The board of directors, without shareholder approval, can issue preferred shares with voting and
conversion rights that could adversely affect the voting power of the holders of common shares. This right of issuance could be used as a method of preventing a party from gaining control of us. All preferred shares outstanding upon the consummation
of any offering will be legally issued, fully paid and nonassessable.
In May 2020, we issued 600,000 6.00% Fixed-Rate Reset Non-Cumulative Series A preferred shares, with no par value and a liquidation preference of $1,000 per share. Certain terms of the Series A preferred shares are described below and the full terms of the Series A
preferred shares are set forth in Article IVA of our articles of incorporation.
The Series A preferred shares are not convertible into, or
exchangeable for, our common shares or any other class or series of shares or other securities of Markel Group. The Series A preferred shares have no stated maturity and are not subject to any sinking fund, retirement fund or purchase fund or other
obligation of us to redeem, repurchase or retire the Series A preferred shares.
We have the option to redeem the Series A preferred shares:
(a) in whole but not in part, at any time, within 90 days after the occurrence of a rating agency event, at $1,020 per Series A preferred share, plus accrued and unpaid dividends, (b) in whole but not in part, at any time,
within 90 days after the occurrence of a regulatory capital event at $1,000 per Series A preferred share, plus accrued and unpaid dividends, or (c) in whole or in part, on June 1, 2025, or every fifth anniversary of that date,
at $1,000 per Series A preferred share, plus accrued and unpaid dividends. A rating agency event means that any nationally recognized statistical rating organization that publishes a rating for Markel Group amends, clarifies or changes
the criteria it uses to assign equity credit to securities like the Series A preferred shares, which results in shortening the length of time that the Series A preferred shares are assigned a particular level of equity credit or in the lowering of
the equity credit assigned to the preferred shares. A regulatory capital event means that we become subject to capital adequacy supervision by a capital regulator and determines that, under such capital adequacy guidelines, the
liquidation preference amount of the Series A preferred shares would not qualify as capital.
The Series A preferred shares rank senior to our
common shares with respect to the payment of dividends and liquidation rights. Holders of the Series A preferred shares will be entitled to receive non-cumulative cash dividends, when, as and if declared by
the board of directors, from the original issue date, semi-annually in arrears on the first day of June and December of each year. We accrue dividends when they are declared by the board of directors. To the extent declared, these dividends will
accrue, on the liquidation preference of $1,000 per share, at a fixed annual rate of 6.00% from the original issue date to June 1, 2025. After June 1, 2025, the dividend rate will reset every five years and accrue at an annual rate equal
to the five-year U.S. Treasury Rate as of two business days prior to the reset date, plus 5.662%. Dividends will not be cumulative and will not be mandatory. Accordingly, if dividends are not declared for any dividend period, then dividends for that
dividend period will cease to accrue and will not be payable. If any Series A preferred shares remain outstanding for any dividend period, unless the full dividends for the latest completed dividend period on all outstanding Series A preferred
shares have been paid, we may not (i) declare or pay a dividend on our common shares or (ii) purchase, redeem or otherwise acquire for consideration any common shares, subject to certain exceptions.
Holders of the Series A preferred shares have no voting rights, except with respect to certain fundamental changes in the terms of the Series A
preferred shares, in the case of certain dividend non-payments and as otherwise required by applicable law. If dividends on the Series A preferred shares are not declared and paid for three dividend periods,
whether or not for consecutive dividend periods, holders of the outstanding Series A preferred shares will be entitled, subject to certain terms and limitations, to vote for the election of two additional directors.
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