THE COMPANIES LAW (2003 REVISION)
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COMPANY LIMITED BY SHARES
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AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
SCOTTISH RE GROUP LIMITED
(as adopted to incorporate the amendments
made by Special Resolutions passed on
14th December, 2001, 2nd May, 2002 and 7th April, 2005)
1. The name of the Company is Scottish Re Group Limited.
2. The Registered Office of the Company shall be at the offices of Maples and
Calder, Attorneys-at-Law, Ugland House, PO Box 309, 113 South Church Street,
George Town, Grand Cayman, Cayman Islands, British West Indies or at such other
place as the Directors may from time to time decide.
3. The objects for which the Company is established are, subject to section
(i) of this Clause 3, unrestricted and shall include, but without limitation,
the following:
(i) (a) To own, hold, purchase or otherwise acquire equity or debt
securities in companies, firms or other persons engaged in all or any
forms of insurance or reinsurance business and to promote the
establishment of such entities.
4. Except as prohibited or limited by the Companies Law (2003 Revision), the
Company shall have full power and authority to carry out any object and shall
have and be capable of, from time to time and at all times, exercising any and
all of the powers at any time or from time to time exercisable by a natural
person or body corporate in doing in any part of the world whether as principal,
agent, contractor or otherwise whatever may be considered by it
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necessary for the attainment of its objects and whatever else may be considered
by it as incidental or conducive thereto or consequential thereon, including,
but without in any way restricting the generality of the foregoing, the power to
make any alterations or amendments to this Memorandum of Association and the
Articles of Association of the Company considered necessary or convenient in the
manner set out in the Articles of Association of the Company, and the power to
do any of the following acts or things, viz:
to pay all expenses of and incidental to the promotion, formation and
incorporation of the Company; to register the Company to do business in any
other jurisdiction; to sell, lease or dispose of any property of the
Company; to draw, make, accept, endorse, discount, execute and issue
promissory notes, debentures, bills of exchange, bills of lading, warrants
and other negotiable or transferable instruments; to lend money or other
assets and to acts as guarantors; to borrow or raise money on the security
of the undertaking or transferable instruments; to lend money or other
assets and to act as guarantors; to borrow or raise money on the security
of the undertaking or on all or any of the assets of the Company including
uncalled capital or without security; to invest monies of the Company in
such manner as the Directors determine; to promote other companies; to sell
the undertaking of the Company for cash or any other consideration; to
distribute assets in specie to Members of the Company; to make charitable
or benevolent donations; to pay pensions or gratuities or provide other
benefits in cash or kind to Directors, officers, employees, past or present
and their families; to purchase Directors and officers liability insurance
and to carry on any trade or business and generally to do all acts and
things which, in the opinion of the Company or the Directors, may be
conveniently or profitably or usefully
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acquired and dealt with, carried on, executed or done by the Company in
connection with the business aforesaid.
5. The liability of each Member is limited to the amount from time to time
unpaid on such Member's shares.
6. The share capital of the Company is US$1,500,000 divided into 100,000,000
Ordinary Shares of a nominal or par value of US$0.01 each and 50,000,000
Preferred Shares of a nominal or par value of US$0.01 each with power for the
Company insofar as is permitted by law, to redeem or purchase any of its shares
and to increase or reduce the said capital subject to the provisions of the
Companies Law (2003 Revision) and the Articles of Association and to issue any
part of its capital in series or of different classes, whether original,
redeemed or increased with or without any preference, priority or special
privilege or subject to any postponement of rights or to any conditions or
restrictions and so that unless the conditions of issue shall otherwise
expressly declare every issue of shares whether declared to be preference or
otherwise shall be subject to the powers hereinbefore contained.
7. If the Company is registered as exempted, its operations will be carried on
subject to the provisions of Section 193 of the Companies Law (2003 Revision)
and, subject to the provisions of the Companies Law (2003 Revision) and the
Articles of Association, it shall have the power to register by way of
continuation as a body corporate limited by shares under the laws of any
jurisdiction outside the Cayman Islands and to be deregistered in the Cayman
Islands.