Management Liability Insurance

Contents

• About This Policy

• Distribution and Regulatory Note

• Schedule

• 1 — Definitions

• Section A — Directors' and Officers' Liability

• Section B — Company Liability

• Section C — Employment Practices Liability

• Section D — Statutory Liability

• Section E — Crime

• Section F — General Exclusions

• Section G — How Much We Will Pay

• Section H — Your Obligations

• Section I — General Conditions

• Endorsement Library

About This Policy

This is a modular policy. Your schedule shows which sections are operative — you may have all five sections or only some. Each section covers a different type of risk:

• Section A — Directors' and Officers' Liability

• Section B — Company Liability

• Section C — Employment Practices Liability

• Section D — Statutory Liability

• Section E — Crime

This policy, together with your schedule and any endorsements, forms your contract of insurance with us. Words shown in bold have special meanings — you will find their definitions in Section 1.

If a claim involves more than one section: We will cover it under the section that gives you the most favourable cover. We will not pay twice for the same loss under different sections. The limit of liability, any sub-limit, and the excess of the section selected under this rule are the ones that apply to that claim. Payment under that section reduces only that section's limit of liability and the overall aggregate limit of liability — not the limit of any other section (see G.3).

Before this policy was entered into, you were given written notice, as required by section 40(1) of the Insurance Contracts Act 1984 (Cth), of the effect of section 40(3) (see H.2).

Distribution and Regulatory Note

For issuing insurers and distributors — not an operative policy term.

This wording is designed for SME and private-company management liability risks. Some entities that acquire this product may meet the "retail client" test under section 761G of the Corporations Act 2001 (Cth) and regulation 7.1.11 of the Corporations Regulations 2001 (Cth) — broadly, businesses below the employee-count and other thresholds in those provisions — notwithstanding the commercial nature of the risk.

Before distributing this wording, the issuing insurer or its authorised distributor should:

• determine, for each prospective insured, whether the client meets the retail client test;

• where the retail client test is met, prepare and maintain a Target Market Determination (TMD) and Product Disclosure Statement (PDS) that comply with Part 7.8A and Part 7.9 of the Corporations Act 2001 (Cth) before offering or issuing this product to that client; and

• where this wording is intended for wholesale clients only, state that restriction expressly in the issuer's own distribution materials and schedule documentation — this wording does not itself impose or declare a wholesale-only restriction.

This note is drafting guidance for adopters of the Meridian Commons wording. It is not a substitute for the issuer's own Design and Distribution Obligations compliance program, and not legal advice.

Schedule

(Completed separately for each policy — contains your specific details)

The schedule shows:

• Who is insured (the named insured and any subsidiary)

• The policy period (start and end dates)

• Which sections are operative (marked "Included")

• The retroactive date (if any) for each section (see 1 Definitions — Retroactive date)

• The prior and pending date, if different from the start of the policy period

• The limit of liability for each section, and the overall aggregate

• Any sub-limits

• The excess for each section

• The governing law (the Australian state or territory)

• The premium (including stamp duty and GST)

• Any endorsements

1 Definitions

These definitions apply throughout this policy, except where a section states its own definition that displaces a general definition for that section (for example, Crime Loss in Section E displaces Loss). Some sections have additional definitions specific to that section — you will find these at the start of the relevant section.

A Directors' and Officers' Liability

This section must be marked "Included" in the schedule to be operative.

What Is Covered

A.1 Personal Liability of Directors and Officers

If a claim is first made against an insured person during the policy period for a wrongful act in their capacity as a director or officer of the company, we will pay:

(a) any loss the insured person becomes personally liable to pay; and

(b) defence costs.

A.2 Company Reimbursement

Where the company is legally permitted to indemnify an insured person and has done so, we will reimburse the company for the amount it has paid.

A.3 Direct Payment

Where the company is legally permitted to indemnify an insured person but has not done so — for example, because the company is insolvent or has refused to indemnify — we will pay the insured person directly.

A.4 Non-Indemnifiable Loss

Where the company is not legally permitted to indemnify an insured person (for example, where indemnification is prohibited by section 199A of the Corporations Act 2001), we will pay the insured person directly. This cover operates as a separate protection for the insured person and cannot be reduced by the company's actions or financial position.

See also D.9 (Corporations Act sections 199A and 199B), which applies wherever a claim under this policy involves a civil penalty order, compensation order, or related proceeding under the Corporations Act 2001.

Extensions — Section A

A.5 Retired Directors and Officers

If an insured person retires, resigns, or otherwise ceases to hold office during or before the policy period, this section continues to cover claims first made against them for up to 72 months after the end of the policy period, at no additional premium — provided:

(a) the claim arises from a wrongful act committed while they held office; and

(b) no other directors' and officers' insurance is available to them.

A.6 Spouse, Estate, and Legal Representative

If an insured person dies, becomes incapacitated, or is made bankrupt, we will cover their spouse, domestic partner, estate, or legal representative for any claim that would have been covered if made against the insured person personally.

We will not cover any wrongful act of the spouse, estate, or legal representative themselves.

A.7 ASIC Investigation Costs

We will pay an insured person's defence costs in responding to a formal investigation or examination by ASIC into their conduct as a director or officer, even if no claim has yet been made.

An increased sub-limit for ASIC investigation costs is available by endorsement — see E05.

A.8 Extradition Costs

If an insured person faces extradition proceedings in connection with a wrongful act that would be covered by this section, we will pay their defence costs in resisting extradition.

A.9 Kidnap Response Costs

If an insured person is kidnapped, illegally detained, or subject to a threat of kidnap in connection with their role as a director or officer, we will pay the reasonable costs of crisis response, including negotiation, communication, travel, and security consulting.

A.10 Loss of Earnings — Attending Proceedings

If an insured person is required to attend court, a tribunal, a regulatory hearing, or an examination in connection with a claim covered by this section, we will pay $500 per day or part-day of attendance.

A.11 Public Relations Costs

Following a claim covered by this section, we will pay the reasonable costs of engaging a public relations consultant to protect or restore the personal reputation of an insured person.

What Is Not Covered — Section A

A.12 Deliberate and Dishonest Acts

We do not cover any claim arising from any deliberately dishonest, fraudulent, or criminal act by the insured person — but only after a final adjudication establishes that the conduct occurred.

Until that point, we will continue to advance defence costs.

We will still cover any insured person who did not personally commit, participate in, or know about the dishonest conduct. This protection applies separately to each insured person.

A.13 Personal Profit

We do not cover any claim for any personal profit or advantage gained by the insured person to which they were not legally entitled — but only after a final adjudication establishes that the profit was improperly gained.

A.14 Prior Known Matters

We do not cover any claim arising from any wrongful act, fact, matter, or circumstance that the insured person knew about before the start of this policy period and that they knew, or ought reasonably to have known, might lead to a claim.

This is the prior-knowledge test that applies to claims under this Section A. F.7 (Prior and Pending Matters) is a general backstop exclusion for other sections and for pending proceedings generally, and does not impose a different knowledge test on a Section A claim.

A.15 Insured Versus Insured

We do not cover any claim brought by one insured against another insured — except for:

(a) a claim brought by a liquidator, administrator, receiver, or similar officer appointed to the company;

(b) a claim brought by an employee under Section C (Employment Practices Liability);

(c) a claim brought by a whistleblower; and

(d) a cross-claim or contribution claim arising from a claim first brought by an independent third party.

A.16 Related Party Claims

We do not cover any claim brought by any person or entity that holds:

(a) 15% or more of the issued shares or voting rights of the company or any parent entity (the same threshold used in E.6 for Section E); or

(b) an equivalent executive or managerial interest — meaning a role, such as chief executive officer or an equivalent position, carrying authority to control or materially influence the company's management —

except where the claim is brought by a liquidator, administrator, or receiver of that entity.

A.17 Major Transactions

We do not cover any claim arising from an initial public offering, listing on a securities exchange, scheme of arrangement, or any transaction that results in the company becoming a publicly listed entity.

This exposure requires a listed company D&O policy.

A.18 Professional Services

We do not cover any claim for errors or omissions in professional advice or services provided by the insured person to a third-party client. This is the domain of professional indemnity insurance.

However: this exclusion does not apply to the insured person's oversight, supervision, or governance of the company's professional services business. For example, if a director is sued for failing to implement adequate quality controls across the firm, that is a governance claim covered by this section.

A.19 Bodily Injury and Property Damage

We do not cover any claim arising from death, bodily injury, or physical damage to tangible property — except for:

(a) defence costs incurred in WHS proceedings (covered under Section D if operative); and

(b) mental injury, emotional distress, or psychological harm arising from an employment practices wrongful act (covered under Section C if operative).

A.20 War, Terrorism, Sanctions, and Nuclear

We do not cover any claim arising from war, terrorism, sanctions, or nuclear risks — as described in the General Exclusions at Section F.

B Company Liability

This section must be marked "Included" in the schedule to be operative.

What Is Covered

B.1 Entity Cover

If a claim is first made against the company during the policy period for a wrongful act of the company itself (not arising from professional services provided to third-party clients), we will pay:

(a) any loss the company becomes legally liable to pay; and

(b) defence costs.

This covers the company's own liability for matters such as:

• misleading or deceptive conduct in its own business affairs (not in the provision of services to clients);

• breach of competition or consumer law in its own business dealings;

• breach of a duty owed to a shareholder or member; and

• wrongful conduct in connection with a corporate transaction (merger, acquisition, restructure).

Extensions — Section B

B.2 Tax Audit Costs

If the ATO or a state revenue authority commences a formal audit of the company during the policy period, we will pay the reasonable costs of your accountant in responding to the audit.

This does not cover any tax, interest, or penalty payable as a result of the audit.

B.3 Public Relations Costs

Following a claim covered by this section, we will pay the reasonable costs of engaging a public relations consultant.

What Is Not Covered — Section B

All exclusions from Section A apply to this section, plus:

B.4 Professional Services

We do not cover any claim for errors or omissions in professional advice or services provided by the company to third-party clients.

This exposure is covered under professional indemnity insurance.

B.5 Product Liability

We do not cover any claim arising from the design, manufacture, supply, distribution, sale, or recall of any tangible product.

B.6 Contractual Liability

We do not cover any claim for any liability assumed under a contract that is greater than the liability the company would have at law without the contract.

B.7 Cyber Event

We do not cover any claim arising from or in connection with a cyber event.

This exposure is covered under cyber insurance.

C Employment Practices Liability

This section must be marked "Included" in the schedule to be operative.

Additional Definitions — Section C

What Is Covered

C.1 Employment Practices Claims

If a claim is first made against any insured during the policy period for an employment practices wrongful act, we will pay:

(a) any loss the insured becomes legally liable to pay as compensation; and

(b) defence costs.

This covers claims brought by current, former, or prospective employees, and by third parties such as unions, the Fair Work Commission, the Fair Work Ombudsman, or the Australian Human Rights Commission.

Extensions — Section C

C.2 Fair Work Proceedings

We will pay your defence costs in any proceedings before the Fair Work Commission, Fair Work Ombudsman, or the Australian Human Rights Commission arising from an employment practices wrongful act, even if the proceedings do not constitute a claim as defined.

C.3 Workplace Mediation Costs

If a workplace dispute arises that has not yet become a claim, and you engage a qualified mediator to resolve it, we will pay the reasonable mediation costs — with our prior consent.

C.4 Employee Counselling Costs

If an employment practices wrongful act causes psychological harm to an employee (whether or not a claim has been made), we will pay the reasonable costs of professional counselling for the affected employee, up to 12 sessions.

What Is Not Covered — Section C

C.5 Workers' Compensation

We do not cover any claim that is covered or ought to be covered by any workers' compensation, workplace injury, or accident compensation scheme, whether statutory or contractual.

C.6 Employment Entitlements

We do not cover any claim for wages, salary, overtime, leave entitlements, superannuation contributions, or any other amount that you were legally obliged to pay in the ordinary course of the employment relationship — as distinct from compensation for a wrongful act.

We cover damages for wrongful dismissal, but not underpaid wages that triggered the complaint.

C.7 Industrial Action

We do not cover any claim arising from any industrial action, lockout, strike, or collective bargaining dispute.

C.8 Deliberate and Dishonest Acts

We do not cover any claim arising from an employment practices wrongful act that the insured deliberately committed with the knowledge that it was unlawful — but only after a final adjudication establishes this. Until that point, we will advance defence costs.

The severability principle applies: we will still cover any insured who did not personally commit or know about the deliberate conduct.

D Statutory Liability

This section must be marked "Included" in the schedule to be operative.

What Is Covered

D.1 Statutory Proceedings

If a prosecution, proceeding, or enforcement action is brought against any insured during the policy period under any Australian federal, state, or territory statute in connection with the operations of the company, we will pay:

(a) insurable fines and penalties; and

(b) defence costs.

This is subject to D.6 (Uninsurable Penalties) and D.9 (Corporations Act sections 199A and 199B), which restrict cover for specific proceedings, including those listed in the table below.

This covers proceedings under legislation including (but not limited to):

D.2 WHS Defence Costs — Priority Cover

We will advance defence costs for WHS prosecutions immediately upon notification, without requiring a formal coverage determination first. WHS prosecutions move quickly and the consequences are severe — we will not delay your defence.

An increased sub-limit for WHS defence costs is available by endorsement — see E04.

Extensions — Section D

D.3 Environmental Clean-Up Costs

If a regulator orders you to remediate environmental contamination arising from a wrongful act covered by this section, we will pay the reasonable clean-up costs — provided the contamination was not expected or intended by you.

D.4 Extradition Costs (Regulatory)

If an insured person faces extradition in connection with a statutory offence that would be covered by this section, we will pay their defence costs in resisting extradition.

What Is Not Covered — Section D

D.5 Criminal Conduct

We do not cover fines or penalties arising from conduct that is determined by a final adjudication to be intentionally criminal — but we will advance defence costs until that determination is made.

We will still cover the company and any insured person who did not personally commit, participate in, or know about the criminal conduct. This protection applies separately to each insured person.

D.6 Uninsurable Penalties

We do not cover any fine, penalty, or amount that is not insurable at law in the relevant jurisdiction. This includes (without limitation):

(a) fines and penalties for offences under the Work Health and Safety Act 2011 (and state and territory equivalents), which statute prohibits insuring in New South Wales, Victoria and Queensland (and which position is converging toward a national prohibition); and

(b) any pecuniary penalty order, compensation order, or related defence costs that section 199B of the Corporations Act 2001 prohibits us from insuring — see D.9.

Australian law generally permits the insurance of civil penalties but not criminal penalties. Where insurability is uncertain, we will pay defence costs and resolve the question in consultation with you and your legal advisors.

D.7 Tax and Revenue

We do not cover the underlying tax, duty, or revenue liability itself — only the penalties and defence costs are covered.

D.8 Workers' Compensation Premiums

We do not cover any workers' compensation premium, levy, or contribution.

D.9 Corporations Act 2001 — Sections 199A and 199B

Section 199A of the Corporations Act 2001 restricts the circumstances in which the company may indemnify an insured person. Section 199B separately prohibits the company from paying, and prohibits us from providing, insurance in respect of a liability of an insured person for a pecuniary penalty order or compensation order made under the Act's civil penalty provisions, and in respect of certain legal costs where the person is ultimately found to have contravened those provisions.

This clause applies wherever a claim under any section of this policy involves a civil penalty proceeding, criminal proceeding, or compensation order proceeding under the Corporations Act 2001 — including a claim allocated to Section A under the "most favourable cover" rule in About This Policy.

(a) we will pay insurable fines, penalties and defence costs only to the extent permitted by section 199B and any other applicable law;

(b) we will advance defence costs as they are incurred, on the same basis as G.4 (Defence Costs); and

(c) if the insured person is convicted of an offence, or a court makes a declaration of contravention against them and does not grant relief under section 1317S or section 1318 of the Corporations Act 2001, you and the insured person must repay any defence costs we have advanced in connection with that finding, to the extent section 199B prohibits us from paying them.

E Crime

This section must be marked "Included" in the schedule to be operative.

Additional Definitions — Section E

What Is Covered

E.1 Employee Dishonesty

If during the policy period you discover that an employee has caused you a Crime Loss through a dishonest act, we will pay the Crime Loss.

This covers:

(a) theft of money, securities, or tangible property by an employee;

(b) fraudulent alteration or forgery of documents, cheques, or electronic records by an employee;

(c) fraudulent electronic funds transfer by an employee; and

(d) deliberate destruction of property or data by an employee with the intent to conceal a dishonest act.

You must discover the loss during the policy period and notify us within 60 days of discovery.

E.2 How We Calculate the Crime Loss

We will calculate the Crime Loss by deducting from the amount you have lost:

(a) any money or property recovered from the employee or any third party;

(b) any amounts the employee owes you (whether or not related to the dishonest act); and

(c) the value of any property of the employee that you hold.

Extensions — Section E

E.3 Forensic Accounting Costs

We will pay the reasonable costs of engaging a forensic accountant to determine the extent of a Crime Loss covered by this section, with our prior consent.

E.4 Reconstitution of Records

If an employee destroys or alters your financial records to conceal a dishonest act, we will pay the reasonable costs of reconstructing those records.

Section E can be extended to cover social engineering fraud and third-party (non-employee) dishonesty by endorsement — see E07 and E08.

What Is Not Covered — Section E

E.5 Indirect and Consequential Loss

We do not cover loss of income, loss of profit, business interruption, or any indirect or consequential loss arising from the dishonest act — these are not part of the Crime Loss; only the direct financial loss is covered.

E.6 Directors' and Officers' Dishonesty

We do not cover a dishonest act committed by an insured person who is a director or officer and also a shareholder holding 15% or more of the company's issued shares.

E.7 Discovered Before This Policy

We do not cover any Crime Loss arising from a dishonest act that you discovered, or ought reasonably to have discovered, before the start of this policy period.

E.8 Trading Losses

We do not cover Crime Loss arising from trading, whether authorised or unauthorised, in shares, securities, commodities, derivatives, or other financial instruments — even if the trading was dishonest.

Other Provisions — Section E

E.9 Extended Discovery Period

If this policy is not renewed for any reason other than replacement by another crime or management liability policy providing equivalent cover, or is cancelled by you or by us, and the non-renewal or cancellation is not caused by non-payment of premium, you have an automatic Extended Discovery Period of 90 days after the end of the policy period to discover and notify us of a dishonest act that occurred before the end of the policy period.

You may purchase an Extended Discovery Period of up to 36 months for an additional premium, on the same basis as I.6 (Extended Reporting Period). You must request this within 30 days of the end of the policy period. Where you have purchased an extension under both this clause and I.6, the longer period applies to a Crime Loss.

This clause does not extend the period during which a dishonest act must have occurred — only the period to discover and notify it.

F General Exclusions

The following exclusions apply to all operative sections of this policy.

F.1 War and Terrorism

We do not cover any claim, loss, or liability arising from:

(a) war (whether or not declared), invasion, hostilities, rebellion, revolution, insurrection, civil unrest, or the use or usurpation of military power, or any similar belligerent act; or

(b) terrorism, as defined by any relevant Australian or foreign law.

F.2 Sanctions

We will not provide any cover, or make any payment, to the extent that doing so would expose us to enforcement action under:

(a) the Autonomous Sanctions Act 2011 (Cth) or the Charter of the United Nations Act 1945 (Cth); or

(b) as a deliberate scope choice consistent with our reinsurance and banking arrangements, the trade or economic sanctions law of the United Nations, the United States of America, the United Kingdom, or the European Union.

Where these regimes conflict, the Australian sanctions regime at (a) governs the availability of cover under this policy; (b) is applied only to the extent it does not require us to act inconsistently with Australian law.

F.3 Nuclear

We do not cover any claim, loss, or liability arising from nuclear reaction, radiation, or radioactive contamination.

F.4 Asbestos

We do not cover any claim, loss, or liability arising from or in connection with asbestos in any form.

F.5 Pollution — General

We do not cover any claim, loss, or liability arising from pollution or contamination — except:

(a) defence costs in statutory proceedings relating to pollution (covered under Section D if operative); and

(b) environmental clean-up costs (covered under Section D.3 if operative).

F.6 US / Canada Jurisdiction

We do not cover any claim brought or maintained in a court in the United States of America or Canada, or any claim to enforce a judgment of such a court — unless the US/Canada jurisdiction endorsement has been purchased and is shown in the schedule.

F.7 Prior and Pending Matters

We do not cover any claim arising from any proceeding, investigation, or dispute that was pending, or any fact or circumstance that was known to the insured person seeking cover, on or before the date shown as the "prior and pending date" in the schedule (or, if not stated, the retroactive date for the relevant section, or if no retroactive date applies, the start date of this policy period).

This exclusion applies to each insured person individually and does not affect cover for an insured person who did not have that knowledge — the severability principle at I.2 applies to this exclusion.

This is a general backstop exclusion. Where a specific section of this policy (for example, A.14 Prior Known Matters) states its own prior-knowledge test for that section, the section-specific test applies in place of this clause for claims under that section.

G How Much We Will Pay

G.1 Section Limits

The most we will pay for all claims, Crime Losses, and defence costs combined under each section during the policy period is the section limit of liability shown in the schedule.

G.2 Overall Aggregate

The most we will pay across all sections combined during the policy period is the overall aggregate limit of liability shown in the schedule.

G.3 Sub-Limits

Sub-limits are included within the section limit of liability and the overall aggregate — not in addition to them — unless the schedule states otherwise.

Where a claim is covered under more than one section under the "most favourable cover" rule in About This Policy, the limit, sub-limit and excess of the section selected apply to that claim, and payment erodes only that section's limit of liability and the overall aggregate under G.2 — not the limit of any other section.

G.4 Defence Costs

Defence costs are included within the limit of liability for each section. We will advance defence costs as they are incurred. If it is later established that a claim is not covered, you must repay any defence costs we have advanced for the uncovered portion.

An option to remove defence costs from the limit of liability, so that defence costs are payable in addition to the limit, is available by endorsement — see E02.

G.5 Priority of Payment

If the limit of liability for any section is or may be insufficient to cover all amounts payable, we will give priority to paying the personal liability and defence costs of insured persons before paying amounts owed to or on behalf of the company.

This protects individual directors and officers when resources are limited.

A Side A Difference in Conditions extension, which can convert Section A into excess/standalone Side-A cover for individuals, is available by endorsement — see E06.

G.6 Allocation

If a claim involves both covered and uncovered matters, or both covered and uncovered parties, we will work with you to agree a fair allocation between the covered and uncovered portions. If we cannot agree, the allocation will be determined by a senior counsel agreed by both parties, or failing agreement, appointed by the President of the relevant state or territory Law Society. Until the allocation is agreed or determined, we will advance defence costs for the portion we agree is covered.

G.7 Excess

You must pay the excess shown in the schedule as the first part of each claim or Crime Loss.

See G.10 (Excess Waivers) for the circumstances in which the excess does not apply.

G.8 Other Insurance

If you have other insurance that covers the same loss, this policy will pay only the amount that exceeds what is payable under the other insurance — unless the other insurance states that it is excess over this policy. However: Section A (Directors' and Officers' Liability) is always primary for the personal liability of insured persons — we will not require an insured person to claim under any other policy first.

G.9 Reinstatement After Recovery

If we pay a claim and later recover any amount from a third party, we will reinstate the limit of liability by the amount recovered (less recovery costs), up to the original limit of liability.

G.10 Excess Waivers

The excess does not apply to:

(a) defence costs incurred by an insured person under Section A where the company has not indemnified them;

(b) defence costs for WHS prosecutions under Section D.2; and

(c) the extensions at Sections A.5, A.6, A.9, and C.4.

H Your Obligations

This Section states your obligations when a claim is made, and when you discover a Crime Loss under Section E. Except where Section E states a different timeframe or process (see E.1 and E.9), the obligations below — in particular H.4 (Cooperate With Us), H.5 (Mitigate Your Loss), and H.6 (Preserve Our Recovery Rights) — apply equally to a claim and to a Crime Loss.

H.1 Notify Us of Claims

Tell us in writing as soon as reasonably practicable after you become aware that a claim has been made. Provide:

(a) who is making the claim and what they are alleging;

(b) which insured is the subject of the claim;

(c) when you first became aware of the claim;

(d) details of the wrongful act involved; and

(e) your estimate of the potential value (if you can).

H.2 Notify Us of Circumstances

Tell us in writing during the policy period if you become aware of any fact, matter, or circumstance that might reasonably be expected to give rise to a claim. Any claim that later arises from notified circumstances will be treated as if first made during this policy period (see Insurance Contracts Act 1984 (Cth) s.40(3)).

Examples of things you should tell us about:

• A former employee has engaged a lawyer and is alleging unfair dismissal.

• SafeWork has commenced a formal investigation into a workplace incident.

• A shareholder has expressed serious dissatisfaction with a board decision and has threatened legal action.

• You have discovered that an employee may have been stealing from the company.

• ASIC has issued a notice requiring documents or attendance at an examination.

H.3 Do Not Admit Liability

Do not admit liability, make any offer to settle, or agree to pay any amount without our written consent. We will not unreasonably withhold or delay our consent.

H.4 Cooperate With Us

Give us all information, documents, and assistance we reasonably need.

H.5 Mitigate Your Loss

Take all reasonable steps to prevent or reduce any loss.

H.6 Preserve Our Recovery Rights

Do not do anything that might prejudice our right to recover from any third party.

H.7 Section 54 — Your Statutory Protection

Under the Insurance Contracts Act 1984 (Cth), we generally cannot refuse your claim solely because of something you did or failed to do after the policy started — unless that act or omission caused or contributed to the loss, or unless it prejudiced our interests. Where it prejudiced our interests, we may reduce our payment by a fair amount that reflects the prejudice.

This means, for example, that if you notify a claim late but the late notification did not prejudice us, we will still pay the claim.

I General Conditions

I.1 Your Duty of Disclosure

Before you enter into this policy, and before you renew, extend, or vary it, you have a duty to tell us anything you know (or could reasonably be expected to know) that would be relevant to our decision to insure you and on what terms.

You do not need to tell us about matters that reduce the risk, that are common knowledge, that we know or should know as an insurer, or that we have told you we do not need to know.

I.2 Severability and Non-Imputation

Severability: The conduct of one insured person will not be attributed to any other insured person for the purposes of determining cover under this policy. Each insured person is treated as if they have their own separate policy.

Non-imputation: When assessing the company's duty of disclosure, we will only consider knowledge held by the persons who were responsible for the company's insurance arrangements. Knowledge held by other insured persons will not be imputed to the company.

I.3 Cancellation

By you: Cancel at any time by telling us in writing. We will refund the premium for the unexpired portion, less any amounts paid or reserved.

By us: We may only cancel this policy on grounds permitted by the Insurance Contracts Act 1984 (Cth) s.60. Where we are entitled to cancel, we will give you written notice as required by s.59, and will refund the premium for the unexpired portion proportionally.

I.4 Newly Acquired Subsidiaries

If during the policy period you acquire or create a new subsidiary, it is automatically covered for 60 days from the date of acquisition — provided its annual revenue does not exceed $10,000,000 and its activities are similar to yours. You must tell us within 60 days. We may adjust the premium or terms.

I.5 Continuous Cover

If a claim is made during this policy period and arises from a wrongful act that should have been notified under a previous management liability policy, and you did not know about it at the time, and you had continuous management liability cover between the wrongful act and the start of this policy period — we will cover the claim subject to the terms and limits of this policy.

This clause does not extend cover to a wrongful act that occurred before the retroactive date (if any) shown in the schedule for the relevant section. This clause applies to claims under Sections A to D. For Section E (Crime), see E.7 (Discovered Before This Policy) and E.9 (Extended Discovery Period).

I.6 Extended Reporting Period

If this policy is not renewed, or is cancelled by you or by us, for any reason other than replacement by another management liability policy providing equivalent cover, and the non-renewal or cancellation is not caused by non-payment of premium, you have an automatic Extended Reporting Period of 90 days after the end of the policy period to notify us of any claim arising from a wrongful act that occurred during or before the policy period.

You may purchase an Extended Reporting Period of up to 36 months for an additional premium. You must request this within 30 days of the end of the policy period.

This clause does not extend the policy period or reinstate the limit of liability — it extends only the time to notify a claim arising from a wrongful act that occurred before the end of the policy period.

This Extended Reporting Period applies to claims under Sections A to D. For Section E (Crime), see E.9 (Extended Discovery Period), which is a separate, equivalent mechanism keyed to discovery rather than to a claim.

I.7 Governing Law and Jurisdiction

This policy is governed by the laws of the Australian state or territory shown in the schedule as the governing law at the start of the policy period.

The parties submit to the non-exclusive jurisdiction of the courts of that state or territory, and of courts competent to hear appeals from them.

I.8 GST

When we pay a claim or loss, we will reduce our payment by any input tax credit you are entitled to claim. Tell us the extent of your entitlement.

I.9 Several Liability

If more than one insurer is shown in the schedule, each is responsible only for its own share.

I.10 Assignment

You cannot transfer this policy without our prior written consent.

I.11 Entire Agreement

This policy, the schedule, and any endorsements form the entire agreement between you and us.

I.12 Disputes and Complaints

Contact us first. We will follow our internal dispute resolution process. If not satisfied, you can refer the matter to the Australian Financial Complaints Authority (AFCA):

Online: www.afca.org.au · Email: info@afca.org.au · Phone: 1800 931 678

I.13 Privacy

We handle your personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Our Privacy Policy is available on our website.

Endorsement Library

The following endorsements are available and may be attached to this policy as shown in the schedule.

Meridian Commons — Open Source Insurance Wording · CC BY 4.0

2026/ML/0001 · v1.2.0-DRAFT · July 2026

Designed for the Australian market. Assumes application of the Insurance Contracts Act 1984 (Cth). Users are responsible for their own legal review, regulatory compliance, and reinsurance alignment. This wording text is licensed CC BY 4.0; the Meridian name, bearing mark, and Cuttleflow brand assets are excluded from that licence. Adopters must obtain their own legal advice and their capacity provider's approval before use.