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FORM 51-102F3




Material Change Report





	 	Item 1   	 Name and Address of Company
	 
	 	   	Fairfax Financial Holdings Limited (“Fairfax”)
 95
Wellington Street West, Suite 800 
Toronto, Ontario
M5J 2N7
	 
	 	Item 2   	 Date of Material Change
	 
	 	   	October 28, 2004
	 
	 	Item 3   	 News Release
	 
	 	   	The attached press release was distributed through CCNMatthews on October 28, 2004.
	 
	 	Item 4   	 Summary of Material Change
	 
	 	   	Fairfax has agreed to issue US$300 million of subordinate voting shares (2,406,741
shares) to a number of institutional investors, including Markel Corporation (US$100
million) and Southeastern Asset Management (US$150 million), at US$124.65 per share.
Fairfax intends to use the proceeds of this issue to purchase or redeem outstanding
indebtedness from time to time, based on market conditions, and for general corporate
purposes. Closing of the share issuance is subject to approvals by requisite
regulatory authorities, which are anticipated to be obtained before the end of 2004.
	 
	 	Item 5   	 Full Description of Material Change
	 
	 	   	Please refer to the attached press release for a full description of the material
change.
	 
	 	Item 6   	 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
	 
	 	   	Not applicable.
	 
	 	Item 7   	 Omitted Information
	 
	 	   	No significant facts remain confidential in, and no information has been omitted from,
this report.
	 
	 	Item 8   	 Executive Officer
	 
	 	   	For further information please contact Bradley P. Martin, Vice President, at (416)
367-4941.
	 
	 	Item 9   	 Date of Report
	 
	 	   	November 5, 2004



 









 










FAIRFAX News Release

Stock Symbol: FFH.SV (TSX); FFH (NYSE)



TORONTO, October 28, 2004




US$300 MILLION EQUITY ISSUE




(Note: All dollar amounts in this release are expressed in U.S. dollars.)



Fairfax Financial Holdings Limited has agreed to issue $300 million of subordinate voting
shares (2,406,741 shares) to a number of institutional investors, including Markel Corporation
($100 million) and Southeastern Asset Management ($150 million), at today’s closing price of
$124.65 per share. Fairfax intends to use the proceeds of this issue to purchase or redeem
outstanding indebtedness from time to time, based on market conditions, and for general corporate
purposes.



Closing of this share issuance is subject to approvals by requisite regulatory authorities, which
are anticipated to be obtained before the end of 2004. Fairfax will file a supplement to its
current shelf prospectus with applicable Canadian and U.S. securities regulatory authorities
providing for the issuance of these additional shares.



Prem Watsa, CEO of Fairfax, commented: “Fairfax is raising significant equity at this time because
of its high priority of improving its ratings and deleveraging significantly. A strong financial
position with cash in excess of $600 million after this issue is the best way to handle uncertainty
in our industry and in the economy generally. So when Steven Markel, Vice Chairman of Markel
Corporation, with one of the best insurance company track records, and Mason Hawkins, founding
partner of Southeastern Asset Management, one of our largest shareholders with one of the best
investment track records, offered to buy shares, we took advantage of the opportunity.



The significant flexibility that this equity issue provides the holding company, together with the
disciplined underwriting operations that we have built, our runoff expertise and our investment
acumen, will allow us to recoup the 5% dilution to book value quite easily.”



Steven Markel, Vice Chairman of Markel Corporation, stated: “We have known Prem Watsa for more
than 19 years, and we have the utmost confidence in Prem and his management team. We are delighted
to participate in this capital raising, as we believe Fairfax is well on its way to increased
profitability. This is among the largest equity investments that our company has ever made, and we
expect that this transaction will produce the classic “win-win” for Markel and Fairfax.”



Mason Hawkins, founding partner of Southeastern Asset Management, added: “We welcome the
opportunity to increase our investment in Fairfax and are delighted to be investing alongside
Markel Corporation. In our many years of investing, we haven’t
found or invested in any insurance company we respect more than Markel, both in terms of
underwriting excellence and


 









 






integrity at the top. A premier underwriter such as Markel making such a large investment in
Fairfax is the ultimate statement about Fairfax’s business, management, balance sheet, and future
opportunity. This investment increases Fairfax’s financial flexibility and will allow the company
to maximize the growth in its intrinsic value per share over the next decade.”



Fairfax and Markel have also begun to explore opportunities for mutually beneficial transactions,
including possible terms for a strategic alternative for Markel’s French reinsurance subsidiary.



Consistent with common practice, Fairfax will be filing an amendment to its current base shelf
prospectus to restore the amount of securities which may be offered thereunder to $750 million.



A copy of the final prospectus supplement and related base shelf prospectus may be obtained from
Bradley P. Martin, 95 Wellington Street West, Suite 800, Toronto, Canada M5J 2N7, phone: (416)
367-4941.



This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction.



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




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	For further information contact:

	 	Bradley P. Martin, Vice President, at (416) 367-4941












FAIRFAX FINANCIAL HOLDINGS LIMITED

95 Wellington Street West, Suite 800, Toronto Ontario M5J 2N7 Telephone 416/367 4941 Telecopier 367 4946