Fidelity & Guaranty Life (FGL)

[Enterprising Investor]

Shareholder vote is not required.

On November 8, 2015, FS Holdco II Ltd. (the “Majority Stockholder”), a wholly-owned subsidiary of HRG Group, Inc. (“HRG”) and direct holder of 47,000,000 shares of Company Common Stock representing approximately 80.7% of the outstanding shares of Company Common Stock, delivered a written consent adopting, authorizing, accepting and approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Written Consent”).