CHARTER PARTNERS RISK SERVICES, INC.

(A Vermont Mutual Benefit Company Organized to Act as the Sponsor of and to Participate as a Protected Cell Corporation Within Cooperative Partnership Insurance Company, a Vermont Sponsored Captive Insurance Company)

30 Main Street, Suite 330. Burlington, Vermont 05401

This Information Circular, along with other materials incorporated by reference, provides information regarding Charter Partners Risk Services, Inc. (the “Company”) and its operations to assist you in making a decision as to whether to become a Member of the Company and to participate in the reinsurance program offered by Cooperative Partnership Insurance Company. 

The Company is a Vermont mutual benefit company organized to participate as a protected cell corporation within Cooperative Partnership Insurance Company (the “Sponsored Captive”), a sponsored captive insurance company also organized under the laws of Vermont.  The Sponsored Captive reinsures on behalf of the Company various insurance policies issued by traditional insurers (each a “Primary Insurer”) to the Company’s Members (the “Reinsurance Program”).  The Company’s Members must be accepted for participation in the Company by Charter Partners USA, Inc. (“Charter Partners”) and meet applicable underwriting standards.  Charter Partners’ members are organized into various industry groups. Eligible entities that participate in the Reinsurance Program and contribute surplus to the Company are referred to throughout as “Members.”  See “OWNERSHIP.”  For a Member to participate in the Reinsurance Program, it is required to make a surplus contribution to the Company equal to a certain percentage of the Member’s first year’s gross written premium payable to the issuing insurer(s). Amounts contributed as surplus are accounted for in “Membership Accounts,” the balances of which may be adjusted from time to time by the Board of Directors based on a number of factors.  See “OWNERSHIP.”  The Company recognizes various classes of membership, with each class representing members of a specific industry group within Charter Partners.

THERE ARE SIGNIFICANT RULES AND RESTRICTIONS REGARDING MEMBERSHIP INTERESTS IN THE COMPANY, WHICH ARE GENERALLY NOT TRANSFERABLE.UPON NON-RENEWAL, TERMINATION OR CANCELLATION OF A MEMBER’S ACTIVE STATUS WITH THE COMPANY, THE COMPANY WILL PAY TO THE MEMBER THE BALANCE OF THE MEMBER’S MEMBERSHIP ACCOUNT IN ACCORDANCE WITH THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION AMENDED AND RESTATED BYLAWS, AND MEMBERSHIP AGREEMENT BY AND AMONG THE MEMBERS AND THE COMPANY.SUCH PAYMENTS ARE SUBJECT TO PRE-APPROVAL BY THE VERMONT INSURANCE COMMISSIONER AND MAY BE DEFERRED AND MADE WITHOUT INTEREST. SEE “OWNERSHIP.”

AS A VERMONT-DOMICILED SPONSORED CAPTIVE INSURANCE COMPANY, THE SPONSORED CAPTIVE IS SUBJECT PRIMARILY TO THE INSURANCE LAWS AND REGULATIONS OF THE STATE OF VERMONT.THE SPONSORED CAPTIVE HAS NO CURRENT PLANS TO BE LICENSED IN ANY OTHER JURISDICTION, AND IS NOT ELIGIBLE TO PARTICIPATE IN ANY INSOLVENCY GUARANTY FUND.

THE COMPANY IS SUBJECT TO THE INSURANCE LAWS AND REGULATIONS OF VERMONT APPLICABLE TO INCORPORATED PROTECTED CELLS OF SPONSORED CAPTIVE INSURANCE COMPANIES.THE COMPANY IS NOT LICENSED AS AN INSURANCE COMPANY IN VERMONT OR ANY OTHER STATE, AND IS NOT ELIGIBLE TO PARTICIPATE IN ANY INSOLVENCY GUARANTY FUND.

TO THE EXTENT THIS PROPOSAL MAY BE DEEMED TO INVOLVE AN OFFERING OF SECURITIES IN THE UNITED STATES, IT IS BEING MADE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE FEDERAL SECURITIES ACT OF 1933 AND VARIOUS EXEMPTIONS FROM STATE BLUE SKY LAWS AND THE REGULATIONS THEREUNDER, RESPECTIVELY.NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE SECURITIES REGULATORY AUTHORITY OR THE INSURANCE REGULATORY AUTHORITY OF ANY STATE HAS PASSED UPON OR ENDORSED THE MERITS OF THIS INFORMATION CIRCULAR. NOR HAVE ANY OF THEM RECOMMENDED THE REINSURANCE PROGRAM OR MEMBERSHIP IN THE COMPANY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

ALL REPRESENTATIONS MADE REGARDING MEMBERSHIP IN THE COMPANY AND ITS REINSURANCE PROGRAM ARE LIMITED TO THE INFORMATION CONTAINED IN OR ATTACHED TO THIS INFORMATION CIRCULAR.NO OTHER REPRESENTATIONS HAVE BEEN AUTHORIZED BY THE COMPANY.

The date of this Information Circular is May 23, 2023.

This Information Circular is confidential and is intended only for the use of the person or entity to which it has been delivered by the Company or the Company’s authorized representative, and only for the purpose of such recipient’s consideration of participation in the Reinsurance Program and related contribution of surplus to the Company.  Any other use or dissemination of this Information Circular or the contents hereof is prohibited.