Policy up to the sub limit under Extension 2.3 provided the Insured can establish that the matter falls for coverage under the Policy in all other respects.

If the Insured and the Insurers disagree on the making or accepting of a settlement offer in connection with any Claim they will brief mutually acceptable Queen’s Counsel of the English Bar (or local equivalent) to advise on the nature and extent of such offer in the context of the legal merits of the case. The advice of such Queen’s Counsel (or local equivalent) will be binding on the Insured and the Insurers. Counsel’s fees will be paid by the Insurers and the Policyholder in equal shares.

Where any Loss arising out of or otherwise in connection with a Claim or Circumstance notified under this Policy is covered in part only, the Insured and the Insurers shall negotiate in good faith to agree on a basis for allocation, taking into consideration the relative legal and financial exposures of the parties and the matters involved.

Where there is a dispute in relation to allocation between an Insured and the Insurers, such dispute shall be submitted to mutually acceptable Queen’s Counsel of the English Bar (or local equivalent) whose advice as regards allocation shall be binding on the Insured and the Insurers. Counsel’s fees will be paid by the Insurers and the Policyholder in equal shares.

In circumstances where an Outside Board Director is able to be indemnified for a Claim (in that the Insured Outside Entity, as the case may be, is solvent and there is no legal prohibition preventing such indemnification) but the Insured or Outside Entity does not do so, the applicable Self Insured Retention stated in the Schedule shall be payable to the Insurers by the Policyholder.

5.5. Fraudulent Claims

Where any Insured makes or actively participates in the making of any claim for indemnity under this Policy knowing the same to be false or fraudulent, this Policy shall be void and of no effect whatsoever in respect of the interests of that Insured and all claims or payments for indemnity hereunder by that Insured shall be forfeited. In such event, all premium shall be deemed fully earned and non-refundable.

In no event shall any interest of any other Insured Person under this Policy be affected.

5.6. Non-Avoidance

The Insurers shall not avoid or rescind this Policy or deny any claim for indemnity on the grounds of misrepresentation or failure to disclose material facts, events or circumstances, or breach of warranty, save in the case of fraudulent misrepresentation or fraudulent non- disclosure and then, only against the Insured who is responsible for or an active participant in such fraudulent misrepresentation or fraudulent non-disclosure. The interest of any other Insured Person in this Policy shall not be affected.

If the Insurers allege that a non-disclosure or misrepresentation is fraudulent they will nevertheless continue to perform all their obligations under this Policy until such time as the allegation is proven by final adjudication. Once proven, the Policyholder shall be liable to repay to the Insurers immediately any Claims paid under the Policy to or for the benefit of any Insured who was responsible for or an active participant in the fraudulent misrepresentation or non-disclosure.

5.7. Non-cancellation

This Policy shall not be cancellable by any party other than the Insurers who may cancel this Policy and avoid any cover retrospectively if the premium has not been paid to the Insurers within ninety (90) days of the start of the Policy Period.

5.8. Other Insurance

Where any Loss, Claim and/or Circumstance under this Policy is insured under any other valid policy, this Policy will only provide cover in excess of the amount recoverable from such other insurance policy.

5.9. Priority of Payments

In the event that, during the Policy Period, there is more than one Loss resulting from Claims made against Insureds and the said Claims and/or Losses are subject to the same aggregate Limit of Liability, the Insurers shall:

(a) pay Loss arising from Claims against Insured Persons who are natural persons; then

(b) pay Loss arising under Coverage Clause 1.1 (b); and

(c) only after all payments under Coverage Clauses 1.1 (a) and (b) have been made, and all such Claims finally disposed of, pay any other Losses or Claims from whatever amounts of the aggregate Limit of Liability (if any) remain available.

5.10. Change of Control

In the event of Change of Control this policy shall only apply to Claims alleging Wrongful Acts
or Circumstances occurring or committed prior to the effective date of such Change of Control.

5.11. Policy Interpretation

This Policy, the Schedule and any endorsements constitute a single contract in which, unless the context otherwise requires:

(a) headings are descriptive only, not an aid to interpretation;

(b) singular includes the plural, and vice versa;

(c) the male includes the female and neuter;

(d) references to positions, offices or titles shall include their equivalents in any jurisdiction; and

(e) all references to specific legislation include amendments to and re-enactments of such legislation and equivalent legislation in the relevant jurisdiction.

5.12. Choice of Law and Forum

This Policy shall be construed in accordance with the laws of England and Wales. Any dispute or difference arising out of this Policy which cannot be resolved by agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996.

5.13. Jurisdictional and Geographical limitation

The Insurer will pay covered Claims for and on behalf of an Insured provided that they are brought within the jurisdictional limits as shown in the schedule under Item 7.

The Insurer will pay covered Claims for and on behalf of an Insured provided that they arise out of work performed within the Geographical limits as shown in the Schedule under
Item 8.

5.14. Innocent Insured Protection

No conduct, action, omission or knowledge of any one or more Insured shall be imputed or attributed to any other Insured for the purposes of determining the relevance or application of any Exclusion under this Policy.