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Changed Risks for STEWART INFORMATION SERVICES CORP (STC)

We will incur substantial transaction-related costs in connection with the Mergers

Because the exchange ratio is fixed and because the market price of FNF Common Stock and our Common Stock will fluctuate, our stockholders receiving FNF Common Stock as part of the merger consideration cannot be sure of the market value of such merger consideration relative to the value of their shares of our Common Stock that they are exchanging

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Mergers, could discourage a potential competing acquirer from making a favorable alternative transaction proposal and, in specified circumstances, could require us to pay a termination fee of $33 million to FNF

FNF’s stock price may be negatively impacted by risks and conditions that apply to FNF, which are different from the risks and conditions applicable to Stewart

Our stockholders may not receive all consideration in the form they elect, and the form of consideration that they receive may have a lower value or less favorable tax consequences than the form of consideration that they elect to receive

We may have difficulty attracting, motivating and retaining executives and other employees in light of the Mergers

There can be no assurance that a divestiture or divestitures of businesses and assets in excess of $75 million in 2017 annual revenues will not occur, and accordingly there can be no assurance that holders of our Common Stock will receive (i) for those who make an election for the Cash Election Consideration, $5000 per share in cash instead of an amount less than $5000 per share in cash (but in any case, no less than $4550 per share in cash), (ii) for those who make an election for the Stock Election Consideration, an amount of FNF Common Stock equal to 12850 shares of FNF Common Stock per share of our Common Stock instead of an amount of FNF Common Stock less than 12850 shares of FNF common stock per share of our common stock calculated based on a reduced exchange ratio for the number of shares of FNF Common Stock per share of our Common Stock or (iii) for those who make an election for the Mixed Election Consideration, $2500 per share in cash and an amount of FNF Common Stock equal to 06425 shares of FNF Common Stock per share of our Common Stock instead of an amount less than $2500 per share in cash and an amount of FNF Common Stock less than 06425 shares of FNF Common Stock per share of our Common Stock calculated based on a reduced exchange ratio for the number of shares of FNF Common Stock per share of our Common Stock, as applicable

The Mergers are subject to the receipt of consents and clearances from regulatory authorities that may impose conditions that could have an adverse effect on Stewart or that could delay or, if not obtained, could prevent completion of the Mergers

If the Mergers are approved, the date that our stockholders will receive the merger consideration is uncertain and, due to potential divestitures required by regulatory authorities, the per share purchase price may be adjusted downwards

The Mergers are subject to conditions, including certain conditions that may not be satisfied, and may not be completed on a timely basis, or at all Failure to complete the Mergers could have material and adverse effects on us

The Mergers may present certain risks to Stewart’s business and operations prior to the closing of the Mergers, including, among other things, the risks described below Refer to Note 1-S to our audited consolidated financial statements for details of the merger agreement, including definition of terms