UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report
(Date of earliest event reported): March 18, 2016
PartnerRe Ltd.
(Exact Name
of Registrant as Specified in Its Charter)
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Bermuda |
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(State or Other Jurisdiction of
Incorporation or Organization) |
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001-14536 |
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Not Applicable |
(Commission File Number) |
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(IRS Employer Identification No.) |
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Wellesley House, 90 Pitts Bay Road, Pembroke,
Bermuda |
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HM 08 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s telephone number, including area
code: (441) 292-0888 |
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Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On
March 18, 2016, PartnerRe Ltd. (the “Company”) completed its previously announced merger (the “Merger”)
with Pillar Ltd. (“Merger Sub”), a Bermuda exempted company and a wholly owned subsidiary of Exor N.V. (“Parent”),
a Dutch public limited liability company (naamloze vennootschap), whereby Merger Sub merged with and into the Company,
with the Company surviving as a subsidiary of Parent.
The
Merger was effected pursuant to the Agreement and Plan of Merger, dated as of August 2, 2015, as amended, by and among the Company,
Parent and Merger Sub and, solely with respect to specified sections thereof, EXOR S.p.A. (“EXOR”), a società
per azioni organized under the laws of the Republic of Italy (as amended, the “Merger Agreement”). Pursuant
to the terms of the Merger Agreement, upon the completion of the Merger, each common share of the Company, par value $1.00 per
share, issued and outstanding immediately prior to the effective time of the Merger (excluding any common shares owned
by the Company, Parent or any of their respective affiliates (“Excluded Shares”))
was converted into the right to receive $137.50 in cash, without interest (the “Merger Consideration”). In connection
with the completion of the Merger, each holder of the Company’s common shares issued and outstanding immediately prior to
the effective time of the Merger is also entitled to receive a special cash dividend of $3.00 per common share (the “Special
Dividend”). In addition, on March 18, 2016, the Company declared a pro rata quarterly cash dividend in the amount
of $0.13 per common share payable to the Company’s common shareholders of record on March 18, 2016.
A
copy of the press release issued by the Company on March 18, 2016 announcing the completion of the Merger is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.
The
description of the Merger Agreement and related transactions (including, without limitation, the Merger) in this Form 8-K does
not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Merger Agreement,
which is attached as Exhibit 2.1 to the Company’s Current Reports on Form 8-K filed with the SEC on August 3, 2015 and September
2, 2015 and incorporated herein by reference.
Item 2.01 |
Completion of Acquisition or Disposition of Assets |
The
information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing. |
As
a result of the Merger, all of the Company’s common shares were cancelled and, other than Excluded Shares, were converted
into the right to receive the Merger Consideration. Accordingly, on March 18, 2016, the Company notified the New York Stock Exchange
(the “NYSE”) of the completion of the Merger and requested that trading of the Company’s common shares on the
NYSE be suspended. The Company also requested that the NYSE file with the U.S. Securities
and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and deregister the Company’s
common shares. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration
of the Company’s common shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting
obligations under Section 13 and 15(d) of the Exchange Act with respect to such common shares. The Company’s
preferred shares will continue to be listed on the NYSE and registered with the SEC following the closing of the Merger.
Item 3.03 |
Material Modification to Rights of Security Holders. |
As
a result of the consummation of the Merger on March 18, 2016, all of the outstanding common shares of the Company (other than
the Excluded Shares) were converted into the right to receive the Merger Consideration. In connection with the completion of the
Merger, each holder of the Company’s common shares issued and outstanding immediately prior to the effective time of the
Merger is also entitled to receive the Special Dividend.
The
information set forth in the Introduction and Items 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference
into this Item 3.03.
Item 5.01 |
Changes in Control of Registrant. |
As
a result of the Merger, a change in control of the Company occurred, and the Company is now a subsidiary of Parent.
The
total amount of funds used to complete the Merger and related transactions and pay related fees and expenses was approximately
$6.1 billion, which was funded through a combination of cash on hand and loan facilities from Citigroup Global Markets Limited
and Morgan Stanley Bank International Limited.
The
information set forth in the Introduction of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
Board
of Directors
Upon
the closing of the Merger on March 18, 2016, and pursuant to the terms of the Merger Agreement (and not due to any disagreement
with the Company), all of the directors of the Company as of immediately prior to the closing of the Merger were automatically
removed at the effective time of the Merger and replaced with the directors of Merger Sub, which consist of the following individuals:
(i) John Elkann; (ii) Enrico Vellano; (iii) Mario Bonaccorso; (iv) Patrick Thiele; and (v) Brian Dowd. Mr. Elkann is the Chairman
and Chief Executive Officer of EXOR and the Chairman and partner of Giovanni Agnelli e C. S.a.p.az, the controlling shareholder
of EXOR. Mr. Vellano is the Chief Financial Officer of EXOR and Mr. Bonaccorso is the Managing Director of EXOR.
Effective
upon the closing of the Merger, the Board dissolved all existing committees of the Board and established an Audit Committee. Brian
Dowd and Patrick Thiele were appointed to the Audit Committee.
Resignation
of David Zwiener as Interim Chief Executive Officer
In
accordance with the terms of Mr. Zwiener’s employment agreement with the Company, his employment terminated upon the closing
of the Merger, and he is deemed to have resigned from any position (including as an officer and a director) with the Company or
any of its subsidiaries or affiliates, effective as of March 18, 2016. Pursuant to his employment agreement, as previously disclosed,
Mr. Zwiener will be paid a cash bonus in the amount of $4,645,161, which amount was determined by the board of directors of the
Company in recognition of his performance of his duties as interim Chief Executive Officer.
Appointment
of Mario Bonaccorso as Interim Chief Executive Officer
On
March 18, 2016, the Company announced the appointment of Mr. Bonaccorso as the interim Chief Executive Officer of the Company,
effective immediately and until his successor is duly appointed by the board of directors of the Company. Mr. Bonaccorso
will continue to receive his salary from EXOR, and the Company will reimburse EXOR for compensation payable by EXOR to Mr. Bonaccorso
during this period.
Mario
Bonaccorso, age 39, has been a Managing Director of EXOR since 2007, where he is responsible for investments and for the management
of EXOR’s portfolio companies. Prior to joining EXOR, Mr. Bonaccorso worked as a Research and Development Telecom Engineer
at Qualcomm Inc., as an engagement manager at McKinsey & Co. and as Chief Investment Officer of Jupiter Finance. Mr. Bonaccorso
holds a Master of Science cum laude in Telecommunications Engineering at Politecnico di Torino University and a Master
in Business Administration with honors from INSEAD. Mr. Bonaccorso has served on behalf of EXOR on the Board of Directors of Cushman
& Wakefield, Banijay Holding and Banca Leonardo and currently serves as a director of EXOR SA.
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In
accordance with the Merger Agreement, effective upon the effective time of the Merger, the bye-laws of Merger Sub became the bye-laws
of the Company (the “Restated Bye-Laws”). The Restated Bye-Laws are attached
as Exhibit 3.1, which is incorporated herein by reference.
On
March 18, 2016, the Company issued a press release announcing the closing of the Merger. A copy of that press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
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Description |
3.1 |
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Bye-laws of PartnerRe Ltd. |
99.1 |
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Press Release dated March 18, 2016. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
March 18, 2016
PARTNERRE LTD. |
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By: |
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/s/ Marc Wetherhill |
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Name: |
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Marc Wetherhill |
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Title: |
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Chief Legal Counsel |
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Exhibit
Index
Exhibit No. |
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Description |
3.1 |
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Bye-laws of PartnerRe Ltd. |
99.1 |
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Press Release dated March 18, 2016. |
EXHIBIT 3.1
BYE-LAWS
OF PARTNERRE LTD.
I N
D E X
BYE-
LAW |
SUBJECT |
PAGE |
1 |
Interpretation |
1 |
2 |
Registered Office |
4 |
3 |
Share Rights |
4 |
4 |
Modification of Rights |
5 |
5 |
Shares |
5 |
6 |
Certain Limitations on Ownership and
Voting of Shares |
6 |
7 |
Certificates / Uncertificated Shares |
9 |
8 |
Lien |
10 |
9 |
Calls on Shares |
12 |
10 |
Forfeiture of Shares |
12 |
11 |
Register of Shareholders |
14 |
12 |
Register of Directors and Officers |
14 |
13 |
Transfer of Shares |
14 |
14 |
Transmission of Shares |
15 |
15 |
Increase of Capital |
16 |
16 |
Alteration of Capital |
17 |
17 |
Reduction of Capital |
17 |
18 |
General Meetings and Resolutions in Writing |
18 |
19 |
Notice of General Meetings |
19 |
20 |
Notice of Nominations and Shareholder
Business |
19 |
21 |
Proceedings at General Meetings |
19 |
22 |
Voting |
24 |
23 |
Proxies and Corporate Representatives |
26 |
24 |
Appointment and Removal of Directors |
27 |
25 |
Resignation and Disqualification of Directors |
28 |
26 |
Alternate Directors |
28 |
27 |
Directors’ Fees and Additional
Remuneration and Expenses |
29 |
28 |
Directors’ Interests |
30 |
29 |
Corporate Opportunities |
30 |
30 |
Powers and Duties of the Board |
31 |
31 |
Delegation of the Board’s Powers |
32 |
32 |
Proceedings of the Board |
33 |
33 |
Officers |
35 |
34 |
Minutes |
35 |
35 |
Secretary and Resident Representative |
35 |
36 |
The Seal |
36 |
37 |
Dividends and Other Payments |
36 |
38 |
Reserves |
38 |
39 |
Capitalisation of Profits |
38 |
40 |
Record Dates |
38 |
41 |
Accounting Records |
40 |
42 |
Audit |
40 |
43 |
Service of Notices and Other Documents |
40 |
44 |
Winding Up |
42 |
45 |
Indemnity |
42 |
46 |
Amalgamation or Merger |
44 |
47 |
Alteration of Bye-Laws |
44 |
B Y E - L
A W S
of
PartnerRe Ltd.
INTERPRETATION
| 1.1 | In these Bye-Laws, unless the
context otherwise requires: |
“Affiliate”
means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified person. The term “Affiliated” shall
have the correlative meaning.
“Alternate Director”
means an Alternate Director appointed in accordance with Bye-Law 26;
“Bermuda”
means the Islands of Bermuda;
“Board”
means the Board of Directors of the Company;
“Code”
means the United States Internal Revenue Code of 1986, as amended;
“Common Shares”
means the common shares of the Company, par value $1.00 per share;
“Company”
means the company incorporated in Bermuda having the name of PartnerRe Ltd.;
“Companies Acts”
means every Bermuda statute from time to time in force concerning companies insofar as the same applies to the Company;
“Confidential
Information” shall have the meaning given such term in Bye-Law 6.9;
“Controlled
Shares” of a person means Shares that would be treated as owned by such person under the rules set forth in section
958 of the Code;
“Covered Manager
Person” shall have the meaning given such term in Bye-Law 29.1;
“Director”
means such person or persons as shall be appointed to the Board from time to time pursuant to these Bye-Laws;
“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;
“EXOR Group”
means EXOR N.V., a naamloze vennotschap organized under the laws of Kingdom of the Netherlands (“EXOR”),
and each of its Affiliates that becomes a Shareholder and each of their respective successors;
“EXOR Group
Member” means any member of the EXOR Group;
“Indemnified
Person” means any Director, Officer, Resident Representative, member of a committee duly constituted under these Bye-Laws
and any liquidator or manager for the time being acting in relation to the affairs of the Company, and his heirs, executors and
administrators;
“Indemnified
Person-Related Entities” means any corporation, limited liability company, partnership, joint venture, trust, or other
legal entity (other than the Company, any other person controlled by the Company or the insurer under and pursuant to an insurance
policy of the Company or any such controlled person) from whom an Indemnified Person may be entitled to indemnification or advancement
of expenses with respect to which, in whole or in part, the Company or any other person controlled by the Company may also have
an indemnification or advancement obligation;
“Majority Common
Shareholder” means EXOR (or its designee), for so long as the EXOR Group Members collectively hold a majority of the
total combined voting power of the Common Shares;
“Majority Shareholder
Director Designee” means a Director that also serves as a director or officer of the Majority Common Shareholder or
any of its Affiliates;
“Manager”
shall have the meaning given such term in Bye-Law 29.1;
“Meeting Date”
shall have the meaning given such term in Bye-Law 40.2;
“Officer”
means a person appointed by the Board pursuant to these Bye-Laws and shall not include an auditor of the Company;
“Own or Control”
means, with respect to the Company’s Shares, own under the rules set forth in section 958 of the Code;
“Paid-Up”
means paid-up or credited as paid-up;
“Record Date
Holder” shall have the meaning given such term in Bye-Law 37.2.1;
“Register”
means the Register of Shareholders of the Company and, except in Bye-Law 11, includes any branch register;
“Registered
Office” means the registered office for the time being of the Company;
“Relevant Shares”
shall have the meaning given such term in Bye-Law 40.2.2;
“Resident Representative”
means (if any) the individual (or, if permitted in accordance with the Companies Acts, the company) appointed to perform the duties
of resident representative set out in the Companies Acts and includes any assistant or deputy Resident Representative appointed
by the Board to perform any of the duties of the Resident Representative;
“Resolution”
means a resolution of the Shareholders passed in general meeting or, where required, of a separate class or separate classes of
Shareholders passed in a separate general meeting or in either case adopted by resolution in writing, in accordance with the provisions
of these Bye-Laws;
“Seal”
means the common seal of the Company and includes any authorised duplicate thereof;
“Secretary”
includes a temporary or assistant or deputy Secretary and any person appointed by the Board to perform any of the duties of the
Secretary;
“Service”
shall have the meaning given such term in Bye-Law 6.9;
“Share”
means share in the capital of the Company and includes a fraction of a share;
“Shareholder”
means a shareholder of the Company;
“Specified Place”
means the place, if any, specified in the notice of any meeting of the Shareholders, or adjourned meeting of the Shareholders,
at which the chairman of the meeting shall preside;
“Ten Percent
Shareholder” means a person who Owns or Controls more than 9.9% of the total combined voting power of all classes of
Shares entitled to vote at a general meeting of the Company’s Shareholders or in any other circumstance in which the Company’s
Shareholders are entitled to vote;
“Treasury Share”
means a Share that was or is treated as having been acquired and held by the Company and has been held continuously by the Company
since it was so acquired and has not been cancelled; and
“these Bye-Laws”
means these Bye-Laws, as amended from time to time.
| 1.2 | Words importing only the singular
number include the plural number and vice versa. |
| 1.3 | Words importing only the masculine
gender include the feminine and neuter genders respectively. |
| 1.4 | Words importing persons include
companies or associations or bodies of persons, whether corporate or un-incorporate. |
| 1.5 | A reference to writing shall
include typewriting, printing, lithography, photography, facsimile and electronic record. |
| 1.6 | Any words or expressions defined
in the Companies Acts in force at the date when these Bye-Laws or any part thereof are
adopted shall bear the same meaning in these Bye-Laws or such part (as the case may be). |
REGISTERED
OFFICE
The Registered Office
shall be at such place in Bermuda as the Board shall from time to time appoint.
SHARES
AND SHARE RIGHTS
| 3.1 | Subject to any special rights
conferred on the holders of any Share or class of Shares, any Share in the Company may
be issued with or have attached thereto such preferred, deferred, qualified or other
special rights or such restrictions, whether in regard to dividend, voting, return of
capital or otherwise, as the Board may determine. |
| 3.2 | Subject to the Companies Acts,
any preference Shares may, with the approval of the Board, be issued on terms: |
| 3.2.1 | that they are to be redeemed
on the happening of a specified event or on a given date; and/or, |
| 3.2.2 | that they are liable to be redeemed
at the option of the Company; and/or, |
| 3.2.3 | if authorised by the memorandum
of association of the Company, that they are liable to be redeemed at the option of the
holder. |
The terms and manner
of redemption shall be provided for in such form as the Board may determine and shall be attached to but shall not form part of
these Bye-Laws.
| 3.3 | The Board may, at its discretion
and without the sanction of a Resolution, authorise the acquisition by the Company of
its own Shares, of any class, at any price (whether at par or above or below par), and
any Shares to be so purchased may be selected in any manner whatsoever, to be held as
Treasury Shares or otherwise, upon such terms as the Board may in its discretion determine,
PROVIDED ALWAYS that such acquisition is effected in accordance with the provisions of
the Companies Acts. The whole or any part of the amount payable on any such acquisition
may be paid or satisfied otherwise than in cash, to the extent permitted by the Companies
Acts. |
| 3.4 | All the rights attaching to a
Treasury Share shall be suspended and shall not be exercised by the Company in respect
of any such Treasury Share and, except where required in accordance with the Companies
Act, all Treasury Shares shall |
be
excluded from the calculation of any percentage or fraction of the Company’s share capital, or shares of the Company.
| 4.1 | Notwithstanding Bye-Law 18.2
and subject to the Companies Acts, all or any of the special rights for the time being
attached to any class of Shares for the time being issued may from time to time (whether
or not the Company is being wound up) be altered or abrogated with the consent in writing
of the holders of not less than seventy five percent (75%) of the issued Shares of that
class or with the sanction of a resolution passed at a separate general meeting of the
holders of not less than seventy five percent (75%) of the issued Shares of that class,
voting in person or by proxy. To any such separate general meeting, all the provisions
of these Bye-Laws as to general meetings of the Company shall mutatis mutandis
apply, but so that the necessary quorum shall be two (2) or more persons holding or representing
by proxy any of the Shares of the relevant class, that every holder of Shares of the
relevant class shall be entitled on a poll to one vote for every such Share held by him
and that any holder of Shares of the relevant class present in person or by proxy may
demand a poll; PROVIDED HOWEVER, that if the Company or a class of Shareholders shall
have only one Shareholder, one Shareholder present in person or by proxy shall constitute
the necessary quorum. |
| 4.2 | For the purposes of this Bye-Law
4, unless otherwise expressly provided by the rights attached to any Shares or class
of Shares, those rights attaching to any class of Shares for the time being shall not
be deemed to be altered by: |
| 4.2.1 | the creation or issue of further
Shares ranking pari passu with them; |
| 4.2.2 | the creation or issue of further
Shares ranking as regards participation in the profits or assets of the Company or otherwise
in priority to them; or |
| 4.2.3 | the purchase, acquisition or
redemption by the Company of any of its own Shares. |
| 5.1 | Subject to the provisions of
these Bye-Laws, the unissued Shares (whether forming part of the original capital or
any increased capital) shall be at the disposal of the Board, which may offer, allot,
grant options over or otherwise dispose of them to such persons, at such times and for
such consideration and upon such terms and conditions as the Board may determine. |
| 5.2 | Subject to the provisions of
these Bye-Laws, any Shares of the Company held by the Company as Treasury Shares shall
be at the disposal of the Board, which may hold all or any of the Shares, dispose of
or transfer all or any of the Shares for cash or other consideration, or cancel all or
any of the Shares. |
| 5.3 | The Board may in connection with
the issue of any Shares exercise all powers of paying commission and brokerage conferred
or permitted by law. Subject to the provisions of the Companies Acts, any such commission
or brokerage may be |
satisfied
by the payment of cash or by the allotment of fully or partly paid Shares or partly in one way and partly in the other.
| 5.4 | Shares may be issued in fractional
denominations and in such event the Company shall deal with such fractions to the same
extent as its whole Shares, so that a Share in a fractional denomination shall have,
in proportion to the fraction of a whole Share that it represents, all the rights of
a whole Share, including (but without limiting the generality of the foregoing) the right
to vote, to receive dividends and distributions and to participate in a winding-up. |
| 5.5 | Except as ordered by a court
of competent jurisdiction or as required by law, no person shall be recognised by the
Company as holding any Share upon trust and the Company shall not be bound by or required
in any way to recognise (even when having notice thereof) any equitable, contingent,
future or partial interest in any Share or in any fractional part of a Share or (except
only as otherwise provided in these Bye-Laws or by law) any other right in respect of
any Share except an absolute right to the entirety thereof in the registered holder. |
| 6. | Certain Limitations on Ownership and
Voting of Shares |
| 6.1 | Notwithstanding any provision
to the contrary in these Bye-Laws but subject to the provisions of this Bye-Law 6.1,
no person (other than any EXOR Group Member) shall be permitted to (i) Own or Control
Shares in excess of 9.9% of the outstanding Shares (determined by value) or (ii) be a
Ten Percent Shareholder (determined without regard to Bye-Laws 6.3, 6.4
and 6.5). Accordingly, no person (other than any EXOR Group Member) shall
be registered as the holder of Shares, no Shares may be issued, purchased or transferred
(including by reason of the death of a Shareholder), and no alteration of capital may
occur if as a result of such registration, issuance, purchase, transfer or alteration,
as applicable, a person would (i) Own or Control Shares in excess of 9.9% of the outstanding
Shares (determined by value) or (ii) be a Ten Percent Shareholder (determined without
regard to Bye-Laws 6.3, 6.4 and 6.5). Notwithstanding
the foregoing, the Board may waive the restrictions set forth in this Bye-Law, in its
discretion and on a case by case basis. |
| 6.2 | Notwithstanding any provision
to the contrary in these Bye-Laws, if the Board reasonably determines that ownership
by any Shareholder (other than any EXOR Group Member) of the Company’s Shares may
result in (i) a person being a Ten Percent Shareholder (determined without regard to
Bye-Laws 6.3, 6.4 and 6.5) or (ii) any non-de
minimis adverse tax, legal or regulatory consequences to the Company, any subsidiary
of the Company, or any Shareholder or Affiliate of a Shareholder, the Company will have
the option but not the obligation to purchase the minimum number of Shares held by such
Shareholder that is necessary so that after such purchase such person is not a Ten Percent
Shareholder (determined without regard to Bye-Laws 6.3, 6.4 and
6.5), or is necessary to eliminate such non-de minimis adverse tax,
legal or regulatory consequences, in each case, at a price determined in the reasonable
discretion of the Board to represent such Shares’ fair market value; provided that
if the Shares are traded on a securities exchange in or outside the United States, the
fair market value per Share shall be determined by the Board based on the last sales
price per Share on |
such
exchange or, if there is none, the average of the bid and asked price per Share on such exchange, in each case for the ten business
days prior to the purchase date. The Board will use reasonable efforts to ensure equal treatment to similarly situated Shareholders
to the extent possible under the circumstances in connection with the application of this Bye-Law 6.2.
| 6.3 | If, but for the application of
this Bye-Law 6.3, any person (other than any EXOR Group Member) would be
a Ten Percent Shareholder, notwithstanding any provision to the contrary in these Bye-Laws,
the votes conferred by the Controlled Shares of such person are hereby reduced (and shall
be automatically reduced in the future) by whatever amount is necessary so that after
any such reduction such person shall not be a Ten Percent Shareholder. Notwithstanding
the foregoing, the Board may waive the restrictions set forth in this Bye-Law, in its
discretion and on a case by case basis. |
| 6.4 | In determining the reduction
in votes conferred by Controlled Shares pursuant to Bye-Law 6.3, the reduction
in the vote conferred by the Controlled Shares of any person shall be effected proportionately
among all the Controlled Shares of such person; PROVIDED, HOWEVER, that if a Shareholder
owns, or is treated as owning by the application of section 958 of the Code, interests
in another Shareholder, any reduction in votes conferred by Controlled Shares of such
Shareholder (determined solely on the basis of Shares held directly by such Shareholder
and Shares attributed from such other Shareholder) shall first be effected by reducing
the votes conferred on the Shares held directly by the Shareholder that owns directly
or through another entity an interest in such other Shareholder. |
| 6.5 | Notwithstanding any provision
to the contrary in these Bye-Laws, in addition to any other provision of Bye-Law 6.3,
Shares shall not carry rights to vote, or shall have reduced voting rights, to the extent
that the Board reasonably determines that it is necessary that such Shares should not
carry the right to vote or should have reduced voting rights in order to avoid non-de
minimis adverse tax, legal or regulatory consequences to the Company, any subsidiary
of the Company or any Shareholder or Affiliate of a Shareholder; PROVIDED, that the Board
will use reasonable efforts to exercise such discretion equally among similarly situated
Shareholders (to the extent possible under the circumstances). |
| 6.6 | The votes that are reduced pursuant
to Bye-Laws 6.3, 6.4 or 6.5 shall be conferred proportionately
among the Shares held by the other Shareholders; PROVIDED, however, that no Shares shall
be conferred votes to the extent that so doing would cause any person (other than any
EXOR Group Member) to be a Ten Percent Shareholder (without regard to any other adjustments
to voting power pursuant to this Bye-Law 6). |
| 6.7 | Prior to any vote being cast
on a resolution proposed at a meeting, the Board shall make a determination regarding
any adjustments to be made pursuant to this Bye-Law 6, and shall notify the
Shareholders of the voting power conferred by their Shares at such meeting. |
| 6.8 | Notwithstanding any provision
to the contrary in these Bye-Laws, the Company shall have the authority to request from
any Shareholder, and such Shareholder shall provide to the Company, such information
as the Company may reasonably request for the purpose of implementing this Bye-Law 6.
If a Shareholder fails to timely respond to a request for information from the Company
pursuant to this Bye-Law, or submits incomplete or inaccurate information in response
to such a request, the Board may in its reasonable discretion determine that such Shareholder’s
Shares shall carry no or reduced, as the case may be, voting rights until otherwise determined
by the Board in its reasonable discretion. |
| 6.9 | Any information provided by a
Shareholder to the Company pursuant to Bye-Law 6.8 shall be deemed “confidential
information” (the “Confidential Information”) and shall be used
by the Company solely for the purposes contemplated by this Bye-Law 6 (except
as may be required otherwise by applicable law or regulation). The Company shall hold
such Confidential Information in strict confidence and shall not disclose any Confidential
Information that it receives, except (i) to the Internal Revenue Service (the “Service”)
if and to the extent the Confidential Information is required by the Service, (ii) to
any outside legal counsel or accounting firm engaged by the Company to make determinations
pursuant to this Bye-Law 6 (iii) to officers and employees of the Company
or (iv) as otherwise required by law or regulation. |
| 6.10 | The Company shall take all measures
practicable to ensure the continued confidentiality of the Confidential Information and
shall grant the persons referred to in Bye-Law 6.9(ii) and (iii) above access
to the Confidential Information only to the extent necessary to allow them to assist
the Company in implementing this Bye-Law 6. Prior to granting access to the
Confidential Information to such persons, the Company shall inform them of its confidential
nature and of the provisions of this Bye-Law and shall require them to abide by all the
provisions hereof. For the avoidance of doubt, the Company shall be permitted to disclose
to the Shareholders and others the relative voting percentages of the Shareholders after
application of this Bye-Law 6. At the written request of a Shareholder, the
Confidential Information of such Shareholder shall be destroyed or returned to such Shareholder
(in the Company’s sole discretion) after the later to occur of (i) such Shareholder
no longer being a Shareholder or (ii) the expiration of the applicable statute of limitations
with respect to any consideration to which such Confidential Information is relevant
under this Bye-Law 6. |
| 6.11 | The Company shall (i) promptly
notify a Shareholder (to the extent legally permissible) of any request made to the Company
to disclose any Confidential Information provided by or with respect to such Shareholder
and, prior to such disclosure, shall (to the extent legally permissible) permit such
Shareholder a reasonable period of time to seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this Bye-Law 6, and
(ii) if, in the absence of a protective order, such disclosure is required in the opinion
of counsel to the Company, the Company shall make such disclosure without liability hereunder,
PROVIDED that the Company shall furnish only that portion of the Confidential Information
which is legally required and, upon the request of |
such
Shareholder and at its expense, shall use commercially reasonable efforts to ensure that confidential treatment will be accorded
to all such disclosed information.
| 6.12 | Without limiting any protection
otherwise provided in these Bye-Laws, neither the Company nor the Board will be liable
to the Company, its Shareholders or any other person whatsoever with respect to any determinations
made by it in implementing this Bye-Law 6 so long as it has acted in good faith. |
| 7. | Certificates / Uncertificated Shares |
| 7.1 | The Shares of the Company shall
be represented by certificates, PROVIDED that the Board may provide by resolution or
resolutions that some or all of any or all classes or series of its Shares shall be uncertificated
Shares. Any such resolution shall not apply to Shares represented by a certificate until
such certificate is surrendered to the Company. Except as otherwise provided by the law,
the rights and obligations of the holders of uncertificated Shares and the rights and
obligations of the holders of Shares represented by certificates of the same class and
series shall be identical. In the case of a Share held jointly by several persons, delivery
of a certificate to one of several joint holders shall be sufficient delivery to all. |
| 7.2 | If a Share certificate is defaced,
lost or destroyed, it may be replaced without fee but only on such terms (if any) as
to evidence and indemnity and to payment of the costs and out of pocket expenses of the
Company in investigating such evidence and preparing such indemnity as the Board may
think fit and, in case of defacement, on delivery of the old certificate to the Company. |
| 7.3 | All certificates for Share or
loan capital or other securities of the Company (other than letters of allotment, scrip
certificates and other like documents) shall, except to the extent that the terms and
conditions relating thereto otherwise provide, be in such form as the Board may determine
and issued under the Seal or signed by a Director, the Secretary or any person authorised
by the Board for that purpose. The Board may determine, either generally or in any particular
case, that any signatures on any such certificates need not be autographic but may be
affixed to such certificates by some mechanical means or may be printed thereon or that
such certificates need not be signed by any persons, or may determine that a representation
of the Seal may be printed on any such certificates. If any person holding an office
in the Company who has signed, or whose facsimile signature has been used on any certificate,
ceases for any reason to hold his office, such certificate may nevertheless be issued
as though that person had not ceased to hold such office. |
| 7.4 | Nothing in these Bye-Laws shall
prevent title to any securities of the Company from being evidenced and/or transferred
without a written instrument in accordance with regulations made from time to time in
this regard under the Companies Acts, and (i) the Board shall have power to implement
any arrangements which it may think fit for such evidencing and/or transfer which accord
with those regulations and (ii) any such transfer shall be subject to the applicable
provisions of Bye-Laws 6 and 13. |
| 8.1 | The Company shall have a first
and paramount lien on every Share (other than a fully Paid-Up Share) for all monies (whether
presently payable or not, called or payable, at a date fixed by or in accordance with
the terms of issue of such Share in respect of such Share) and the Company shall also
have a first and paramount lien on every Share (other than a fully Paid-Up Share) standing
registered in the name of a Shareholder, whether singly or jointly with any other person,
for all the debts and liabilities of such Shareholder or his estate to the Company, whether
the same shall have been incurred before or after notice to the Company of any interest
of any person other than such Shareholder, and whether the time for the payment or discharge
of the same shall have actually arrived or not, and notwithstanding that the same are
joint debts or liabilities of such Shareholder or his estate and any other person, whether
a Shareholder or not. The Company’s lien on a Share shall extend to all dividends
payable thereon. The Board may at any time, either generally or in any particular case,
waive any lien that has arisen or declare any Share to be wholly or in part exempt from
the provisions of this Bye-Law 8. |
| 8.2 | The Company may sell, in such
manner as the Board may think fit, any Share on which the Company has a lien but no sale
shall be made unless some sum in respect of which the lien exists is presently payable
nor until the expiration of fourteen (14) days after a notice in writing, stating and
demanding payment of the sum presently payable and giving notice of the intention to
sell in default of such payment, has been served on the holder of the Share. |
| 8.3 | The net proceeds of any sale
by the Company of any Shares on which it has a lien shall be applied in or towards payment
or discharge of the debt or liability in respect of which the lien exists so far as the
same is presently payable, and any residue shall (subject to a like lien for debts or
liabilities not presently payable as existed upon the Share prior to the sale) be paid
to the person who was the holder of the Share immediately before such sale. For giving
effect to any such sale, the Board may authorise a person to transfer the Share sold
to the purchaser thereof. The purchaser shall be registered as the holder of the Share
and shall not be bound to see to the application of the purchase money, nor shall such
purchaser’s title to the Share be affected by any irregularity or invalidity in
the proceedings relating to the sale. |
| 8.4 | Whenever any law for the time
being of any country, state or place imposes or purports to impose any immediate or future
or possible liability upon the Company to make any payment or empowers any government
or taxing authority or government official to require the Company to make any payment
in respect of any Shares registered in any of the Company’s registers as held either
jointly or solely by any Shareholder or in respect of any dividends, bonuses or other
monies due or payable or accruing due or which may become due or payable to such Shareholder
by the Company on or in respect of any Shares registered as aforesaid or for or on account
or in respect of any Shareholder and whether in consequence of: |
| 8.4.1 | the death of such Shareholder; |
| 8.4.2 | the non-payment of any income
tax or other tax by such Shareholder; |
| 8.4.3 | the non-payment of any estate,
probate, succession, death, stamp, or other duty by the executor or administrator of
such Shareholder or by or out of his estate; or |
| 8.4.4 | any other act or thing; |
in every such case
(except to the extent that the rights conferred upon holders of any class of Shares render the Company liable to make additional
payments in respect of sums withheld on account of the foregoing):
| 8.4.4.1 | the Company shall be fully
indemnified by such Shareholder or his executor or administrator from all liability; |
| 8.4.4.2 | the Company shall have a
lien upon all dividends and other monies payable in respect of the Shares registered
in any of the Company’s registers as held either jointly or solely by such Shareholder
for all monies paid or payable by the Company in respect of such Shares or in respect
of any dividends or other monies as aforesaid thereon or for or on account or in respect
of such Shareholder under or in consequence of any such law together with interest thereon
(at a rate not exceeding that permissible under the Interest and Credit Charges (Regulation)
Act 1975 of Bermuda) from the date of payment to the date of repayment and may deduct
or set off against such dividends or other monies payable as aforesaid any monies paid
or payable by the Company as aforesaid together with interest as aforesaid; |
| 8.4.4.3 | the Company may recover
as a debt due from such Shareholder or his executor or administrator wherever constituted
any monies paid by the Company under or in consequence of any such law and interest thereon
at the rate and for the period aforesaid in excess of any dividends or other monies as
aforesaid then due or payable by the Company; and |
| 8.4.4.4 | the Company may, if any
such money is paid or payable by it under any such law as aforesaid, refuse to register
a transfer of any Shares by any such Shareholder or his executor or administrator until
such money and interest as aforesaid is set off or deducted as aforesaid, or in case
the same exceeds the amount of any such dividends or other monies as aforesaid then due
or payable by the Company, until such excess is paid to the Company. |
| 8.5 | Subject to the rights conferred
upon the holders of any class of Shares, nothing herein contained shall prejudice or
affect any right or remedy which any law may confer or purport to confer on the Company
and as between the Company and |
every
such Shareholder as aforesaid, his estate representative, executor, administrator and estate wheresoever constituted or situate,
any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company.
| 9.1 | The Board may from time to time
make calls upon the Shareholders (for the avoidance of doubt excluding the Company in
respect of any nil or partly paid Shares held by the Company as Treasury Shares) in respect
of any monies unpaid on their Shares (whether on account of the par value of the Shares
or by way of premium) and not by the terms of issue thereof made payable at a date fixed
by or in accordance with such terms of issue, and each Shareholder shall (subject to
the Company serving upon him at least fourteen (14) days’ notice specifying the
time or times and place of payment) pay to the Company at the time or times and place
so specified the amount called on his Shares. A call may be revoked or postponed as the
Board may determine. |
| 9.2 | A call may be made payable by
instalments and shall be deemed to have been made at the time when the resolution of
the Board authorising the call was passed. |
| 9.3 | The joint holders of a Share
shall be jointly and severally liable to pay all calls in respect thereof. |
| 9.4 | If a sum called in respect of
the Share shall not be paid before or on the day appointed for payment thereof, the person
from whom the sum is due shall pay interest on the sum from the day appointed for the
payment thereof to the time of actual payment at such rate as the Board may determine,
but the Board shall be at liberty to waive payment of such interest wholly or in part. |
| 9.5 | Any sum which, by the terms of
issue of a Share, becomes payable on allotment or at any date fixed by or in accordance
with such terms of issue, whether on account of the nominal amount of the Share or by
way of premium, shall for all the purposes of these Bye-Laws be deemed to be a call duly
made, notified and payable on the date on which, by the terms of issue, the same becomes
payable and, in case of non-payment, all the relevant provisions of these Bye-Laws as
to payment of interest, forfeiture or otherwise shall apply as if such sum had become
payable by virtue of a call duly made and notified. |
| 9.6 | The Board may on the issue of
Shares differentiate between the allottees or holders as to the amount of calls to be
paid and the times of payment. |
| 10.1 | If a Shareholder fails to pay
any call or instalment of a call on the day appointed for payment thereof, the Board
may at any time thereafter during such time as any part of such call or instalment remains
unpaid serve a notice on him requiring payment of so much of the call or instalment as
is unpaid, together with any interest which may have accrued. |
| 10.2 | The notice shall name a further
day (not being less than fourteen (14) days from the date of the notice) on or before
which, and the place where, the payment required by the notice is to be made and shall
state that, in the event of non-payment on or before the day and at the place appointed,
the Shares in respect of which such call is made or instalment is payable will be liable
to be forfeited. The Board may accept the surrender of any Share liable to be forfeited
hereunder and, in such case, references in these Bye-Laws to forfeiture shall include
surrender. |
| 10.3 | If the requirements of any such
notice as aforesaid are not complied with, any Share in respect of which such notice
has been given may at any time thereafter, before payment of all calls or instalments
and interest due in respect thereof has been made, be forfeited by a resolution of the
Board to that effect. Such forfeiture shall include all dividends declared in respect
of the forfeited Shares and not actually paid before the forfeiture. |
| 10.4 | When any Share has been forfeited,
notice of the forfeiture shall be served upon the person who was before forfeiture the
holder of the Share but no forfeiture shall be in any manner invalidated by any omission
or neglect to give such notice as aforesaid. |
| 10.5 | A forfeited Share shall be deemed
to be the property of the Company and may be sold, re-offered or otherwise disposed of
either to the person who was, before forfeiture, the holder thereof or entitled thereto
or to any other person upon such terms and in such manner as the Board shall think fit,
and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled
on such terms as the Board shall think fit. |
| 10.6 | A person whose Shares have been
forfeited shall thereupon cease to be a Shareholder in respect of the forfeited Shares
but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies
which at the date of forfeiture were presently payable by him to the Company in respect
of the Shares with interest thereon at such rate as the Board may determine from the
date of forfeiture until payment, and the Company may enforce payment without being under
any obligation to make any allowance for the value of the Shares forfeited. |
| 10.7 | An affidavit in writing that
the deponent is a Director or the Secretary and that a Share has been duly forfeited
on the date stated in the affidavit shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the Share. The Company may receive
the consideration (if any) given for the Share on the sale, re-allotment or disposition
thereof and the Board may authorise a person to transfer the Share to the person to whom
the same is sold, re-allotted or disposed of, and he shall thereupon be registered as
the holder of the Share and shall not be bound to see to the application of the purchase
money (if any) nor shall his title to the Share be affected by any irregularity or invalidity
in the proceedings relating to the forfeiture, sale, re-allotment or disposal of the
Share. |
REGISTER
OF SHAREHOLDERS
| 11. | Register of Shareholders |
The Register shall
be kept at the Registered Office or at such other place in Bermuda as the Board may from time to time direct, in the manner prescribed
by the Companies Acts. Subject to the provisions of the Companies Acts, the Company may keep one or more branch registers in any
place, and the Board may make, amend and revoke any resolutions as it may think fit respecting the keeping of such registers.
The Register or any branch register may be closed at such times and for such period as the Board may from time to time decide,
subject to the Companies Acts. Except during such time as it is closed, the Register and each branch register shall be open to
inspection in the manner prescribed by the Companies Acts between 10:00 a.m. and 12:00 noon on every working day. Unless the Board
otherwise determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register any indication
of any trust or any equitable, contingent, future or partial interest in any Share or any fractional part of a Share and if any
such entry exists or is permitted by the Board it shall not be deemed to abrogate any of the provisions of Bye-Law 5.5.
REGISTER
OF DIRECTORS AND OFFICERS
| 12. | Register of Directors and Officers |
The Secretary shall
establish and maintain a register of the Directors and Officers of the Company as required by the Companies Acts. The register
of Directors and Officers shall be open to inspection in the manner prescribed by the Companies Acts between 10:00 a.m. and 12:00
noon on every working day.
TRANSFER
OF SHARES
| 13.1 | Subject to the Companies Acts,
to Bye-Law 6, and to such other restrictions contained in these Bye-Laws,
as may be applicable, any Shareholder may transfer all or any of his Shares by an instrument
of transfer in the usual common form or in any other form which the Board may approve
in accordance with Bye-Law 7.4. |
No such instrument shall
be required on the redemption of a Share or on the purchase by the Company of a Share.
| 13.2 | The instrument of transfer (if
any) of a Share shall be signed by or on behalf of the transferor and where any Share
is not fully-paid, the transferee. The transferor shall be deemed to remain the holder
of the Share until the name of the transferee is entered in the Register in respect thereof.
Any instrument of transfer when registered may be retained by the Company. The Board
may, in its absolute discretion and without assigning any reason therefor, decline to
register any transfer of any Share which is not a fully-paid Share. The Board may also
decline to register any transfer unless: |
| 13.2.1 | the instrument of transfer (if
any) is duly stamped (if required by law) and lodged with the Company, accompanied by
the certificate for the Shares to which it relates, and such other evidence as the Board
may reasonably require to show the right of the transferor to make the transfer, |
| 13.2.2 | the instrument of transfer (if
any) is in favour of less than five (5) persons jointly; and |
| 13.2.3 | it is satisfied that all applicable
consents, authorisations, permissions or approvals of any governmental body or agency
in Bermuda or any other applicable jurisdiction required to be obtained under relevant
law prior to such transfer have been obtained. |
| 13.3 | Subject to any directions of
the Board from time to time in force, the Secretary may exercise the powers and discretions
of the Board under this Bye-Law 13. |
| 13.4 | If the Board declines to register
a transfer it shall, within three (3) months after the date on which the instrument of
transfer (if any) was lodged, send to the transferee notice of such refusal. |
| 13.5 | A fee to be determined by the
Board shall be charged by the Company for registering any transfer, probate, letters
of administration, certificate of death or marriage, power of attorney, stop notice,
order of court or other instrument relating to or affecting the title to any Share, or
otherwise making an entry in the Register relating to any Share (the Company may also
require payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed on it in connection with such transfer or entry). |
TRANSMISSION
OF SHARES
| 14. | Transmission of Shares |
| 14.1 | In the case of the death of
a Shareholder, the survivor or survivors, where the deceased was holding the Shares as
“joint holders”, and the estate representative, where he was sole
holder, shall be the only person recognised by the Company as having any title to his
Shares; but nothing herein contained shall release the estate of a deceased holder (whether
the sole or joint) from any liability in respect of any Share held by him solely or jointly
with other persons. For the purpose of this Bye-Law 14, estate representative
means the person to whom probate or letters of administration has or have been granted
in Bermuda or, failing any such person, such other person as the Board may in its absolute
discretion determine to be the person recognised by the Company for the purpose of this
Bye-Law 14. For greater certainty, where two (2) or more persons are registered
as joint holders of a Share or Shares, then in the event of the death of any joint holder
or holders the remaining joint holder or holders shall be absolutely entitled to the
said Share or Shares and the Company shall recognise no claim in respect of the estate
of any joint holder except in the case of the last survivor of such joint holders. |
| 14.2 | Subject to Bye-Law 6,
any person becoming entitled to a Share in consequence of the death of a Shareholder
or otherwise by operation of applicable law may, subject as hereafter provided and upon
such evidence being produced as may from time to time be required by the Board as to
his entitlement, either be registered himself as the holder of the Share or elect to
have some person nominated by him registered as the transferee thereof. If the person
so becoming entitled elects to be registered himself, he shall deliver or send to the
Company a notice in writing signed by him stating that he so elects. If he shall elect
to have his nominee registered, he shall signify his election by signing an instrument
of transfer of such Share in favour of his nominee. All the limitations, restrictions
and provisions of these Bye-Laws relating to the right to transfer and the registration
of transfer of Shares shall be applicable to any such notice or instrument of transfer
(if any) as aforesaid as if the death of the Shareholder or other event giving rise to
the transmission had not occurred and the notice or instrument of transfer was an instrument
of transfer signed by such Shareholder. |
| 14.3 | A person becoming entitled to
a Share in consequence of the death of a Shareholder or otherwise by operation of applicable
law shall (upon such evidence being produced as may from time to time be required by
the Board as to his entitlement) be entitled to receive and may give a discharge for
any dividends or other monies payable in respect of the Share, but he shall not be entitled
in respect of the Share to receive notices of or to attend or vote at general meetings
of the Company or, save as aforesaid, to exercise in respect of the Share any of the
rights or privileges of a Shareholder until he shall have become registered as the holder
thereof. The Board may at any time give notice requiring such person to elect either
to be registered himself or to transfer the Share and, if the notice is not complied
with within sixty (60) days, the Board may thereafter withhold payment of all dividends
and other monies payable in respect of the Shares until the requirements of the notice
have been complied with. |
| 14.4 | Subject to any directions of
the Board from time to time in force, the Secretary may exercise the powers and discretions
of the Board under this Bye-Law 14. |
SHARE
CAPITAL
| 15.1 | The Company may from time to
time increase its capital by such sum to be divided into Shares of such par value as
the Company by Resolution shall prescribe. |
| 15.2 | The Company may, by the Resolution
increasing the capital, direct that the new Shares or any of them shall be offered in
the first instance either at par or at a premium or (subject to the provisions of the
Companies Acts) at a discount to all the holders for the time being of Shares of any
class or classes in proportion to the number of such Shares held by them respectively
or make any other provision as to the issue of the new Shares. |
| 15.3 | The new Shares shall be subject
to all the provisions of these Bye-Laws with reference to lien, the payment of calls,
forfeiture, transfer, transmission and otherwise. |
| 16.1 | Subject to Bye-Law 6
and the approval of the Board, the Company may from time to time by Resolution: |
| 16.1.1 | divide its Shares into several
classes and attach thereto respectively any preferential, deferred, qualified or special
rights, privileges or conditions; |
| 16.1.2 | consolidate and divide all or
any of its Share capital into Shares of larger par value than its existing Shares; |
| 16.1.3 | sub-divide its Shares or any
of them into Shares of smaller par value than is fixed by its memorandum, so that in
the sub-division the proportion between the amount paid and the amount, if any, unpaid
on each reduced Share shall be the same as it was in the case of the Share from which
the reduced Share is derived; |
| 16.1.4 | make provision for the issue
and allotment of Shares which do not carry any voting rights; |
| 16.1.5 | cancel Shares which, at the
date of the passing of the relevant Resolution, have not been taken or agreed to be taken
by any person, and diminish the amount of its Share capital by the amount of the Shares
so cancelled; |
| 16.1.6 | change the currency denomination
of its Share capital. |
| 16.2 | Where any difficulty arises
in regard to any division, consolidation, or sub-division under this Bye-Law 16,
the Board may settle the same as it thinks expedient and, in particular, may arrange
for the sale of the Shares representing fractions and the distribution of the net proceeds
of sale in due proportion amongst the Shareholders who would have been entitled to the
fractions, and for this purpose the Board may authorise a person to transfer the Shares
representing fractions to the purchaser thereof, who shall not be bound to see to the
application of the purchase money nor shall his title to the Shares be affected by any
irregularity or invalidity in the proceedings relating to the sale. |
| 16.3 | Subject to the Companies Acts
and to any confirmation or consent required by law or these Bye-Laws, the Company may
by Resolution from time to time convert any preference Shares into redeemable preference
Shares. |
| 17.1 | Subject to Bye-Law 6,
the Companies Acts, its memorandum and any confirmation or consent required by law, these
Bye-Laws or otherwise, the Company may from time to time by Resolution authorise the
reduction of its issued Share capital or any Share premium account in any manner. |
| 17.2 | In relation to any such reduction,
the Company may by Resolution determine the terms upon which such reduction is to be
effected including, in the case of a reduction of part only of a class of Shares, those
Shares to be affected. |
GENERAL
MEETINGS AND RESOLUTIONS IN WRITING
| 18. | General Meetings and Resolutions
in Writing |
| 18.1 | If required under the Companies
Act, the Board shall convene and the Company shall hold general meetings as Annual General
Meetings in accordance with the requirements of the Companies Acts at such times and
places as the Board shall appoint or, if requested in writing signed by the Majority
Common Shareholder, at such times and places as the Majority Common Shareholder shall
request. The Board may, whenever it thinks fit, and shall, when required by the Companies
Acts or when requested by the Majority Common Shareholder, convene general meetings other
than Annual General Meetings which shall be called Special General Meetings, at such
time and place as the Board may appoint or, if requested in writing signed by the Majority
Common Shareholder, at such time and place as the Majority Common Shareholder shall request.
Except as required by the Companies Acts or when requested by the Majority Common Shareholder,
Special General Meetings may not be called by any person other than the Board. |
| 18.2 | Except in the case of the removal
of auditors or Directors, anything which may be done by resolution of the Shareholders
in general meeting or by resolution of any class of Shareholders in a separate general
meeting may be done by resolution in writing. Any such Resolution shall be signed by
such number of Shareholders (or the holders of such class of Shares) as provided in the
Companies Acts. Such resolution in writing may be signed by the Shareholder or its proxy,
or in the case of a Shareholder that is a corporation (whether or not a company within
the meaning of the Companies Acts) by its representative on behalf of such Shareholder,
in as many counterparts as may be necessary. |
| 18.3 | Notice of any resolution in
writing to be made under this Bye-Law shall be given to all the Shareholders who would
be entitled to attend a meeting and vote on the resolution. The requirement to give notice
of any resolution in writing to be made under this Bye-Law to such Shareholders shall
be satisfied by giving to those Shareholders a copy of that resolution in writing in
the same manner as that required for a notice of a general meeting of the Company at
which the resolution could have been considered, except that the length of the period
of notice shall not apply. The date of the notice shall be set out in the copy of the
resolution in writing. |
| 18.4 | The accidental omission to give
notice, in accordance with this Bye-Law, of a resolution in writing to, or the non-receipt
of such notice by, any person entitled to receive such notice shall not invalidate the
passing of the resolution in writing. |
| 18.5 | For the purposes of this Bye-Law,
the date of the resolution in writing is the date when the resolution in writing is signed
by, or on behalf of, the Shareholder who establishes the relevant number of votes required
for the passing of the resolution in writing and any reference in any enactment to the
date of passing of a |
resolution
is, in relation to a resolution in writing made in accordance with this Bye-Law, a reference to such date.
| 19. | Notice of General Meetings |
| 19.1 | An Annual General Meeting shall
be called by not less than thirty (30) days’ notice in writing and a Special General
Meeting shall be called by not less than seven (7) days, and, in either case, not more
than ninety (90) days, notice in writing. The notice shall be exclusive of the day on
which it is served or deemed to be served and of the day for which it is given, and shall
specify the place, day and time of the meeting, and the nature of the business to be
considered. Notice of every general meeting shall be given in any manner permitted by
these Bye-Laws to all Shareholders other than such as, under the provisions of these
Bye-Laws or the terms of issue of the Shares they hold, are not entitled to receive such
notice from the Company, and to every Director, and to any Resident Representative who
or which has delivered a written notice upon the Registered Office requiring that such
notice be sent to him or it. |
| 19.2 | A Shareholder present, either
in person or by proxy, at any meeting of the Company or of the holders of any class of
Shares present in person or by proxy shall be deemed to have received notice of the meeting
and, where requisite, of the purposes for which it was called. |
| 19.3 | The accidental omission to give
notice of a meeting or (in cases where instruments of proxy are sent out with the notice)
the accidental omission to send such instrument of proxy to, or the non-receipt of notice
of a meeting or such instrument of proxy by, any person entitled to receive such notice
shall not invalidate the proceedings at that meeting. |
| 19.4 | The Board may cancel or postpone
a meeting of the Shareholders after it has been convened and notice of such cancellation
or postponement shall be served in accordance with these Bye-Laws upon all Shareholders
entitled to notice of the meeting so cancelled or postponed setting out, where the meeting
is postponed to a specific date, notice of the new meeting in accordance with this Bye-Law
19. |
| 20. | Notice of Nominations and Shareholder
Business |
| 20.1 | Nominations of persons for election
to the Board or the proposal of other business to be transacted by the Shareholders may
be made at an Annual General Meeting only (i) pursuant to the Company’s notice
of meeting, (ii) by or at the direction of the Board or (iii) by any Shareholder who
is a Shareholder of record at the time of giving of notice provided for in Bye-Laws 20.1
– 20.3, who shall be entitled to vote at the meeting and who complies
with the notice procedures set forth in Bye-Laws 20.1 – 20.3. |
| 20.2 | For nominations or other business
to be properly brought before an Annual General Meeting or by a Shareholder pursuant
to clause (iii) of Bye-Law 20.1, the Shareholder must have given timely notice
thereof in writing to the Secretary and any such proposed business (other than the nominations
of persons for election to the Board) must constitute a proper matter for Shareholder
action. To |
be
timely, a Shareholder’s notice shall be delivered to, or mailed and received by, the Secretary at the Registered Office
(or at such other place or places as the Board may otherwise specify for this purpose) not less than sixty (60) days nor more
than ninety (90) days prior to the first anniversary of the preceding year’s Annual General Meeting of Shareholders; PROVIDED
HOWEVER, that in the event that the date of the Annual General Meeting is advanced more than thirty (30) days prior to such anniversary
date or delayed more than seventy (70) days after such anniversary date then to be timely such notice must be received by the
Company no earlier than ninety (90) days prior to such Annual General Meeting and no later than the later of sixty (60) days prior
to such Annual General Meeting or the tenth (10th) day following the day on which public announcement of the date of the meeting
was first made by the Company. In no event shall the public announcement of an adjournment or postponement of an Annual General
Meeting commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described above.
| 20.3 | A Shareholder’s notice
to the Secretary shall set forth (a) as to each person whom the Shareholder proposes
to nominate for election or re-election as a Director all information relating to such
person that is required to be disclosed in solicitations of proxies for election of Directors,
or is otherwise required, in each case pursuant to Regulation 14A under the Exchange
Act (including such person’s written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected), (b) as to any other business that
the Shareholder proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the text of the proposal or business (including
the text of any resolutions proposed for consideration and in the event that such business
includes a proposal to amend these Bye-Laws, the text of the proposed amendment), the
reasons for conducting such business at the meeting and any material interest in such
business of such Shareholder and the beneficial owner, if any, on whose behalf the proposal
is made and (c) as to the Shareholder giving the notice and the beneficial owner, if
any, on whose behalf the proposal is made: |
| 20.3.1 | the name and address, as they
appear on the Register, of such Shareholder and any such beneficial owner; |
| 20.3.2 | the class or series and number
of Shares which are held of record or are beneficially owned by such Shareholder and
by any such beneficial owner; |
| 20.3.3 | a description of any agreement,
arrangement or understanding between or among such Shareholder and any such beneficial
owner, any of their respective affiliates or associates, and any other person or persons
(including their names) in connection with the proposal of such nomination or other business; |
| 20.3.4 | a description of any agreement,
arrangement or understanding (including any derivative or short positions, profit interests,
options, warrants, convertible securities, stock appreciation or similar rights, hedging
transactions and borrowed or loaned Shares) that has been entered into by or on behalf
of, or any other agreement, arrangement or understanding that has been made, the effect
or intent of which is to |
mitigate
loss to, manage risk or benefit of Share price changes for, or increase or decrease the voting power of, such Shareholder or any
such beneficial owner, or any such nominee, with respect to the Company’s securities;
| 20.3.5 | a representation that the Shareholder
is a holder of record of Shares entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to bring such nomination or other business before
the meeting; and |
| 20.3.6 | a representation as to whether
such Shareholder or any such beneficial owner intends or is part of a group that intends
to (i) deliver a proxy statement and/or form of proxy to holders of at least the percentage
of the voting power of the Company’s outstanding Shares required to approve or
adopt the proposal or to elect each such nominee and/or (ii) otherwise to solicit proxies
from Shareholders in support of such proposal or nomination. |
| 20.4 | Only such business shall be
conducted at an Annual General Meeting or a Special General Meeting as shall have been
brought before the meeting pursuant to the Company’s notice of meeting pursuant
to Bye-Law 19, or otherwise in accordance with the Companies Acts. Nominations
of persons for election to the Board of the Company at a Special General Meeting may
be made by Shareholders only (i) in accordance with Bye-Law 18.1 or (ii)
if the election of directors is included as business to be brought before a Special General
Meeting in the Company’s notice of meeting, then only by any Shareholder of the
Company who is a Shareholder of record at the time of giving of notice provided for in
this Bye-Law 20, who shall be entitled to vote at the meeting and who complies
with the notice procedures set forth in this Bye-Law 20. The proposal by
Shareholders of other business to be conducted at a Special General Meeting may be made
only in accordance with Bye-Law 18.1. For nominations to be properly brought
by a Shareholder before a Special General Meeting pursuant to this Bye-Law 20,
the Shareholder must have given timely notice thereof in writing to the Secretary of
the Company. To be timely, a Shareholder’s notice shall be delivered to or mailed
and received at the Registered Office (or at such other place or places as the Board
may otherwise specify for this purpose) (A) not earlier than ninety (90) days prior to
the date of the Special General Meeting nor (B) later than the later of sixty (60) days
prior to the date of the Special General Meeting or the tenth (10th) day following the
day on which public announcement of the date of the Special General Meeting was first
made. A Shareholder’s notice to the Secretary shall comply with the notice requirements
of Bye-Law 20.3. |
| 20.5 | At the request of the Board,
any person nominated by the Board for election as a Director shall furnish to the Secretary
the information that is required to be set forth in a Shareholder’s notice of nomination
that pertains to the nominee. No person shall be eligible to be nominated by a Shareholder
to serve as a Director unless nominated in accordance with the procedures set forth in
this Bye-Law 20. No business shall be conducted at a general meeting except
in accordance with |
the
procedures set forth or referenced in Bye-Law 18.1 and this Bye-Law 20. The chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed
by these Bye-Laws or that business was not properly brought before the meeting, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded or such business shall not be transacted, as the case may be.
Notwithstanding the foregoing provisions of this Bye-Law 20, unless otherwise required by law, if the Shareholder
(or a qualified representative of the Shareholder) does not appear at the annual or special meeting of Shareholders of the Company
to present a nomination or other proposed business, such nomination shall be disregarded or such proposed business shall not be
transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been received by the Company.
| 20.6 | Without limiting the foregoing
provisions of this Bye-Law 20, a Shareholder shall also comply with all applicable
requirements of the Exchange Act with respect to the matters set forth in this Bye-Law
20; PROVIDED, HOWEVER, that any references in these Bye-Laws to the Exchange
Act or the rules and regulations promulgated thereunder are not intended to and shall
not limit any requirements applicable to nominations or proposals as to any other business
to be considered pursuant to this Bye-Law 20, and compliance with this Bye-Law
20 shall be the exclusive means for a Shareholder (other than the Majority
Common Shareholder) to make nominations or submit other business (other than as provided
in the last sentence of this Bye-Law 20.6). Notwithstanding anything to the
contrary, the notice requirements set forth herein with respect to the proposal of any
business pursuant to this Bye-Law 20 other than a nomination shall be deemed
satisfied by a Shareholder if such Shareholder has submitted a proposal to the Company
in compliance with Rule 14a-8 promulgated under the Exchange Act and such Shareholder’s
proposal is required to be included in a proxy statement that has been prepared by the
Company to solicit proxies for the meeting of Shareholders. |
| 20.7 | Notwithstanding anything to
the contrary contained in these Bye-Laws, the provisions of Bye-Law 20 (or
any part thereof) shall not apply to any nomination, notice, appointment or election
of a Director or to any other business to be transacted at any Annual General Meeting,
Special General Meeting, general meeting convened in accordance with the requirements
of the Companies Acts or pursuant to any resolution in writing pursuant to Bye-Law 18.2,
which, in any such case, is proposed by a Majority Common Shareholder. |
| 21. | Proceedings at General Meetings |
| 21.1 | In accordance with the Companies
Acts, a general meeting may be held with only one (1) individual present provided that
the requirement for a quorum is satisfied. No business shall be transacted at any general
meeting unless a quorum is present when the meeting proceeds to business, but the absence
of a quorum shall not preclude the appointment, choice or election of a chairman, which
shall not be treated as part of the business of the meeting. Save as otherwise provided
by these Bye-Laws, Shareholders entitled to vote at any general meeting and present |
in
person or by proxy representing not less than 25% of the Shares, shall be a quorum for all purposes.
| 21.2 | If within five (5) minutes (or
such longer time as the chairman of the meeting may determine to wait) after the time
appointed for the meeting, a quorum is not present, the meeting, if convened on the requisition
of Shareholders, shall be dissolved. In any other case, it shall stand adjourned to such
other day and such other time and place as the chairman of the meeting may determine
and at such adjourned meeting one (1) Shareholder present in person or by proxy and entitled
to vote shall be a quorum. The Company shall give not less than seven (7) days’
notice of any meeting adjourned through want of a quorum and such notice shall state
that the one (1) Shareholder present in person or by proxy (whatever the number of Shares
held by them) and entitled to vote shall be a quorum. |
| 21.3 | A meeting of the Shareholders
or any class thereof may be held by means of such telephone, electronic or other communication
facilities (including, without limiting the generality of the foregoing, by telephone,
video conference and webcast) as permit all persons participating in the meeting to communicate
with each other simultaneously and instantaneously, and participation in such a meeting
shall constitute presence in person at such meeting. If it appears to the chairman of
a general meeting that the Specified Place is inadequate to accommodate all persons entitled
and wishing to attend, the meeting is duly constituted and its proceedings are valid
if the chairman is satisfied that adequate facilities are available, whether at the Specified
Place or elsewhere, to ensure that each such person who is unable to be accommodated
at the Specified Place is able to communicate simultaneously and instantaneously with
the persons present at the Specified Place, whether by the use of microphones, loud-speakers,
audio-visual or other communications equipment or facilities. |
| 21.4 | Each Director, and upon giving
the notice referred to in Bye-Law 19.1 above, the Resident Representative,
if any, shall be entitled to attend and speak at any general meeting of the Company. |
| 21.5 | The Board may choose one of
their number to preside as chairman at every general meeting. If there is no such chairman,
or if at any meeting the chairman is not present within five (5) minutes after the time
appointed for holding the meeting, or is not willing to act as chairman, the Directors
present shall choose one of their number to act or if only one Director is present he
shall preside as chairman if willing to act. If no Director is present, or if each of
the Directors present declines to take the chair, the persons present and entitled to
vote on a poll shall elect one of their number to be chairman. |
| 21.6 | The chairman of the meeting
may, with the consent of any meeting at which a quorum is present (and shall if so directed
by the meeting), adjourn the meeting from time to time and from place to place but no
business shall be transacted at any adjourned meeting except business which might lawfully
have been transacted at the meeting from which the adjournment took place. When a meeting
is adjourned for three (3) months or more, notice of the adjourned meeting shall be given
as in the case of an original meeting. Save as expressly provided by these Bye-Laws,
it shall not be necessary to give any notice of an adjournment or of the business to
be transacted at an adjourned meeting. |
| 22.1 | Save where a greater majority
is required by the Companies Acts or these Bye-Laws and subject to Bye-Law 6,
any question proposed for consideration at any general meeting shall be decided on by
a simple majority of votes cast. |
| 22.2 | Subject to any rights or restrictions
for the time being lawfully attached to any class of Shares and subject to the provisions
of these Bye-Laws including any adjustments made to the voting power of the Shares of
any Shareholder pursuant to Bye-Law 6, at any general meeting, a resolution
put to the vote of the meeting shall be decided on a show of hands or by a count of votes
received in the form of electronic records, unless (before or on the declaration of the
result of the show of hands or count of votes received as electronic records or on the
withdrawal of any other demand for a poll) a poll is demanded by: |
| 22.2.1 | the chairman of the meeting;
or |
| 22.2.2 | at least three (3) Shareholders
present in person or represented by proxy; or |
| 22.2.3 | any Shareholder or Shareholders
present in person or represented by proxy and holding between them not less than one
tenth (1/10) of the total voting rights of all the Shareholders having the right to vote
at such meeting; or |
| 22.2.4 | a Shareholder or Shareholders
present in person or represented by proxy holding Shares conferring the right to vote
at such meeting, being Shares on which an aggregate sum has been Paid-Up equal to not
less than one tenth (1/10) of the total sum Paid-Up on all such Shares conferring such
right. |
The demand for a poll
may be withdrawn by the person or any of the persons making it at any time prior to the declaration but only with the consent
of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before
the demand for a poll was made. Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that
a resolution has, on a show of hands or count of votes received as electronic records, been carried or carried unanimously or
by a particular majority or not carried by a particular majority or lost shall be final and conclusive, and an entry to that effect
in the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of votes
recorded for or against such resolution.
| 22.3 | If a poll is duly demanded,
the result of the poll shall be deemed to be the resolution of the meeting at which the
poll is demanded. |
| 22.4 | A poll demanded on the election
of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded
on any other question shall be taken in such manner and either forthwith or at such time
(being not later than three (3) |
months
after the date of the demand) and place as the chairman shall direct and he may appoint scrutineers (who need not be Shareholders)
and fix a time and place for declaring the result of the poll. It shall not be necessary (unless the chairman otherwise directs)
for notice to be given of a poll.
| 22.5 | The demand for a poll shall
not prevent the continuance of a meeting for the transaction of any business other than
the question on which the poll has been demanded and it may be withdrawn at any time
before the close of the meeting or the taking of the poll, whichever is the earlier. |
| 22.6 | On a poll, votes may be cast
either personally or by proxy. |
| 22.7 | A person entitled to more than
one vote on a poll need not use all his votes or cast all the votes he uses in the same
way. |
| 22.8 | In the case of an equality of
votes at a general meeting, whether on a show of hands or count of votes received as
electronic records or on a poll, the chairman of such meeting shall not be entitled to
a second or casting vote and the resolution shall fail. |
| 22.9 | In the case of joint holders
of a Share, the vote of the senior who tenders a vote, whether in person or by proxy,
shall be accepted to the exclusion of the votes of the other joint holders, and for this
purpose seniority shall be determined by the order in which the names stand in the Register
in respect of the joint holding. |
| 22.10 | A Shareholder who is a patient
for any purpose of any statute or applicable law relating to mental health or in respect
of whom an order has been made by any Court having jurisdiction for the protection or
management of the affairs of persons incapable of managing their own affairs may vote,
whether on a show of hands or on a poll, by his receiver, committee, curator bonis
or other person in the nature of a receiver, committee or curator bonis appointed
by such Court and such receiver, committee, curator bonis or other person may
vote on a poll by proxy, and may otherwise act and be treated as such Shareholder for
the purpose of general meetings. |
| 22.11 | No Shareholder shall, unless
the Board otherwise determines, be entitled to vote at any general meeting unless all
calls or other sums presently payable by him in respect of Shares in the Company have
been paid. |
| 22.12.1 | any objection shall be raised
to the qualification of any voter; or, |
| 22.12.2 | any votes have been counted
which ought not to have been counted or which might have been rejected; or, |
| 22.12.3 | any votes are not counted which
ought to have been counted, |
the objection or error
shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out
at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is
given or tendered or
at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the
decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting.
The decision of the chairman on such matters shall be final and conclusive.
| 23. | Proxies and Corporate Representatives |
| 23.1 | A Shareholder may appoint one
or more persons as his proxy, with or without the power of substitution, to represent
him and vote on his behalf in respect of all or some of his Shares at any general meeting
(including an adjourned meeting). A proxy need not be a Shareholder. |
| 23.2 | The instrument appointing a
proxy or corporate representative shall be in writing executed by the appointor or his
attorney authorised by him in writing or, if the appointor is a corporation, either under
its seal or executed by an officer, attorney or other person authorised to sign the same. |
| 23.3 | Any Shareholder may appoint
a proxy or (if a corporation) representative (or representatives) for a specific general
meeting, and adjournments thereof, or may appoint a standing proxy or (if a corporation)
representative, by serving on the Company at the Registered Office, or at such place
or places as the Board may otherwise specify for the purpose, a proxy or (if a corporation)
an authorisation. Any standing proxy or authorisation shall be valid for all general
meetings and adjournments thereof or resolutions in writing, as the case may be, until
notice of revocation is received at the Registered Office or at such place or places
as the Board may otherwise specify for the purpose. Where a standing proxy or authorisation
exists, its operation shall be deemed to have been suspended at any general meeting or
adjournment thereof at which the Shareholder is present or in respect to which the Shareholder
has specially appointed a proxy or representative. The Board may from time to time require
such evidence as it shall deem necessary as to the due execution and continuing validity
of any standing proxy or authorisation and the operation of any such standing proxy or
authorisation shall be deemed to be suspended until such time as the Board determines
that it has received the requested evidence or other evidence satisfactory to it. |
| 23.4 | Any Shareholder may irrevocably
appoint a proxy and in such case: (i) such proxy shall be irrevocable in accordance with
the terms of the instrument of appointment; (ii) the holder of such proxy shall be the
only person entitled to vote the relevant Shares at any meeting at which such holder
is present; and (iii) the Company shall be obliged to recognise the holder of such proxy
until such time as such holder shall notify the Company in writing that such proxy is
no longer in force. |
| 23.5 | Subject to Bye-Law 23.3,
the instrument appointing a proxy or corporate representative together with such other
evidence as to its due execution as the Board may from time to time require, shall be
delivered at the Registered Office (or at such place as may be specified in the notice
convening the meeting or in any notice of any adjournment or, in either case or the case
of a resolution in writing, in any document sent therewith) prior to the holding of the
relevant |
meeting
or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently
to the date of a meeting or adjourned meeting, before the time appointed for the taking of the poll, or, in the case of a resolution
in writing, prior to the effective date of the resolution in writing and in default the instrument of proxy or authorisation shall
not be treated as valid.
| 23.6 | Instruments of proxy or authorisation
shall be in any common form or in such other form as the Board may approve and the Board
may, if it thinks fit, send out with the notice of any meeting or any resolution in writing
forms of instruments of proxy or authorisation for use at that meeting or in connection
with that resolution in writing. The instrument of proxy shall be deemed to confer authority
to demand or join in demanding a poll, to speak at the meeting and to vote on any amendment
of a resolution in writing or amendment of a resolution put to the meeting for which
it is given as the proxy thinks fit. The instrument of proxy or authorisation shall,
unless the contrary is stated therein, be valid as well for any adjournment of the meeting
as for the meeting to which it relates. If the terms of the appointment of a proxy include
a power of substitution, any proxy appointed by substitution under such power shall be
deemed to be the proxy of the Shareholder who conferred such power. All the provisions
of these Bye-Laws relating to the execution and delivery of an instrument or other form
of communication appointing or evidencing the appointment of a proxy shall apply, mutatis
mutandis, to the instrument or other form of communication effecting or evidencing
such an appointment by substitution. |
| 23.7 | A vote given in accordance with
the terms of an instrument of proxy or authorisation shall be valid notwithstanding the
previous death or unsoundness of mind of the principal, or revocation of the instrument
of proxy or of the corporate authority, provided that no intimation in writing of such
death, unsoundness of mind or revocation shall have been received by the Company at the
Registered Office (or such other place as may be specified for the delivery of instruments
of proxy or authorisation in the notice convening the meeting or other documents sent
therewith) at least one hour before the commencement of the meeting or adjourned meeting,
or the taking of the poll, or the day before the effective date of any resolution in
writing at which the instrument of proxy or authorisation is used. |
| 23.8 | Subject to the Companies Acts,
the Board may at its discretion waive any of the provisions of these Bye-Laws related
to proxies or authorisations and, in particular, may accept such verbal or other assurances
as it thinks fit as to the right of any person to attend, speak and vote on behalf of
any Shareholder at general meetings or to sign resolutions in writing. |
BOARD
OF DIRECTORS
| 24. | Appointment and Removal of Directors |
| 24.1 | The number of Directors of the
Board shall be such number not less than three (3) as the Company by Resolution may,
from time to time, determine. No share qualification shall be required of any Director. |
| 24.2 | The Directors shall be elected
or appointed at the Annual General Meeting, at any Special General Meeting called for
that purpose or by Resolution. The Shareholders may authorise the Directors to fill any
vacancy in their number , from time to time. |
| 24.3 | Directors shall hold office
for such term as the Shareholders may determine or, in the absence of such determination,
until the next Annual General Meeting or until their successors are elected or appointed
or their office is otherwise vacated. |
| 24.4 | The Company may in a Special
General Meeting called for that purpose remove a Director, PROVIDED notice of any such
meeting shall be served upon the Director concerned not less than fourteen (14) days
before such meeting and s/he shall be entitled to be heard at such meeting. |
| 25. | Resignation and Disqualification
of Directors |
| 25.1 | The office of a Director shall
be vacated upon the happening of any of the following events: |
| 25.1.1 | if he resigns his office by
notice in writing delivered to the Registered Office or tendered at a meeting of the
Board; |
| 25.1.2 | if he becomes of unsound mind
or a patient for any purpose of any statute or applicable law relating to mental health
and the Board resolves that his office is vacated; |
| 25.1.3 | if he becomes bankrupt under
the laws of any country or compounds with his creditors; |
| 25.1.4 | if he is prohibited by law from
being a Director; or |
| 25.1.5 | if he ceases to be a Director
by virtue of the Companies Acts or these Bye-Laws or is removed from office pursuant
to Bye-Law 24.4. |
| 25.2 | The provisions of section 93
of the Companies Act 1981 of Bermuda shall not apply to the Company. |
| 26.1 | A Director may appoint another
Director as his Alternate Director and may remove such Alternate Director. Any appointment
or removal of an Alternate Director by a Director shall be effected by delivery of a
written notice of appointment or removal to the Secretary at the Registered Office, signed
by such Director, and such notice shall be effective immediately upon receipt or on any
later date specified in that notice. Any Alternate Director may be removed by the Board.
An Alternate Director may also be a Director in his own right and may act as alternate
to more than one Director. |
| 26.2 | An Alternate Director shall
cease to be an Alternate Director: |
| 26.2.1 | if his appointor ceases to be
a Director; |
| 26.2.2 | on the happening of any event
which, if he were a Director, would cause him to vacate his office as Director; |
| 26.2.3 | if he is removed from office
pursuant to Bye-Law 26.1; or |
| 26.2.4 | if he resigns his office by
notice to the Secretary at the Registered Office. |
| 26.3 | An Alternate Director shall
be entitled to receive notices of all meetings of Directors, to attend, be counted in
the quorum and vote at any such meeting at which any Director to whom he is alternate
is not personally present, and generally to perform all the functions of any Director
to whom he is alternate in his absence. |
| 26.4 | Every person acting as an Alternate
Director shall (except as regards powers to appoint an alternate and remuneration) be
subject in all respects to the provisions of these Bye-Laws relating to Directors and
shall alone be responsible to the Company for his acts and defaults and shall not be
deemed to be the agent of or for any Director for whom he is alternate. An Alternate
Director may be paid expenses and shall be entitled to be indemnified by the Company
to the same extent mutatis mutandis as if he were a Director. Every person acting
as an Alternate Director shall have one vote for each Director for whom he acts as alternate
(in addition to his own vote if he is also a Director). The signature of an Alternate
Director to any resolution in writing of the Board or a committee of the Board shall,
unless the terms of his appointment provides to the contrary, be as effective as the
signature of the Director or Directors to whom he is alternate. |
| 27. | Directors’ Fees and Additional
Remuneration and Expenses |
| 27.1 | The ordinary remuneration of
the Director’s office for their services (excluding amounts payable under any other
provision of these Bye-Laws) shall be determined by the Board and each such Director
shall be paid a fee (which shall be deemed to accrue from day to day) at such rate as
may from time to time be determined by the Board. Each Director may be paid his reasonable
travel, hotel and incidental expenses in attending and returning from meetings of the
Board or committees constituted pursuant to these Bye-Laws or general meetings and shall
be paid all expenses properly and reasonably incurred by him in the conduct of the Company’s
business or in the discharge of his duties as a Director. Any Director who, by request,
goes or resides abroad for any purposes of the Company or who performs services which
in the opinion of the Board go beyond the ordinary duties of a Director may be paid such
extra remuneration (whether by way of salary, commission, participation in profits or
otherwise) as the Board may determine, and such extra remuneration shall be in addition
to any remuneration provided for by or pursuant to any other Bye-Law. |
| 27.2 | No Director or former Director
shall be accountable to the Company or the Shareholders for any benefit provided pursuant
to this Bye-Law 27 and the receipt of any such benefit shall not disqualify
any person from being or becoming a Director. |
| 28.1 | A Director may hold any other
office or place of profit with the Company (except that of auditor) in conjunction with
his office of Director for such period and upon such terms as the Board may determine,
and may be paid such extra remuneration therefor (whether by way of salary, commission,
participation in profits or otherwise) as the Board may determine, and such extra remuneration
shall be in addition to any remuneration provided for by or pursuant to any other Bye-Law. |
| 28.2 | A Director may act by himself
or his firm in a professional capacity for the Company (otherwise than as auditor) and
he or his firm shall be entitled to remuneration for professional services as if he were
not a Director. |
| 28.3 | Subject to the provisions of
the Companies Acts, a Director may notwithstanding his office be a party to, or otherwise
interested in, any transaction or arrangement with the Company or in which the Company
is otherwise interested; and be a director or other officer of, or employed by, or a
party to any transaction or arrangement with, or otherwise interested in, any body corporate
promoted by the Company or in which the Company is interested. The Board may also cause
the voting power conferred by the shares in any other company held or owned by the Company
to be exercised in such manner in all respects as it thinks fit, including the exercise
thereof in favour of any resolution appointing the Directors or any of them to be directors
or officers of such other company, or voting or providing for the payment of remuneration
to the directors or officers of such other company. |
| 28.4 | So long as, where it is necessary,
he declares the nature of his interest at the first opportunity at a meeting of the Board
or by writing to the Directors as required by the Companies Acts, a Director shall not
by reason of his office be accountable to the Company for any benefit which he derives
from any office or employment to which these Bye-Laws allow him to be appointed or from
any transaction or arrangement in which these Bye-Laws allow him to be interested, and
no such transaction or arrangement shall be liable to be avoided on the ground of any
interest or benefit. |
| 28.5 | A Director who has disclosed
his interest in a transaction or arrangement with the Company, or in which the Company
is otherwise interested, may be counted in the quorum and vote at any meeting at which
such transaction or arrangement is considered by the Board. |
| 28.6 | Subject to the Companies Acts
and any further disclosure required thereby, a general notice to the Directors by a Director
or Officer declaring that he is interested (directly or indirectly) in any transaction
or arrangement proposed to be entered into by the Company shall be a sufficient declaration
of interest in relation to such transaction or arrangement. |
| 29. | Corporate Opportunities |
| 29.1 | Subject to any express agreement
that may from time to time be in effect, each of (x) any Director or Officer who is also
a director, officer, employee, managing director or Affiliate of an EXOR Group Member
(collectively, the “Managers”) |
and
(y) their respective Affiliates, may, and shall have no duty not to, in each case on behalf of the Managers or their Affiliates
(the persons and entities in clauses (x) and (y), each a “Covered Manager Person”), to the fullest extent permitted
by applicable law, (i) carry on and conduct, whether directly or indirectly, including (without limitation) as a partner in any
partnership, as a joint venturer in any joint venture, or a director, officer, employee or shareholder of any Company, or as a
participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such
business is competitive with or in the same or similar lines of business as the Company, (ii) do business with any client, customer,
vendor or other person that has a commercial relationship with the Company or any of its Affiliates, and (iii) make investments
in any kind of property in which the Company may make investments. To the fullest extent permitted by law, the Company hereby
renounces any interest or expectancy of the Company to participate in any business of the Managers or their Affiliates, and waives
any claim against a Covered Manager Person and shall indemnify a Covered Manager Person against any claim that such Covered Manager
Person is liable to the Company or its shareholders for breach of any fiduciary duty solely by reason of such person’s or
entity’s participation in any such business.
| 29.2 | If a Covered Manager Person
acquires knowledge of a potential transaction or matter which may constitute a corporate
opportunity for both (x) the Covered Manager Person, in his or her EXOR Group Member-related
capacity, or an EXOR Group Member (other than the Company) and (y) the Company, the Covered
Manager Person shall not, to the fullest extent permitted by applicable law, have any
duty to offer or communicate information regarding such corporate opportunity to the
Company. To the fullest extent permitted by law, the Company hereby renounces any interest
or expectancy of the Company in such corporate opportunity and waives any claim against
each Covered Manager Person and shall indemnify a Covered Manager Person against any
claim that such Covered Manager Person is liable to the Company or its shareholders for
breach of any fiduciary duty solely by reason of the fact that such Covered Manager Person
(i) pursues or acquires any corporate opportunity for the account of an EXOR Group Member,
(ii) directs, recommends, sells, assigns, or otherwise transfers such corporate opportunity
to another person or (iii) does not communicate information regarding such corporate
opportunity to the Company, PROVIDED, HOWEVER, in each case, that any corporate opportunity
which is expressly offered to a Covered Manager Person in writing solely in his or her
capacity as a Director or Officer shall belong to the Company. |
| 29.3 | Any person or entity purchasing
or otherwise acquiring any interest in any Shares of the Company shall be deemed to have
notice of and to have consented to the provisions of this Bye-Law 29. |
POWERS
AND DUTIES OF THE BOARD
| 30. | Powers and Duties of the Board |
| 30.1 | Subject to the provisions of
the Companies Acts and these Bye-Laws, the Board shall manage the business of the Company
and may pay all expenses incurred in promoting and incorporating the Company and may
exercise all the powers of the |
Company.
No alteration of these Bye-Laws shall invalidate any prior act of the Board which would have been valid if that alteration had
not been made. The powers given by this Bye-Law 30 shall not be limited by any special power given to the Board by
these Bye-Laws and a meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities
and discretions for the time being vested in or exercisable by the Board.
| 30.2 | The Board may exercise all the
powers of the Company except those powers that are required by the Companies Acts or
these Bye-Laws to be exercised by the Shareholders. |
| 30.3 | All cheques, promissory notes,
drafts, bills of exchange and other instruments, whether negotiable or transferable or
not, and all receipts for money paid to the Company shall be signed, drawn, accepted,
endorsed or otherwise executed, as the case may be, in such manner as the Board shall
from time to time determine. |
| 30.4 | In addition to its powers under
Bye-Law 27, the Board on behalf of the Company may provide benefits, whether
by the payment of gratuities or pensions or otherwise, for any person including any Director
or former Director who has held any executive office or employment with the Company or
with any body corporate which is or has been a subsidiary or Affiliate of the Company
or a predecessor in the business of the Company or of any such subsidiary or Affiliate,
and to any member of his family or any person who is or was dependent on him, and may
contribute to any fund and pay premiums for the purchase or provision of any such gratuity,
pension or other benefit, or for the insurance of any such person. |
| 30.5 | The Board may from time to time
appoint one or more of its body to hold any other employment or executive office with
the Company for such period and upon such terms as the Board may determine and may revoke
or terminate any such appointments. Any such revocation or termination as aforesaid shall
be without prejudice to any claim for damages that such Director may have against the
Company or the Company may have against such Director for any breach of any contract
of service between him and the Company which may be involved in such revocation or termination.
Any person so appointed shall receive such remuneration (if any) (whether by way of salary,
commission, participation in profits or otherwise) as the Board may determine, and either
in addition to or in lieu of his remuneration as a Director. |
| 31. | Delegation of the Board’s Powers |
| 31.1 | The Board may by power of attorney
appoint any company, firm or person or any fluctuating body of persons, whether nominated
directly or indirectly by the Board, to be the attorney or attorneys of the Company for
such purposes and with such powers, authorities and discretions (not exceeding those
vested in or exercisable by the Board under these Bye-Laws) and for such period and subject
to such conditions as it may think fit, and any such power of attorney may contain such
provisions for the protection and convenience of persons dealing with any such attorney
and of such attorney as the Board may think fit, and may also authorise any such attorney
to sub-delegate all or any of the powers, authorities and discretions vested in him.
Such attorney may, if so authorised by |
the
power of attorney, execute any deed, instrument or other document on behalf of the Company.
| 31.2 | The Board may entrust to and
confer upon any Director, Officer or, without prejudice to the provisions of Bye-Law
31.3, other person any of the powers, authorities and discretions exercisable
by it upon such terms and conditions with such restrictions as it thinks fit, and either
collaterally with, or to the exclusion of, its own powers, authorities and discretions,
and may from time to time revoke or vary all or any of such powers, authorities and discretions,
but no person dealing in good faith and without notice of such revocation or variation
shall be affected thereby. |
| 31.3 | The Board may delegate any of
its powers, authorities and discretions to committees, consisting of one (1) or more
persons, as it thinks fit. Any committee so formed shall, in the exercise of the powers
authorities and discretions so delegated, conform to any directions which may be imposed
upon it by the Board. The meetings and proceedings of any such committee shall be governed
by the provisions of these Bye-Laws regulating the meetings and proceedings of the Board,
so far as the same are applicable and are not superseded by directions imposed by the
Board. |
| 32. | Proceedings of the Board |
| 32.1 | The Board may meet for the despatch
of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions
arising at any meeting shall be determined by a majority of votes cast at a meeting at
which a quorum is present. In the case of an equality of votes, the motion shall be deemed
to have been lost. A Director may, and the Secretary on the requisition of a Director
shall, at any time summon a meeting of the Board. |
| 32.2 | Notice of a meeting of the Board
may be given to a Director by word of mouth or in any manner permitted by these Bye-Laws.
A Director may retrospectively waive the requirement for notice of any meeting by consenting
in writing to the business conducted at the meeting. |
| 32.3 | The quorum necessary for the
transaction of the business of the Board may be fixed by the Board and, unless so fixed
at any other number, shall be three (3) individuals and requires the presence of at least
one Majority Shareholder Director Designee for so long as the Board consists of at least
one Majority Shareholder Director Designee. Any Director who ceases to be a Director
at a meeting of the Board may continue to be present and to act as a Director and be
counted in the quorum until the termination of the meeting if no other Director objects
and if otherwise a quorum of Directors would not be present. |
| 32.4 | A Director who to his knowledge
is in any way, whether directly or indirectly, interested in a contract or proposed contract,
transaction or arrangement with the Company and has complied with the provisions of the
Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be
entitled to vote in respect of any contract, transaction or arrangement in which he is
so interested and if he shall do so his vote shall be counted, and he shall be taken
into account in ascertaining whether a quorum is present. |
| 32.5 | The Resident Representative
shall, upon delivering written notice of an address for the purposes of receipt of notice
to the Registered Office, be entitled to receive notice of, attend and be heard at, and
to receive minutes of all meetings of the Board. |
| 32.6 | So long as a quorum of Directors
remains in office, the continuing Directors may act notwithstanding any vacancy in the
Board but, if no such quorum remains, the continuing Directors or a sole continuing Director
may act only for the purpose of (i) calling a general meeting or (ii) preserving the
assets of the Company. |
| 32.7 | The Board may choose one of
their number to preside as chairman at every meeting of the Board. If there is no such
chairman, or if at any meeting the chairman is not present within five (5) minutes after
the time appointed for holding the meeting, or is not willing to act as chairman, the
Directors present may choose one of their number to be chairman of the meeting. |
| 32.8 | The meetings and proceedings
of any committee consisting of one (1) or more members shall be governed by the provisions
contained in these Bye-Laws for regulating the meetings and proceedings of the Board
so far as the same are applicable and are not superseded by any regulations imposed by
the Board. |
| 32.9 | A resolution in writing signed
by all the Directors for the time being entitled to receive notice of a meeting of the
Board (or by an Alternate Director, as provided for in these Bye-Laws) or by all the
members of a committee for the time being shall be as valid and effectual as a resolution
passed at a meeting of the Board or, as the case may be, of such committee duly called
and constituted. Such resolution may be contained in one document or in several documents
in the like form each signed by one or more of the Directors or members of the committee
concerned. |
| 32.10 | A meeting of the Board or a
committee appointed by the Board may be held by means of such telephone, electronic or
other communication facilities (including, without limiting the generality of the foregoing,
by telephone or by video conferencing) as permit all persons participating in the meeting
to communicate with each other simultaneously and instantaneously and participation in
such a meeting shall constitute presence in person at such meeting. Such a meeting shall
be deemed to take place where the largest group of those Directors participating in the
meeting is physically assembled, or, if there is no such group, where the chairman of
the meeting then is. |
| 32.11 | All acts done by the Board
or by any committee or by any person acting as a Director or member of a committee or
any person duly authorised by the Board or any committee shall, notwithstanding that
it is afterwards discovered that there was some defect in the appointment of any member
of the Board or such committee or person acting as aforesaid or that they or any of them
were disqualified or had vacated their office, be as valid as if every such person had
been duly appointed and was qualified and had continued to be a Director, member of such
committee or person so authorised. |
OFFICERS
| 33.1 | The Officers of the Company,
who may or may not be Directors, may be appointed by the Board at any time. Any person
appointed pursuant to this Bye-Law 33 shall hold office for such period and
upon such terms as the Board may determine and the Board may revoke or terminate any
such appointment. Any such revocation or termination shall be without prejudice to any
claim for damages that such Officer may have against the Company or the Company may have
against such Officer for any breach of any contract of service between him and the Company
which may be involved in such revocation or termination. Save as provided in the Companies
Acts or these Bye-Laws, the powers and duties of the Officers of the Company shall be
such (if any) as are determined from time to time by the Board. |
MINUTES
| 34.1 | The Board shall cause minutes
to be made and books kept for the purpose of recording: |
| 34.1.1 | all appointments of Officers
made by the Board; |
| 34.1.2 | the names of the Directors and
other persons (if any) present at each meeting of the Board and of any committee; and |
| 34.1.3 | all proceedings at meetings
of the Company, of the holders of any class of Shares in the Company, of the Board and
of committees appointed by the Board. |
| 34.2 | Shareholders shall only be entitled
to see the Register of Directors and Officers, the Register, the financial information
provided for in Bye-Law 41.3 and the minutes of meetings of the Shareholders
of the Company. |
SECRETARY
AND RESIDENT REPRESENTATIVE
| 35. | Secretary and Resident Representative |
| 35.1 | The Secretary (including one
or more deputy or assistant secretaries) and, if required, the Resident Representative,
shall be appointed by the Board at such remuneration (if any) and upon such terms as
it may think fit and any Secretary and Resident Representative so appointed may be removed
by the Board. The duties of the Secretary and the duties of the Resident Representative
shall be those prescribed by the Companies Acts together with such other duties as shall
from time to time be prescribed by the Board. |
| 35.2 | A provision of the Companies
Acts or these Bye-Laws requiring or authorising a thing to be done by or to a Director
and the Secretary shall not be satisfied by its |
being
done by or to the same person acting both as Director and as, or in the place of, the Secretary.
THE
SEAL
| 36.1 | The Board may authorise the
production of a common seal of the Company and one or more duplicate common seals of
the Company, which shall consist of a circular device with the name of the Company around
the outer margin thereof and the country and year of registration in Bermuda across the
centre thereof. |
| 36.2 | Any document required to be
under seal or executed as a deed on behalf of the Company may be: |
| 36.2.1 | executed under the Seal in accordance
with these Bye-Laws; or |
| 36.2.2 | signed or executed by any person
authorised by the Board for that purpose, without the use of the Seal. |
| 36.3 | The Board shall provide for
the custody of every Seal. A Seal shall only be used by authority of the Board or of
a committee constituted by the Board. Subject to these Bye-Laws, any instrument to which
a Seal is affixed shall be attested by the signature of: |
| 36.3.3 | any one person authorised by
the Board for that purpose. |
DIVIDENDS
AND OTHER PAYMENTS
| 37. | Dividends and Other Payments |
| 37.1 | Except insofar as the rights
attaching to, or the terms of issue of, any Share otherwise provide, the Board may from
time to time declare dividends or distributions out of contributed surplus to be paid
to the Shareholders according to their rights and interests, including such interim dividends
as appear to the Board to be justified by the position of the Company. The Board, in
its discretion, may determine that any dividend shall be paid in cash or shall be satisfied,
subject to Bye-Law 38, in paying up in full Shares in the Company to be issued
to the Shareholders credited as fully paid or partly paid or partly in one way and partly
the other. The Board may also pay any fixed cash dividend which is payable on any Shares
of the Company half yearly or on such other dates, whenever the position of the Company,
in the opinion of the Board, justifies such payment. |
| 37.2 | Except insofar as the rights
attaching to, or the terms of issue of, any Share otherwise provide: |
| 37.2.1 | all dividends or distributions
out of contributed surplus may be declared and paid according to the amounts Paid-Up
on the Shares in respect of which the dividend or distribution is paid, and an amount
Paid-Up on a Share in advance of calls may be treated for the purpose of this Bye-Law
37 as Paid-Up on the Share; |
| 37.2.2 | dividends or distributions out
of contributed surplus may be apportioned and paid pro rata according to the amounts
Paid-Up on the Shares during any portion or portions of the period in respect of which
the dividend or distribution is paid. |
| 37.3 | The Board may deduct from any
dividend, distribution or other monies payable to a Shareholder by the Company on or
in respect of any Shares all sums of money (if any) presently payable by him to the Company
on account of calls or otherwise in respect of Shares of the Company. |
| 37.4 | No dividend, distribution or
other monies payable by the Company on or in respect of any Share shall bear interest
against the Company. |
| 37.5 | Any dividend, distribution or
interest, or part thereof payable in cash, or any other sum payable in cash to the holder
of Shares may be paid by cheque or warrant sent through the post or by courier addressed
to the holder at his address in the Register or, in the case of joint holders, addressed
to the holder whose name stands first in the Register in respect of the Shares at his
registered address as appearing in the Register or addressed to such person at such address
as the holder or joint holders may in writing direct. Every such cheque or warrant shall,
unless the holder or joint holders otherwise direct, be made payable to the order of
the holder or, in the case of joint holders, to the order of the holder whose name stands
first in the Register in respect of such Shares, and shall be sent at his or their risk
and payment of the cheque or warrant by the bank on which it is drawn shall constitute
a good discharge to the Company. Any one of two (2) or more joint holders may give effectual
receipts for any dividends, distributions or other monies payable or property distributable
in respect of the Shares held by such joint holders. |
| 37.6 | Any dividend or distribution
out of contributed surplus unclaimed for a period of six (6) years from the date of declaration
of such dividend or distribution shall be forfeited and shall revert to the Company and
the payment by the Board of any unclaimed dividend, distribution, interest or other sum
payable on or in respect of the Share into a separate account shall not constitute the
Company a trustee in respect thereof. |
| 37.7 | The Board may also, in addition
to its other powers, direct payment or satisfaction of any dividend or distribution out
of contributed surplus wholly or in part by the distribution of specific assets, and
in particular of paid-up Shares or debentures of any other company, and where any difficulty
arises in regard to such distribution or dividend, the Board may settle it as it thinks
expedient, and in particular, may authorise any person to sell and transfer any fractions
or may ignore fractions altogether, and may fix the value for distribution or dividend
purposes of any such specific assets and may determine that cash payments shall be made
to any Shareholders upon the footing of the values so fixed in order to |
secure
equality of distribution and may vest any such specific assets in trustees as may seem expedient to the Board, PROVIDED that such
dividend or distribution may not be satisfied by the distribution of any partly paid Shares or debentures of any company without
the sanction of a Resolution.
The Board may, before
declaring any dividend or distribution out of contributed surplus, set aside such sums as it thinks proper as reserves which shall,
at the discretion of the Board, be applicable for any purpose of the Company and pending such application may, also at such discretion,
either be employed in the business of the Company or be invested in such investments as the Board may from time to time think
fit. The Board may also without placing the same to reserve carry forward any sums which it may think it prudent not to distribute.
CAPITALISATION
OF PROFITS
| 39. | Capitalisation of Profits |
| 39.1 | The Board may from time to time
resolve to capitalise all or any part of any amount for the time being standing to the
credit of any reserve or fund which is available for distribution or to the credit of
any Share premium account and accordingly that such amount be set free for distribution
amongst the Shareholders or any class of Shareholders who would be entitled thereto if
distributed by way of dividend and in the same proportions, on the footing that the same
be not paid in cash but be applied either in or towards paying up amounts for the time
being unpaid on any Shares in the Company held by such Shareholders respectively or in
payment up in full of unissued Shares, debentures or other obligations of the Company,
to be allotted and distributed credited as fully paid amongst such Shareholders, or partly
in one way and partly in the other, PROVIDED that for the purpose of this Bye-Law 39,
a Share premium account may be applied only in paying up of unissued Shares to be issued
to such Shareholders credited as fully paid. |
| 39.2 | Where any difficulty arises
in regard to any distribution under this Bye-Law 39, the Board may settle
the same as it thinks expedient and, in particular, may authorise any person to sell
and transfer any fractions or may resolve that the distribution should be as nearly as
may be practicable in the correct proportion but not exactly so or may ignore fractions
altogether, and may determine that cash payments should be made to any Shareholders in
order to adjust the rights of all parties, as may seem expedient to the Board. The Board
may appoint any person to sign on behalf of the persons entitled to participate in the
distribution any contract necessary or desirable for giving effect thereto and such appointment
shall be effective and binding upon the Shareholders. |
RECORD
DATES
| 40.1 | Notwithstanding any other provisions
of these Bye-Laws, the Board may fix any date as the record date for any dividend, distribution,
allotment or issue and as |
more
particularly set out in Bye-Law 40.2 for the purpose of identifying the persons entitled to receive notices of any
general meeting and to vote at any general meeting. Any such record date may be on or at any time before or after any date on
which such dividend, distribution, allotment or issue is declared, paid or made or such notice is despatched.
| 40.2 | In relation to any general meeting
of the Company or of any class of Shareholder or to any adjourned meeting or any poll
taken at a meeting or adjourned meeting of which notice is given, the Board may specify
in the notice of meeting or adjourned meeting or in any document sent to Shareholders
by or on behalf of the Board in relation to the meeting, a time and date (a “Record
Date”) prior to the date fixed for the meeting (the “Meeting Date”)
and, notwithstanding any provision in these Bye-Laws to the contrary, in such case: |
| 40.2.1 | each person entered in the Register
at the Record Date as a Shareholder, or a Shareholder of the relevant class (a “Record
Date Holder”) shall be entitled to attend and to vote at the relevant meeting
and to exercise all of the rights or privileges of a Shareholder, or a Shareholder of
the relevant class, in relation to that meeting in respect of the Shares, or the Shares
of the relevant class, registered in his name at the Record Date; |
| 40.2.2 | as regards any Shares, or Shares
of the relevant class, which are registered in the name of a Record Date Holder at the
Record Date but are not so registered at the Meeting Date (“Relevant Shares”),
each holder of any Relevant Shares at the Meeting Date shall be deemed to have irrevocably
appointed that Record Date Holder as his proxy for the purpose of attending and voting
in respect of those Relevant Shares at the relevant meeting (with power to appoint, or
to authorise the appointment of, some other person as proxy), in such manner as the Record
Date Holder in his absolute discretion may determine; and |
| 40.2.3 | accordingly, except through
his proxy pursuant to Bye-Law 40.2.2, a holder of Relevant Shares at the
Meeting Date shall not be entitled to attend or to vote at the relevant meeting, or to
exercise any of the rights or privileges of a Shareholder, or a Shareholder of the relevant
class, in respect of the Relevant Shares at that meeting. |
| 40.3 | The entry of the name of a person
in the Register as a Record Date Holder shall be sufficient evidence of his appointment
as proxy in respect of any Relevant Shares for the purposes of this paragraph, but all
the provisions of these Bye-Laws relating to the execution and deposit of an instrument
appointing a proxy or any ancillary matter (including the Board’s powers and discretions
relevant to such matter) shall apply to any instrument appointing any person other than
the Record Date Holder as proxy in respect of any Relevant Shares. |
ACCOUNTING
RECORDS
| 41.1 | The Board shall cause to be
kept accounting records sufficient to give a true and fair view of the state of the Company’s
affairs and to show and explain its transactions, in accordance with the Companies Acts. |
| 41.2 | The records of account shall
be kept at the Registered Office or at such other place or places as the Board thinks
fit, and shall at all times be open to inspection by the Directors, PROVIDED that if
the records of account are kept at some place outside Bermuda, there shall be kept at
an office of the Company in Bermuda such records as will enable the Directors to ascertain
with reasonable accuracy the financial position of the Company at the end of each three
(3) month period. No Shareholder (other than an Officer of the Company) shall have any
right to inspect any accounting record or book or document of the Company except as conferred
by law or authorised by the Board. |
| 41.3 | A copy of every balance sheet
and statement of income and expenditure, including every document required by law to
be annexed thereto, which is to be laid before the Company in general meeting, together
with a copy of the auditors’ report, shall be sent to each person entitled thereto
in accordance with the requirements of the Companies Acts. |
AUDIT
Save and to the extent
that an audit is waived in the manner permitted by the Companies Acts, auditors shall be appointed and their duties regulated
in accordance with the Companies Acts, any other applicable law and such requirements not inconsistent with the Companies Acts
as the Board may from time to time determine.
SERVICE
OF NOTICES AND OTHER DOCUMENTS
| 43. | Service of Notices and Other Documents |
| 43.1 | Any notice or other document
(including but not limited to a Share certificate, any notice of a general meeting of
the Company, any instrument of proxy and any document to be sent in accordance with Bye-Law
41) may be sent to, served on or delivered to any Shareholder by the Company |
| 43.1.2 | by sending it through the post
(by airmail where applicable) in a pre-paid letter addressed to such Shareholder at his
address as appearing in the Register; |
| 43.1.3 | by sending it by courier to
or leaving it at the Shareholder’s address appearing in the Register; |
| 43.1.4 | by, where applicable, sending
it by email or facsimile or other mode of representing or reproducing words in a legible
and non-transitory form or by sending an electronic record of it by electronic means,
in each case to an address or number supplied by such Shareholder for the purposes of
communication in such manner; or |
| 43.1.5 | by publication of an electronic
record of it on a website and notification of such publication (which shall include the
address of the website, the place on the website where the document may be found, and
how the document may be accessed on the website) by any of the methods set out in paragraphs
43.1.1, 43.1.2, 43.1.3 or 43.1.4 of this
Bye-Law 43, in accordance with the Companies Acts. |
In the case of joint
holders of a Share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes
be deemed as sufficient service on or delivery to all the joint holders.
| 43.2 | Any notice or other document
shall be deemed to have been served on or delivered to any Shareholder by the Company |
| 43.2.1 | if sent by personal delivery,
at the time of delivery; |
| 43.2.2 | if sent by post, forty-eight
(48) hours after it was put in the post; |
| 43.2.3 | if sent by courier or facsimile,
twenty-four (24) hours after sending; |
| 43.2.4 | if sent by email or other mode
of representing or reproducing words in a legible and non-transitory form or as an electronic
record by electronic means, twelve (12) hours after sending; or |
| 43.2.5 | if published as an electronic
record on a website, at the time that the notification of such publication shall be deemed
to have been delivered to such Shareholder, |
and in proving such service
or delivery, it shall be sufficient to prove that the notice or document was properly addressed and stamped and put in the post,
published on a website in accordance with the Companies Acts and the provisions of these Bye-Laws, or sent by courier, facsimile,
email or as an electronic record by electronic means, as the case may be, in accordance with these Bye-Laws.
Each Shareholder and
each person becoming a Shareholder subsequent to the adoption of these Bye-Laws, by virtue of its holding or its acquisition and
continued holding of a Share, as applicable, shall be deemed to have acknowledged and agreed that any notice or other document
(excluding a Share certificate) may be provided by the Company by way of accessing them on a website instead of being provided
by other means.
| 43.3 | Any notice or other document
delivered, sent or given to a Shareholder in any manner permitted by these Bye-Laws shall,
notwithstanding that such Shareholder is then dead or bankrupt or that any other event
has occurred, and |
whether
or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect
of any Share registered in the name of such Shareholder as sole or joint holder unless his name shall, at the time of the service
or delivery of the notice or document, have been removed from the Register as the holder of the Share, and such service or delivery
shall for all purposes be deemed as sufficient service or delivery of such notice or document on all persons interested (whether
jointly with or as claiming through or under him) in the Share.
| 43.4 | Save as otherwise provided,
the provisions of these Bye-Laws as to service of notices and other documents on Shareholders
shall mutatis mutandis apply to service or delivery of notices and other documents
to the Company or any Director, Alternate Director or Resident Representative pursuant
to these Bye-Laws. |
WINDING
UP
If the Company shall
be wound up, the liquidator may, with the sanction of a Resolution of the Company and any other sanction required by the Companies
Acts, divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall
consist of property of the same kind or not) and may for such purposes set such values as he deems fair upon any property to be
divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes
of Shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trust
for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall
be compelled to accept any Shares or other assets upon which there is any liability.
INDEMNITY
| 45.1 | Subject to the proviso below,
every Indemnified Person shall be fully indemnified and held harmless out of the assets
of the Company against all liabilities, losses, damages or expenses (including but not
limited to liabilities under contract, tort and statute or any applicable law or regulation
and all reasonable legal and other costs and expenses properly payable) incurred or suffered
by him by or by reason of any act done, conceived in or omitted in the conduct of the
Company’s business or in the discharge of his duties and the indemnity contained
in this Bye-Law 45 shall extend to any Indemnified Person acting in any office
or trust in the reasonable belief that he has been appointed or elected to such office
or trust notwithstanding any defect in such appointment or election PROVIDED ALWAYS that
the indemnity contained in this Bye-Law 45 shall not extend to any matter
which would render it void pursuant to the Companies Acts. The right to indemnification
conferred in this Bye-Law 45 shall be a contract right. |
| 45.2 | No Indemnified Person shall
be liable to the Company for the acts, defaults or omissions of any other Indemnified
Person. |
| 45.3 | Every Indemnified Person shall
be indemnified out of the assets of the Company against all liabilities incurred by him
by or by reason of any act done, conceived in or omitted in the conduct of the Company’s
business or in the discharge of his duties in defending any proceedings, whether civil
or criminal, in which judgement is given in his favour, in which he is acquitted, which
is settled compromised or abandoned, or in connection with any application under the
Companies Acts in which relief from liability is granted to him by the court. |
| 45.4 | To the extent that any Indemnified
Person is entitled to claim an indemnity pursuant to these Bye-Laws in respect of amounts
paid or discharged by him, the relevant indemnity shall take effect as an obligation
of the Company to immediately reimburse the person making such payment or effecting such
discharge. |
| 45.5 | Each Shareholder and the Company
agree to waive any claim or right of action he or it may at any time have, whether individually
or by or in the right of the Company, against any Indemnified Person on account of any
action taken by such Indemnified Person or the failure of such Indemnified Person to
take any action in the performance of his duties with or for the Company PROVIDED HOWEVER
that such waiver shall not apply to any claims or rights of action arising out of the
fraud or dishonesty of such Indemnified Person or to recover any gain, personal profit
or advantage to which such Indemnified Person is not legally entitled. |
| 45.6 | Expenses incurred in defending
any civil or criminal action or proceeding for which indemnification is required pursuant
to these Bye-Laws shall be paid by the Company in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the Indemnified
Person to repay such amount if any allegation of fraud or dishonesty is proved (after
the exhaustion of all rights of appeal) against the Indemnified Person. |
| 45.7 | Each Shareholder, by virtue
of, and as a condition precedent to, its acquisition and continued holding of a Share
shall be deemed to have acknowledged and agreed that the advances of funds may be made
by the Company as aforesaid, and when made by the Company under this Bye-Law 45
are made to meet expenditures incurred for the purpose of enabling such Indemnified Person
to properly perform his or her duties to the Company. |
| 45.8 | The Company hereby acknowledges
that each Indemnified Person may have certain rights to indemnification, advancement
of expenses and/or insurance provided by the Indemnified Person-Related Entities. The
Company hereby agrees (i) that the Company is the indemnitor of first resort (i.e.,
its obligations to each Indemnified Person are primary and any obligation of the Indemnified
Person-Related Entities to advance expenses or to provide indemnification for the same
expenses or liabilities incurred by any Indemnified Person are secondary), (ii) that
the Company shall be required to advance the full amount of all expenses, judgments,
penalties, fines and amounts paid in settlement to the extent legally permitted and as
required by the terms of these Bye-Laws, without regard |
to
any rights any such Indemnified Person may have against the Indemnified Person-Related Entities and (iii) that the Company irrevocably
waives, relinquishes and releases the Indemnified Person-Related Entities from any and all claims against the Indemnified Person-Related
Entities for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no
advancement or payment by the Indemnified Person-Related Entities on behalf of any Indemnified Person with respect to any claim
for which any such Indemnified Person has sought or may seek indemnification from the Company shall affect the foregoing and the
Indemnified Person-Related Entities shall have the right of contributions and/or be subrogated to the extent of such advancement
or payment to all of the rights of recovery of any such Indemnified Person against the Company.
| 45.9 | The purpose of Bye-Laws 45.1
– 45.8 as a whole is to provide the broadest indemnity allowable at
law, and to the extent any indemnification hereunder is prohibited, unenforceable or
not authorized under applicable law, it is the intent of these Bye-Laws that such indemnification
be interpreted as broadly as possible without invalidating the remaining provisions hereof.
Specifically, to the extent prohibited by Bermuda law, these Bye-Laws shall not be applied
or construed so as to result in the indemnification of any person, including an Indemnified
Person, to the extent he is proven (after the exhaustion of all rights of appeal) to
have engaged in fraud or dishonesty. |
| 45.10 | To the extent permitted by
Bermuda law, any repeal, alteration or amendment of Bye-Laws 45.1 –
45.8, or adoption of any provision inconsistent therewith or any modification
shall not adversely affect any rights to indemnification or to the advancement of expenses
thereunder existing at the time of such repeal, alteration, amendment, adoption or modification
with respect to any events, acts or omissions occurring immediately prior to such repeal,
alteration, amendment, adoption or modification (regardless of when any proceeding, or
part thereof, relating to such event, act or omission arises or is first threatened,
commenced or completed). |
AMALGAMATION
AND MERGER
| 46. | Amalgamation or Merger |
In addition to the approval
of the Board, any resolution proposed for consideration at any general meeting to approve the amalgamation or merger of the Company
with any other company, wherever incorporated, shall require the approval of a simple majority of votes cast at such meeting and
the quorum for such meeting shall be that required in Bye-Law 21.1 and a poll may be demanded in respect of such resolution
in accordance with the provisions of Bye-Law 22.2.
ALTERATION
OF BYE-LAWS
| 47. | Alteration of Bye-Laws |
These Bye-Laws may only
be revoked or amended by the Board, but no such revocation or amendment shall be operative unless and until it is subsequently
approved by Resolution.
Exhibit 99.1
News Release |
|
PartnerRe Ltd. Announces Completion of
Acquisition by EXOR
PEMBROKE, Bermuda, March 18,
2016 -- PartnerRe Ltd. (NYSE: PRE) (the “Company”) today announced that the acquisition of the Company by EXOR
has been completed in accordance with the terms of the merger agreement, previously announced on August 3, 2015.
Under the terms of the merger
agreement, common shareholders of record as of immediately prior to the effective time of the Merger are entitled to receive per
share consideration of $137.50 and a one-time special cash dividend of $3.00 per share. The Company is also paying a pro-rata
quarterly dividend of $0.13 per common share for the period March 1- March 17, 2016, payable to common shareholders of record
as of immediately prior to the effective time of the Merger. Pursuant to the terms of the merger agreement and effective immediately,
PartnerRe common shares will no longer be traded on the New York Stock Exchange (“NYSE”).
In connection with the consummation
of the transaction, holders of the Company’s outstanding preferred shares as of the Closing are entitled to receive a cash
payment of $1.25 per share (approximately $42.7 million in the aggregate). The Company’s preferred shares will continue
to be traded on the NYSE following the Closing. Additional information will be provided in due course relating to the launch of
an exchange offer, referred to as the Alternate Exchange Offer in the merger agreement, whereby existing preferred shares can
be exchanged for new preferred shares with an extended redemption date.
The Company also announced its
Board of Directors will be comprised of John Elkann, Mario Bonaccorso, Brian Dowd, Patrick Thiele and Enrico Vellano (see biographies
below).
The new Board of Directors is
scheduled to convene for the first time on March 24, 2016, when they expect to nominate the Chairman and appoint the next permanent
CEO (who is expected to be selected from PartnerRe’s existing management).
Board member biographies:
John Elkann
John Elkann is Chairman and Chief Executive Officer of EXOR and
Chairman of Fiat Chrysler Automobiles N.V. Born in New York in 1976, Mr. Elkann obtained a scientific baccalaureate from the
Lycée Victor Duruy in Paris, and graduated in Engineering from Politecnico di Torino University. While at university,
he gained work experience in various companies of the Fiat Group in the UK and Poland (manufacturing) as well as in France
(sales and marketing). He started his professional career in 2001 at General Electric as a member of the Corporate Audit
Staff, with assignments in Asia, the USA and Europe. John Elkann is Chairman of Giovanni Agnelli e C. Sapaz. and
Italiana Editrice. He is a board member of CNH Industrial, The Economist Group and News Corporation. Mr. Elkann is a member
of MoMA’s board of trustees and serves as Vice Chairman of the Italian Aspen Institute and of the Giovanni Agnelli
Foundation.
PartnerRe Ltd.
Wellesley House South, 5th Floor
90 Pitts Bay Road
Pembroke, Bermuda HM 08 |
Telephone +1 441 292 0888
Fax +1 441 292 6080
www.partnerre.com
|
|
News Release |
|
Mario Bonaccorso
Mario Bonaccorso is Managing
Director of EXOR, where he is responsible for Investments and for the management of EXOR’s portfolio companies. Mr. Bonaccorso
has held that position since October 2007. Prior to joining EXOR, Mr. Bonaccorso worked as a Research and Development Telecom
Engineer at Qualcomm Inc., as an engagement manager at McKinsey&Co. and as Chief Investment Officer of Jupiter Finance. Born
in Italy in 1976, Mr. Bonaccorso has a Master of Science cum laude in Telecommunications Engineering at Politecnico di Torino
University and an MBA with honors from INSEAD. Mr. Bonaccorso has served on behalf of EXOR on the Board of Directors of Cushman
& Wakefield, Banijay Holding and Banca Leonardo and currently serves as a director of EXOR SA.
Brian Dowd
Brian Dowd was a member of the
Office of the Chairman, focusing on underwriting-related matters including oversight of the ACE Group’s product boards,
the general underwriting disciplines of the company’s profit centers, outward reinsurance placements and run-off operations,
as well as special strategic projects. Mr. Dowd previously held relevant positions at ACE from 1997 until his appointment as Chairman
of ACE’s Insurance – North America business segment in 2006. He also held the role of Vice Chairman, ACE Limited from
2009 until his retirement in 2015. Prior to that, Mr. Dowd held underwriting positions of increasing responsibility at Arkwright
Mutual Insurance Company over a seven-year period. He holds a Bachelor of Science in Finance from Northern Illinois University
as well as the Chartered Property Casualty Underwriter (CPCU) professional designation.
Patrick Thiele
Patrick A. Thiele served as Chief Executive Officer of PartnerRe Ltd. from 2000 until his retirement in 2010. In February 2014,
Mr. Thiele joined the board of One Beacon Insurance Group, and in February 2015, he joined the boards of the investment companies
in the Mairs and Power family of mutual funds. Mr. Thiele previously held executive roles at CGU (now Aviva) and at The St. Paul
Companies, where he spent the first 20 years of his insurance career, culminating in his appointment as its Chief Executive Officer
of Worldwide Insurance Operations. Mr. Thiele began his career in 1975, working as a securities analyst with the National Bank
of Detroit. He holds both a B.S. in Finance and an MBA from the University of Wisconsin, Madison, as well as the Chartered Financial
Analyst designation.
Enrico Vellano
Enrico Vellano is the Chief Financial Officer (CFO) of EXOR. He was born
in Torino in 1967 and graduated in Economics at the University of Torino. In 1992, he started his professional career at Arthur
Andersen. In 1995, he joined SAI Assicurazioni where he specialized in the management of equities and bonds portfolios. In 1997,
he started his working experience at IFIL, the investment company controlled by the Agnelli Family. He held increasingly senior
positions until 2006 when he was named Chief Financial Officer of IFIL, which was merged with IFI in 2009 to create EXOR. He is
also a board member of Juventus Football Club, Almacantar and Emittenti Titoli.
PartnerRe Ltd.
Wellesley House South, 5th Floor
90 Pitts Bay Road
Pembroke, Bermuda HM 08 |
Telephone +1 441 292 0888
Fax +1 441 292 6080
www.partnerre.com
|
|
News Release |
|
_____________________________________________
PartnerRe
Ltd. is a leading global reinsurer, providing multi-line reinsurance to insurance companies. The Company, through its wholly owned
subsidiaries, also offers capital markets products that include weather and credit protection to financial, industrial and service
companies. Risks reinsured include property, casualty, motor, agriculture, aviation/space, catastrophe, credit/surety, engineering,
energy, marine, specialty property, specialty casualty, multi-line and other lines in its Non-life operations, mortality, longevity
and accident and health in its Life and Health operations, and alternative risk products. For the year ended December 31,
2015, total revenues were $5.4 billion. At December 31, 2015, total assets were $21.4 billion, total capital was $7.7 billion
and total shareholders’ equity attributable to PartnerRe was $6.9 billion.
PartnerRe
on the Internet: www.partnerre.com
Forward-looking
statements contained in this press release are based on the Company’s assumptions and expectations concerning future events
and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to significant business, economic and competitive risks and uncertainties that could cause
actual results to differ materially from those reflected in the forward-looking statements. PartnerRe’s forward-looking
statements could be affected by numerous foreseeable and unforeseeable events and developments such as exposure to catastrophe,
or other large property and casualty losses, credit, interest, currency and other risks associated with the Company’s investment
portfolio, adequacy of reserves, levels and pricing of new and renewal business achieved, changes in accounting policies, risks
associated with implementing business strategies, and other factors identified in the Company’s filings with the Securities
and Exchange Commission. In light of the significant uncertainties inherent in the forward-looking information contained herein,
readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which
they are made. The Company disclaims any obligation to publicly update or revise any forward-looking information or statements.
|
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Contacts: |
|
PartnerRe Ltd. |
|
Sard Verbinnen & Co. |
|
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(441) 292-0888 |
|
(212) 687-8080 |
|
|
Investor Contact: Robin Sidders |
|
Robin Weinberg/Spencer Waybright |
|
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Media Contact: Celia Powell |
|
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PartnerRe Ltd.
Wellesley House South, 5th Floor
90 Pitts Bay Road
Pembroke, Bermuda HM 08 |
Telephone +1 441 292 0888
Fax +1 441 292 6080
www.partnerre.com
|
|
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