THE COMPANIES LAW
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COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
OF
ACE LIMITED
(as amended by Special Resolution on 14th January, 1993)
(as amended by Special Resolution on 6th February, 1998
with effect from 2nd March, 1998)
1. The name of the Company is ACE Limited.
2. The Registered Office of the Company shall be the offices of Messrs. Maples
and Calder, P.O. Box 309, 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 as follows:
(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.
(b) To act as consultants, managers, advisers, agents and brokers in
connection with all forms of insurance and reinsurance business.
(c) To carry on all forms of investment, financial holding company and
other such activities.
(d) To purchase, lease, develop, charge or mortgage or otherwise
acquire or dispose of interests in real property in any part of the
world either directly or indirectly through subsidiaries or joint
ventures.
(ii) To exercise and enforce all rights and powers conferred by or
incidental to the ownership of any shares, stock, obligations, or other
securities including without prejudice to the generality of the foregoing
all such powers of veto or control as may be conferred by virtue of the
holding by the Company of some special proportion of the issued or nominal
amount thereof, to provide managerial and other executive supervisory and
consultant services for or in relation to any company in which the Company
is interested upon such terms as may be thought fit.
(iii) To stand surety for or to guarantee, support or secure the
performance of all or any of the obligations of any person, firm or company
whether or not related or affiliated to the Company in any manner and
whether by personal covenant or by mortgage, charge or lien upon the
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whole or any part of the undertaking, property and assets of the Company,
both present and future, including its uncalled capital or by any such
method whether or not the Company shall receive valuable consideration
therefor.
(iv) To engage in or carry on any other lawful trade, business or
enterprise which may at any time appear to the Directors or the Company
capable of being conveniently carried on in conjunction with any of the
aforementioned businesses or activities or which may appear to the
Directors or the Company likely to be profitable to the Company, IT BEING
HEREBY DECLARED that in the interpretation of this Memorandum of
Association in general and of this Clause 3 in particular no object,
business or power specified or mentioned shall be limited or restricted by
reference to or inference from any other object, business or power, or the
name of the Company, or by the juxtaposition of two or more objects,
businesses or powers and that in the event of any ambiguity in this clause
or elsewhere in this Memorandum of Association, the same shall be resolved
by such interpretation and construction as will widen and enlarge and not
restrict the objects, businesses and powers of and exercisable by the
Company.
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4. Expect as prohibited or limited by the Companies Law (Cap. 22), 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 necessary for the
attainment of its objects and whatever else may be considered by it as
incidental or conducive thereto or consequential thereof, 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 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 act as guarantors; to borrow or raise money on the
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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 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 acquired
and dealt with, carried on, executed or done by the Company in connection with
the business aforesaid provided that the Company shall only carry on the
businesses for which licenses are required under the laws of the Cayman Islands
when so licensed under the terms of such laws.
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 U.S.$22,500,000, divided into
300,000,000 Ordinary Shares, par value of U.S.$.041666667 per share, 10,000,000
other Shares, par value of U.S.$1.00 per share, which may be issued in series,
all of such shares with power for the Company insofar as is permitted by law, to
redeem, call or purchase any of its shares and to increase or reduce the said
capital subject to the provisions of the Companies Law (Cap. 22)
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and the Articles of Association and to issue any part of its capital, whether
original, redeemed, called 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 hereinabove contained.
7. The operations of the Company will be carried on subject to the provisions
of Section 190 of the Companies Law Cap. 22.
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