Zenith Shareholders Approve Merger With Fairfax

April 30, 2010

Fairfax Financial Holdings Ltd. announced that Zenith’s shareholders voted (by 98.9 percent of the votes cast) in favor of Fairfax’s acquisition of Zenith for $38 cash per share. The merger remains subject to approval by the California Department of Insurance and the satisfaction or waiver of other customary closing conditions, and is expected to close in the second quarter of 2010.

“We are pleased that Zenith shareholders have overwhelmingly supported this transaction,” said Prem Watsa, Chairman and CEO of Fairfax. “As previously announced, Zenith will continue to operate its business, under the excellent leadership of Stanley Zax, president and CEO, exactly as it has always be run, except that, as at all of Fairfax’s operating subsidiaries, investments will be managed centrally by Fairfax.”

Fairfax is a financial services holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management.

The deal is expected to make Fairfax will be the seventh-largest workers’ compensation insurer in the state, on a pro forma basis, based on analysis of SNL’s 2008 statutory market share data.

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