REGISTRATION NO. 32164
[LOGO OMITTED]
BERMUDA
CERTIFICATE OF INCORPORATION
I hereby in accordance with section 14 of the Companies Act 1981 issue this
Certificate of Incorporation and do certify that on the 23rd day of May, 2002
EXALI REINSURANCE HOLDINGS LIMITED
was registered by me in the Register maintained by me under the provisions of
the said section and that the status of the said company is that of an
EXEMPTED company.
[SEAL OMITTED] Given under my hand and the Seal of the
REGISTRAR OF COMPANIES this 23rd day of May,
2002.
TINA TUCKER
Acting Registrar of Companies
FORM NO. 16A REGISTRATION NO. 32164
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BERMUDA
CERTIFICATE OF REGISTRATION OF
ALTERATION OF DENOMINATION OF CAPITAL
THIS IS TO CERTIFY that an Alteration of Denomination of Share Capital of
EXALI REINSURANCE HOLDINGS LIMITED
----------------------------------
was delivered to the Registrar of Companies on the 19th day of June, 2002 in
accordance with the Companies Act 1981 ("the Act").
[SEAL OMITTED} Given under my hand and seal of the
REGISTRAR OF COMPANIES this 21st day of
June, 2002 MARIA BOODRAM
for ACTING REGISTRAR OF COMPANIES
Capital before Conversion: US$12,000.00
------------
Capital after Conversion: GBP 7,976.60
------------
FORM NO. 7a Registration No.32164
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BERMUDA
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF INCREASE OF SHARE CAPITAL
THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital of
EXALI REINSURANCE HOLDINGS LIMITED
----------------------------------
was delivered to the Registrar of Companies on the 18th day of July, 2002 in
accordance with section 45(3) of the Companies Act 1981 ("the Act").
[SEAL OMITTED] Given under my hand and Seal of the
REGISTRAR OF COMPANIES this 22nd day of
July, 2002
PAMELA ADAMS
ACTING REGISTRAR OF COMPANIES
Capital prior to increase: GBP 7,976.60
------------
Amount of increase: GBP62,023.40
------------
Present Capital: GBP70,000.00
------------
Registration No. 32164
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BERMUDA
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
I HEREBY CERTIFY that in accordance with section 10 of the Companies Act 1981
EXALI REINSURANCE HOLDINGS LIMITED by resolution and with the approval of the
Registrar of Companies has changed its name and was registered as ASPEN
INSURANCE HOLDINGS LIMITED on the 22nd day of November, 2002.
[SEAL OMITTED] Given under my hand and the Seal of the
REGISTRAR OF COMPANIES this 26th day of
November, 2002
PAMELA ADAMS
for Registrar of Companies
FORM NO. 7a Registration No. 32164
[LOGO OMITTED]
BERMUDA
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF INCREASE OF SHARE CAPITAL
THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital of
ASPEN INSURANCE HOLDINGS LIMITED
--------------------------------
was delivered to the Registrar of Companies on the 6th day of December, 2002 in
accordance with section 45(3) of the Companies Act 1981 ("the Act").
[SEAL OMITTED] Given under my hand and Seal of the
REGISTRAR OF COMPANIES this 10th day of
December, 2002
Pamela Adams
FOR REGISTRAR OF COMPANIES
Capital prior to increase: GBP 70,000.00
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Amount of increase: GBP 6,416.91
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Present Capital: GBP 76,416.91
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FORM NO. 7a Registration No. 32164
[LOGO OMITTED]
BERMUDA
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF INCREASE OF SHARE CAPITAL
THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital of
ASPEN INSURANCE HOLDINGS LIMITED
--------------------------------
was delivered to the Registrar of Companies on the 21st day of August, 2003 in
accordance with section 45(3) of the Companies Act 1981 ("the Act").
[SEAL OMITTED] Given under my hand and Seal of the
REGISTRAR OF COMPANIES this 22nd day
of August, 2003
MARIA BOODRAM
for Acting Registrar of Companies
Capital prior to increase: GBP 76,416.91
-------------
Amount of increase: GBP 1,000,000.00
----------------
Present Capital: GBP1,076,416.91
---------------
FORM NO. 16A REGISTRATION NO. 32164
[LOGO OMITTED]
BERMUDA
CERTIFICATE OF REGISTRATION OF
ALTERATION OF DENOMINATION OF CAPITAL
THIS IS TO CERTIFY that an Alteration of Denomination of Share Capital
of
Aspen Insurance Holdings Limited
--------------------------------
was delivered to the Registrar of Companies on the 2nd day of September, 2003 in
accordance with the Companies Act 1981 ("the Act").
[SEAL OMITTED] Given under my hand and seal of the
REGISTRAR OF COMPANIES this 9th day of
October, 2003
MARIA BOODRAM
for Registrar of Companies
Capital before Conversion: GBP 1,076,416.91
----------------
Capital after Conversion: US$ 1,630,185.83
----------------
REISSUED
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FORM No. 2
[Conformed Copy]
[LOGO Omitted]
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES
SECTION 7(1) AND (2)
MEMORANDUM OF ASSOCIATION
OF
ASPEN INSURANCE HOLDINGS LIMITED
--------------------------------
(hereinafter referred to as "the Company")
1. The liability of the members of the Company is limited to the amount (if
any) for the time being unpaid on the shares respectively held by them.
2. We, the undersigned, namely,
Name and Address Bermudian Status Nationality Number of Shares
(Yes or No) Subscribed
Edwin C. Jackson
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda No Canadian 1
Ruby L. Rawlins
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 1
Marcia Gilbert
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda No Trinidadian 1
Antoinette Simmons
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 1
do hereby respectively agree to take such number of shares of the Company as may
be allotted to us respectively by the provisional directors of the Company, not
exceeding the number of shares for which we have respectively subscribed, and to
satisfy such calls as may be made by the directors, provisional directors or
promoters of the Company in respect of the shares allotted to us respectively.
3. The Company is to be an Exempted Company as defined by the Companies Act
1981.
4. The Company, with the consent of the Minister of Finance, has power to hold
land situate in Bermuda not exceeding __ in all, including the following
parcels:- .
NOT APPLICABLE.
5. The authorised share capital of the Company is US$1,630,185.83 divided into
1,076,416,910 shares of par value US$0.015144558 each. The minimum subscribed
share capital of the Company is 12,000.00 in United States Currency.
6. The objects for which the Company is formed and incorporated are:-
As set forth in paragraphs (b) to (n) and (p) to (u) inclusive of the
Second Schedule to the Companies Act 1981.
7. The Company has the powers set out in The Schedule annexed hereto.
_ Signed by each subscriber in the presence of at least one witness attesting
the signature thereof,
E.C. (Ned) Jackson Janice Holdipp
Ruby L. Rawlins Janice Holdipp
Marcia Gilbert Janice Holdipp
Antoinette Simmons Janice Holdipp
/s/ E. C. Jackson /s/ Janice Holdipp
- ------------------------------ ---------------------------
/s/ Ruby L. Rawlins /s/ Janice Holdipp
- ------------------------------ ---------------------------
/s/ Marcia Gilbert /s/ Janice Holdipp
- ------------------------------ ---------------------------
/s/ Antoinette Simmons /s/ Janice Holdipp
- ------------------------------ ---------------------------
(Subscribers) (Witnesses)
Subscribed this 23rd day of May 2002
STAMP DUTY (To be affixed)
Not Applicable
THE SCHEDULE
(referred to in Clause 7 of the Memorandum of Association,)
-----------------------------------------------------------
(a) to borrow and raise money in any currency or currencies and to secure
or discharge any debt or obligation in any manner and in particular
(without prejudice to the generality of the foregoing) by mortgages of
or charges upon all or any part of the undertaking, property and
assets (present and future) and uncalled capital of the company or by
the creation and issue of securities;
(b) to enter into any guarantee, contract of indemnity or suretyship and
in particular (without prejudice to the generality of the foregoing)
to guarantee, support or secure, with or without consideration,
whether by personal obligation or by mortgaging or charging all or any
part of the undertaking, property and assets (present and future) and
uncalled capital of the company or by both such methods or in any
other manner, the performance of any obligations or commitments of,
and the repayment or payment of the principal amounts of and any
premiums, interest, dividends and other moneys payable on or in
respect of any securities or liabilities of, any person, including
(without prejudice to the generality of the foregoing) any company
which is for the time being a subsidiary or a holding company of the
company or another subsidiary of a holding company of the company or
otherwise associated with the company;
(c) to accept, draw, make, create, issue, execute, discount, endorse,
negotiate and deal in bills of exchange, promissory notes, and other
instruments and securities, whether negotiable or otherwise;
(d) to sell, exchange, mortgage, charge, let on rent, share of profit,
royalty or otherwise, grant licences, easements, options, servitudes
and other rights over, and in any other manner deal with or dispose
of, all or any part of the undertaking, property and assets (present
and future) of the company for any consideration and in particular
(without prejudice to the generality of the foregoing) for any
securities;
(e) to issue and allot securities of the company for cash or in payment or
part payment for any real or personal property purchased or otherwise
acquired by the company or any services rendered to the company or as
security for any obligation or amount (even if less than the nominal
amount of such securities) or for any other purpose;
(f) to grant pensions, annuities, or other allowances, including
allowances on death, to any directors, officers or employees or former
directors, officers or employees of the company or any company which
at any time is or was a subsidiary or a holding company or another
subsidiary of a holding company of the company or otherwise associated
with the company or of any predecessor in business of any of them, and
to the relations, connections or dependants of any such persons, and
to other persons whose service or services have directly or indirectly
been of
benefit to the company or whom the company considers have any moral
claim on the company or to their relations connections or dependants,
and to establish or support any associations, institutions, clubs,
schools, building and housing schemes, funds and trusts, and to make
payment towards insurance or other arrangements likely to benefit any
such persons or otherwise advance the interests of the company or of
its members or for any national, charitable, benevolent, educational,
social, public, general or useful object;
(g) subject to the provisions of Section 42 of the Companies Act 1981, to
issue preference shares which at the option of the holders thereof are
to be liable to be redeemed;
(h) to purchase its own shares in accordance with the provisions of
Section 42A of the Companies Act 1981.