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Form 8-K XL GROUP LTD For: Sep 12

September 12, 2018 4:38 PM


 
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):
September 12, 2018
XL GROUP LTD
(Exact name of registrant as specified in its charter)

Bermuda
 
1-10804
 
98-1304974
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

O'Hara House, One Bermudiana Road, Hamilton, Bermuda
 
HM 08
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code:  (441) 292-8515
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
 
 
 
 
 
Emerging Growth Company o 


 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

 






Item 2.01     Completion of Acquisition or Disposition of Assets.
On September 12, 2018, XL Group Ltd (the “Company”) completed its previously announced merger with Camelot Holdings Ltd. (“Merger Sub”), a wholly owned subsidiary of AXA SA (“AXA”). Pursuant to the Agreement and Plan of Merger, dated as of March 5, 2018, by and among the Company, Merger Sub and AXA (the “Merger Agreement”), and the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended (the “Companies Act”), by and among the Company, Merger Sub and AXA, dated as of September 12, 2018, Merger Sub merged with and into the Company in accordance with the Companies Act (the “Merger”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of AXA.
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding common share, par value $0.01 per common share, of the Company (each, a “Company Share”) (other than any Company Shares that are owned (i) by the Company as treasury shares, (ii) by wholly owned subsidiaries of the Company or (iii) by AXA, Merger Sub or by wholly owned subsidiaries of AXA (with certain exceptions)), including each outstanding restricted Company Share (unless otherwise agreed between AXA and the holder of the award), were automatically canceled and converted into the right to receive $57.60 in cash, without interest and subject to any applicable tax withholdings (the “Merger Consideration”), funded with cash on hand from AXA.
At the Effective Time, unless otherwise agreed between AXA and the holder of an equity award, each outstanding performance unit was deemed to have achieved the target level of performance and each outstanding restricted share unit, restricted cash unit and performance unit award, each in respect of Company Shares, vested in full and was canceled and converted into the right to receive the Merger Consideration, without interest. At the Effective Time, unless otherwise agreed between AXA and the holder of an equity award, each outstanding option to purchase a Company Share (a “Company Stock Option”), whether vested or unvested, was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the excess, if any, of (i) the Merger Consideration, over (ii) the per-share exercise price of such Company Stock Option. Payments with respect to the foregoing equity awards will be made by the Company, as the surviving corporation of the Merger, in accordance with the Merger Agreement.
A copy of the Merger Agreement is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 5, 2018 and is incorporated by reference as Exhibit 2.1 hereto and is incorporated by reference in this Item 2.01. The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.
Item 3.01     Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 3.01 by reference.
On September 12, 2018, in connection with the consummation of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) of the completion of the Merger and requested that trading in the Company Shares be withdrawn from listing on the NYSE. The NYSE filed a notification of removal from listing and/or registration on Form 25 with the Securities and Exchange Commission (“SEC”) with respect to the Company Shares to report the delisting of the Company Shares from the NYSE, to deregister the Company Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to suspend trading of the Company Shares on the NYSE prior to the opening of trading on September 12, 2018.
In addition, following the consummation of the Merger, the Company issued a press release announcing the voluntarily delisting of each series of XLIT Ltd.’s outstanding debt securities listed on the NYSE and the related guarantees (collectively, the “XLIT Listed Notes”). A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The Company intends to file with the SEC a certification and notice on Form 15 with respect to the Company Shares, requesting that the duty of the Company to file reports under Sections 13 and 15(d) of the Exchange Act with respect to the Company Shares be suspended. Following effectiveness of the notification on Form 25 to be filed with the SEC relating to the XLIT Listed Notes, the Company and XLIT Ltd. also intend to jointly file with the SEC a certification and notice on Form 15 with respect to each series of XLIT Ltd.’s outstanding debt securities and the related guarantees and XLIT Ltd.’s Fixed/Floating Series E Perpetual Non-Cumulative Preference Ordinary Shares, requesting that the duty of the Company and XLIT Ltd. to file reports under Sections 13 and 15(d) of the Exchange Act with respect to each such class of securities be suspended.





In connection with the deregistration described above, on September 12, 2018, the Company and XLIT Ltd. also filed post-effective amendments to certain of their respective outstanding registration statements to terminate the effectiveness of such registration statements and remove from registration any and all unsold securities under such registration statements.
On September 12, 2018, in connection with the consummation of the Merger, the Company notified the Bermuda Stock Exchange (“BSX”) of the completion of the Merger and requested that trading in the Company Shares be withdrawn from listing on the BSX.
Item 3.03     Material Modification to Rights of Security Holders.
The information set forth under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference.
In connection with the completion of the Merger and at the Effective Time, holders of Company Shares immediately prior to such time ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration) and accordingly, no longer have any interest in the Company’s future earnings or growth.
Item 5.01     Changes in Control of Registrant.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 5.01 by reference.
As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of AXA.
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 5.02 by reference.
At the Effective Time, each of the eleven non-employee directors of the Company prior to such time (Ramani Ayer, Dale R. Comey, Claus-Michael Dill, Robert R. Glauber, Edward J. Kelly, III, Joseph Mauriello, Eugene M. McQuade, James E. Nevels, Anne Stevens, Sir John M. Vereker and Billie Ida Williamson) ceased to be directors of the Company. In accordance with the terms of the Merger Agreement, the directors of Merger Sub in office immediately prior to the Effective Time (Thomas Buberl, Gérald Harlin, Gregory S. Hendrick, Michael S. McGavick and Doina Palici-Chehab) became the directors of the Company until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
There are no arrangements or understandings between Mr. Buberl, Mr. Harlin, Ms. Palici-Chehab, Mr. McGavick or Mr. Hendrick, on the one hand, and any other persons, on the other, pursuant to which each was selected as a director of the Company. Mr. Buberl, Mr. Harlin, Ms. Palici-Chehab, Mr. McGavick and Mr. Hendrick each has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
At the Effective Time, Michael McGavick, Chief Executive Officer of the Company, ceased to be an officer of the Company.

At the Effective Time, Mr. Hendrick, age 52, President and Chief Operating Officer of the Company, became the Chief Executive Officer of the Company.  With more than twenty years of experience at the Company, Mr. Hendrick has held a number of senior positions, including Chief Executive of Insurance Operations, Chief Executive of Reinsurance Operations, Executive Vice President of Strategic Growth, President and Chief Underwriting Officer for XL Re Ltd and Vice President of U.S. Property Underwriting for XL Mid Ocean Reinsurance Ltd. 

There are no family relationships between Mr. Hendrick and any of the Company’s directors or executive officers or any person nominated or chosen to become a director or executive officer, and there are no transactions in which Mr. Hendrick has an interest requiring disclosure under Item 404(a) of Regulation S-K. 
In addition, at the Effective Time, Kirstin Gould, Executive Vice President, General Counsel & Secretary of the Company, ceased to be an executive officer of the Company and her employment will terminate on December 31, 2018. Ms.





Gould has entered into a separation agreement with the Company consistent with her entitlements as set forth in her previously disclosed employment agreement with the Company.
Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 5.03 by reference.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the memorandum of association and bye-laws of Merger Sub immediately prior to the Effective Time became the memorandum of association and bye-laws, respectively, of the Company and will remain the memorandum of association (the “Memorandum of Association”) and bye-laws (the “Amended and Restated Bye-laws”), respectively, of the Company, until changed or amended as provided therein or pursuant to applicable law.
Copies of the Memorandum of Association and the Amended and Restated Bye-laws are attached and incorporated herein by reference as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference in this Item 5.03.
Item 8.01    Other Events
The completion of the Merger constituted a “Change of Control Event” pursuant to the terms of the Replacement Capital Covenant, dated as of March 30, 2015, by XLIT Ltd. in favor of and for the benefit of each Covered Debtholder, as defined therein (the “Replacement Capital Covenant”). As a result, the obligations of XLIT Ltd. pursuant to the Replacement Capital Covenant terminated automatically at the Effective Time and are of no further force and effect.
A copy of the Replacement Capital Covenant is filed as Exhibit 4.7 to the Company’s Current Report on Form 8-K filed on March 30, 2015 and is incorporated by reference as Exhibit 4.7 hereto and is incorporated by reference in this Item 8.01. The foregoing description of the Replacement Capital Covenant does not purport to be complete and is qualified in its entirety by reference to the full text of the Replacement Capital Covenant.

Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits. The following are filed herewith:
Exhibit No.
 
Description
2.1
 
Agreement and Plan of Merger, dated as of March 5, 2018, by and among XL Group Ltd, AXA SA and Camelot Holdings Ltd.*
3.1
 
Memorandum of Association of XL Group Ltd
3.2
 
Amended and Restated Bye-laws of XL Group Ltd
4.7
 
Replacement Capital Covenant, dated March 30, 2015**
99.1
 
Press Release ("XL Group Ltd Announces Intent to Voluntarily Delist Outstanding Debt Securities from NYSE"), dated September 12, 2018.
* Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 5, 2018.
** Incorporated herein by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed on March 30, 2015.







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:     September 12, 2018
XL Group Ltd
(Registrant)

By:
/s/ Stephen Robb         
Name:
Stephen Robb    
Title:
Chief Financial Officer






EXHIBIT INDEX
Exhibit No.
 
Description
2.1
 
3.1
 
3.2
 
4.7
 
99.1
 




Exhibit 3.1

FORM NO. 2





BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(Section 7(1) and (2))

MEMORANDUM OF ASSOCIATION
OF

Camelot Holdings Ltd.
(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
ADDRESS
BERMUDIAN STATUS
(Yes/No)
NATIONALITY
NUMBER OF SHARES SUBSCRIBED
Dawn C. Griffiths
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Yes
British
One
Michael G. Frith
Yes
British
One
Christopher G. Garrod
Yes
British
One

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 (the “Act”).


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:- N/A


5.
The authorised share capital of the Company is US$10,000.00 divided into shares of US$0.01 each.


6.    The objects for which the Company is formed and incorporated are unrestricted.


7.    The following are provisions regarding the powers of the Company –

Subject to paragraph 6, the Company may do all such things as are incidental or conducive to the attainment of its objects and shall have the capacity, rights, powers and privileges of a natural person, and –

(i)
pursuant to Section 42 of the Act, the Company shall have the power to issue preference shares which are, at the option of the holder, liable to be redeemed;

(ii)
pursuant to Section 42A of the Act, the Company shall have the power to purchase its own shares for cancellation; and

(iii)
pursuant to Section 42B of the Act, the Company shall have the power to acquire its own shares to be held as treasury shares.




























Signed by each subscriber in the presence of at least one witness attesting the signature thereof


/s/ Dawn C. Griffiths
 
/s/ Amie Pigott
/s/ Michael G. Frith
 
/s/ Amie Pigott
/s/ Christopher G. Garrod
 
/s/ Amie Pigott
 
 
 
(Subscribers)
 
(Witnesses)
                    


SUBSCRIBED this 2nd day of March, 2018.




Exhibit 3.2









BYE-LAWS
OF
Camelot Holdings Ltd.







TABLE OF CONTENTS

INTERPRETATION
1.Definitions
SHARES
2.Power to Issue Shares
3.Power of the Company to Purchase its Shares
4.Rights Attaching to Shares
5.Calls on Shares
6.Forfeiture of Shares
7.Share Certificates
8.Fractional Shares
REGISTRATION OF SHARES
9.Register of Members
10.Registered Holder Absolute Owner
11.Transfer of Registered Shares
12.Transmission of Registered Shares
ALTERATION OF SHARE CAPITAL
13.Power to Alter Capital
14.Variation of Rights Attaching to Shares
DIVIDENDS AND CAPITALISATION
15.Dividends
16.Power to Set Aside Profits
17.Method of Payment
18.Capitalisation
MEETINGS OF MEMBERS
19.Annual General Meetings
20.Special General Meetings
21.Requisitioned General Meetings
22.Notice
23.Giving Notice and Access







24.Postponement of General Meeting
25.Electronic Participation in Meetings
26.Quorum at General Meetings
27.Chairman to Preside at General Meetings
28.Voting on Resolutions
29.Power to Demand a Vote on a Poll
30.Voting by Joint Holders of Shares
31.Instrument of Proxy
32.Representation of Corporate Member
33.Adjournment of General Meeting
34.Written Resolutions
35.Directors Attendance at General Meetings
DIRECTORS AND OFFICERS
36.Election of Directors
37.Number of Directors
38.Term of Office of Directors
39.Alternate Directors
40.Removal of Directors
41.Vacancy in the Office of Director
42.Remuneration of Directors
43.Defect in Appointment
44.Directors to Manage Business
45.Powers of the Board of Directors
46.Register of Directors and Officers
47.Appointment of Officers
48.Appointment of Secretary
49.Duties of Officers
50.Remuneration of Officers
51.Conflicts of Interest
52.Indemnification and Exculpation of Directors and Officers
MEETINGS OF THE BOARD OF DIRECTORS
53.Board Meetings
54.Notice of Board Meetings
55.Electronic Participation in Meetings
56.Representation of Corporate Director
57.Quorum at Board Meetings
58.Board to Continue in the Event of Vacancy
59.Chairman to Preside
60.Written Resolutions
61.Validity of Prior Acts of the Board







CORPORATE RECORDS
62.Minutes
63.Place Where Corporate Records Kept
64.Form and Use of Seal
ACCOUNTS
65.Records of Account
66.Financial Year End
AUDITS
67.Annual Audit
68.Appointment of Auditor
69.Remuneration of Auditor
70.Duties of Auditor
71.Access to Records
72.Financial Statements and the Auditor’s Report
73.Vacancy in the Office of Auditor
VOLUNTARY WINDING-UP AND DISSOLUTION
74.Winding-Up
CHANGES TO CONSTITUTION
75.Changes to Bye-laws
76.Changes to the Memorandum of Association
77.Discontinuance






Camelot Holdings Ltd.



INTERPRETATION
1.
Definitions
1.1
In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:
Act
the Companies Act 1981 as amended from time to time;
Alternate Director
an alternate director appointed in accordance with these Bye-laws;
Auditor
includes an individual, company or partnership;
Board
the board of directors (including, for the avoidance of doubt, a sole director) appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;
Company
the company for which these Bye-laws are approved and confirmed;
Director
a director of the Company and shall include an Alternate Director;
Effective Time
the effective time of the merger of Camelot Holdings Ltd. with and into XL Group Ltd, with XL Group Ltd surviving such merger, in accordance with the terms and conditions set forth in the Agreement and Plan of Merger, dated as of March 5, 2018, among XL Group Ltd, AXA SA and Camelot Holdings Ltd., and in the Statutory Merger Agreement substantially in the form attached thereto as Exhibit A executed and delivered or to be executed and delivered by XL Group Ltd, AXA SA and Camelot Holdings Ltd. as contemplated by the terms of such Agreement and Plan of Merger;












3


Camelot Holdings Ltd.



Member
the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;
notice
written notice as further provided in these Bye-laws unless otherwise specifically stated;
Officer
any person appointed by the Board to hold an office in the Company;
Register of Directors and Officers
the register of directors and officers referred to in these Bye-laws;
Register of Members
the register of Members referred to in these Bye-laws;
Resident Representative
any person appointed to act as resident representative and includes any deputy or assistant resident representative;
Secretary
the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;
Treasury Share
a share of the Company 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
XL Merger Company
means XL Group Ltd, a Bermuda exempted company, as it existed prior to the Effective Time.

1.2
In these Bye-laws, where not inconsistent with the context:
(a)
words denoting the plural number include the singular number and vice versa;
(b)
words denoting the masculine gender include the feminine and neuter genders;

4


Camelot Holdings Ltd.




(c)
words importing persons include companies, associations or bodies of persons whether corporate or not;
(d)
the words:-
(i)
“may” shall be construed as permissive; and
(ii)
“shall” shall be construed as imperative;
(e)
a reference to statutory provision shall be deemed to include any amendment or re-enactment thereof;
(f)
the word “corporation” means a corporation whether or not a company within the meaning of the Act; and
(g)
unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws.
1.3
In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.
1.4
Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.
SHARES
2.
Power to Issue Shares
2.1
Subject to these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine and any shares or class of shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may by resolution of the Members prescribe.
2.2
Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion).

5


Camelot Holdings Ltd.



3.
Power of the Company to Purchase its Shares
3.1
The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit.
3.2
The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Act.
4.
Rights Attaching to Shares
4.1
Subject to any resolution of the Members to the contrary (and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares), the share capital shall be divided into shares of a single class the holders of which shall, subject to these Bye-laws:
(a)
be entitled to one vote per share;
(b)
be entitled to such dividends as the Board may from time to time declare;
(c)
in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and
(d)
generally be entitled to enjoy all of the rights attaching to shares.
4.2
All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.
5.
Calls on Shares
5.1
The Board may make such calls as it thinks fit upon the Members in respect of any monies (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.
5.2
The joint holders of a share shall be jointly and severally liable to pay all calls and any interest, costs and expenses in respect thereof.

6


Camelot Holdings Ltd.




5.3
The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up.
6.
Forfeiture of Shares
6.1
If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following:
Notice of Liability to Forfeiture for Non-Payment of Call
[Name of Company] (the “Company”)

You have failed to pay the call of [amount of call] made on [date], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on [date], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of [ ] per annum computed from the said [date] at the registered office of the Company the share(s) will be liable to be forfeited.

Dated this [date]



______________________________

[Signature of Secretary] By Order of the Board

6.2
If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Bye-laws and the Act.
6.3
A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at

7


Camelot Holdings Ltd.



the time of the forfeiture, together with all interest due thereon and any costs and expenses incurred by the Company in connection therewith.
6.4
The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.
7.
Share Certificates
7.1
Every Member shall be entitled to a certificate under the common seal (or a facsimile thereof) of the Company or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a person expressly authorised to sign specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the amount paid on such shares. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.
7.2
The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been allotted.
7.3
If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.
8.
Fractional Shares
The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares 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.
REGISTRATION OF SHARES
9.
Register of Members
9.1
The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act.
9.2
The Register of Members shall be open to inspection without charge at the registered office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed

8


Camelot Holdings Ltd.



for inspection. The Register of Members may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty days in each year.
10.
Registered Holder Absolute Owner
The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.
11.
Transfer of Registered Shares
11.1
An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:
Transfer of a Share or Shares
[Name of Company] (the “Company”)

FOR VALUE RECEIVED……………….. [amount], I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address], [number] shares of the Company.

DATED this [date]

Signed by:            In the presence of:


____________________    __________________
Transferor            Witness


Signed by:            In the presence of:



____________________    ________________
Transferee            Witness

11.2
Such instrument of transfer shall be signed by (or in the case of a party that is a corporation, on behalf of) the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share

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until the same has been registered as having been transferred to the transferee in the Register of Members.
11.3
The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require showing the right of the transferor to make the transfer.
11.4
The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.
11.5
The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share. The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.
11.6
Notwithstanding anything to the contrary in these Bye-laws, shares that are listed or admitted to trading on an appointed stock exchange may be transferred in accordance with the rules and regulations of such exchange.
12.
Transmission of Registered Shares
12.1
In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.
12.2
Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of

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such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:
Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member
[Name of Company] (the “Company”)

I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased/bankrupt Member] to [number] share(s) standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the “Transferee”) registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

DATED this [date]

Signed by:            In the presence of:

____________________    __________________
Transferor            Witness

Signed by:            In the presence of:

____________________    ________________
Transferee            Witness

12.3
On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be.
12.4
Where two 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 such share or shares and the Company shall

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recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.
ALTERATION OF SHARE CAPITAL
13.
Power to Alter Capital
13.1
The Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act.
13.2
Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit.
14.
Variation of Rights Attaching to Shares
If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
DIVIDENDS AND CAPITALISATION
15.
Dividends
15.1
The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.
15.2
The Board may fix any date as the record date for determining the Members entitled to receive any dividend.
15.3
The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

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15.4
The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.
16.
Power to Set Aside Profits
The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose.
17.
Method of Payment
17.1
Any dividend, interest, or other monies payable in cash in respect of the shares may be paid by cheque or bank draft sent through the post directed to the Member at such Member's address in the Register of Members, or to such person and to such address as the Member may direct in writing, or by transfer to such account as the Member may direct in writing.
17.2
In the case of joint holders of shares, any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or bank draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the joint holders may direct in writing, or by transfer to such account as the joint holders may direct in writing. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.
17.3
The Board may deduct from the dividends or distributions payable to any Member all monies due from such Member to the Company on account of calls or otherwise.
18.
Capitalisation
18.1
The Board may capitalise any amount for the time being standing to the credit of any of the Company's share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members.
18.2
The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid shares of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution.

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MEETINGS OF MEMBERS
19.
Annual General Meetings
Subject to an election made by the Company in accordance with the Act to dispense with the holding of annual general meetings, an annual general meeting shall be held in each year (other than the year of incorporation) at such time and place as the chief executive officer or the chairman of the Company (if any) or any two Directors or any Director and the Secretary or the Board shall appoint.
20.
Special General Meetings
The chief executive officer or the chairman of the Company (if any) or any two Directors or any Director and the Secretary or the Board may convene a special general meeting whenever in their judgment such a meeting is necessary.
21.
Requisitioned General Meetings
The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene a special general meeting and the provisions of the Act shall apply.
22.
Notice
22.1
At least five days' notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting.
22.2
At least five days' notice of a special general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and the general nature of the business to be considered at the meeting.
22.3
The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting.
22.4
A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting.

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22.5
The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
23.
Giving Notice and Access
23.1
A notice may be given by the Company to a Member:
(a)
by delivering it to such Member in person, in which case the notice shall be deemed to have been served upon such delivery; or
(b)
by sending it by post to such Member's address in the Register of Members, in which case the notice shall be deemed to have been served seven days after the date on which it is deposited, with postage prepaid, in the mail; or
(c)
by sending it by courier to such Member’s address in the Register of Members, in which case the notice shall be deemed to have been served two days after the date on which it is deposited, with courier fees paid, with the courier service; or
(d)
by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Member to the Company for such purpose, in which case the notice shall be deemed to have been served at the time that it would in the ordinary course be transmitted; or
(e)
by delivering it in accordance with the provisions of the Act pertaining to delivery of electronic records by publication on a website, in which case the notice shall be deemed to have been served at the time when the requirements of the Act in that regard have been met.
23.2
Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.
23.3
In proving service under paragraphs 23.1(b), (c) and (d), it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted or sent by courier, and the time when it was posted, deposited with the courier, or transmitted by electronic means.

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24.
Postponement of General Meeting
The Secretary may postpone any general meeting called in accordance with these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement is given to the Members before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each Member in accordance with these Bye-laws.
25.
Electronic Participation in Meetings
Members may participate in any general meeting by such telephonic, electronic or other communication facilities or means 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.
26.
Quorum at General Meetings
26.1
At any general meeting two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting held during such time.
26.2
If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws.
27.
Chairman to Preside at General Meetings
Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the chairman or the chief executive officer of the Company, if there be one, shall act as chairman of the meeting at all general meetings at which such person is present. In their absence a chairman of the meeting shall be appointed or elected by those present at the meeting and entitled to vote.

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28.
Voting on Resolutions
28.1
Subject to the Act and these Bye-laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes the resolution shall fail.
28.2
No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member.
28.3
At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Bye-laws, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand.
28.4
In the event that a Member participates in a general meeting by telephone, electronic or other communication facilities or means, the chairman of the meeting shall direct the manner in which such Member may cast his vote on a show of hands.
28.5
At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.
28.6
At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of that fact.
29.
Power to Demand a Vote on a Poll
29.1
Notwithstanding the foregoing, a poll may be demanded by any of the following persons:
(a)
the chairman of such meeting; or
(b)
at least three Members present in person or represented by proxy; or
(c)
any Member or Members present in person or represented by proxy and holding between them not less than one-tenth of the total voting rights of all the Members having the right to vote at such meeting; or

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(d)
any Member or Members present in person or represented by proxy holding shares in the Company 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 of the total amount paid up on all such shares conferring such right.
29.2
Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, electronic or other communication facilities or means, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.
29.3
A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chairman (or acting chairman) of the meeting may direct. Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll.
29.4
Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such manner as the chairman of the meeting shall direct. At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two Members or proxy holders appointed by the chairman of the meeting for the purpose and the result of the poll shall be declared by the chairman of the meeting.
30.
Voting by Joint Holders of Shares
In the case of joint holders, 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 of Members.

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31.
Instrument of Proxy
31.1
An instrument appointing a proxy shall be in writing in substantially the following form or such other form as the chairman of the meeting shall accept:
Proxy
[Name of Company] (the “Company”)

I/We, [insert names here], being a Member of the Company with [number] shares, HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Members to be held on [date] and at any adjournment thereof. [Any restrictions on voting to be inserted here.]

Signed this [date]

_________________________
Member(s)

31.2
The instrument appointing a proxy must be received by the Company at the registered office or at such other place or in such manner as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person named in the instrument appointing a proxy proposes to vote, and an instrument appointing a proxy which is not received in the manner so prescribed shall be invalid.
31.3
A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf in respect of different shares.
31.4
The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.
32.
Representation of Corporate Member
32.1
A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

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32.2
Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member.
33.
Adjournment of General Meeting
The chairman of a general meeting may, with the consent of the Members at any general meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws.
34.
Written Resolutions
34.1
Subject to these Bye-laws, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may be done without a meeting by written resolution in accordance with this Bye-law.
34.2
Notice of a written resolution shall be given, and a copy of the resolution shall be circulated to all Members who would be entitled to attend a meeting and vote thereon. The accidental omission to give notice to, or the non-receipt of a notice by, any Member does not invalidate the passing of a resolution.
34.3
A written resolution is passed when it is signed by (or in the case of a Member that is a corporation, on behalf of) the Members who at the date that the notice is given represent such majority of votes as would be required if the resolution was voted on at a meeting of Members at which all Members entitled to attend and vote thereat were present and voting.
34.4
A resolution in writing may be signed in any number of counterparts.
34.5
A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.
34.6
A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act.
34.7
This Bye-law shall not apply to:

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(a)
a resolution passed to remove an Auditor from office before the expiration of his term of office; or
(b)
a resolution passed for the purpose of removing a Director before the expiration of his term of office.
34.8
For the purposes of this Bye-law, the effective date of the resolution is the date when the resolution is signed by (or in the case of a Member that is a corporation, on behalf of) the last Member whose signature results in the necessary voting majority being achieved and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date.
35.
Directors Attendance at General Meetings
The Directors shall be entitled to receive notice of, attend and be heard at any general meeting.
DIRECTORS AND OFFICERS
36.
Election of Directors
36.1
The Board shall be elected or appointed in the first place at the statutory meeting of the Company and thereafter, except in the case of a casual vacancy, at the annual general meeting or at any special general meeting called for that purpose.
36.2
At any general meeting the Members may authorise the Board to fill any vacancy in their number left unfilled at a general meeting.
37.
Number of Directors
The Board shall consist of not less than one Director or such number in excess thereof as the Members may determine.
38.
Term of Office of Directors
Directors shall hold office for such term as the Members 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.
39.
Alternate Directors
39.1
At any general meeting, the Members may elect a person or persons to act as a Director in the alternative to any one or more Directors or may authorise the Board to appoint such Alternate Directors.

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39.2
Unless the Members otherwise resolve, any Director may appoint a person or persons to act as a Director in the alternative to himself by notice deposited with the Secretary.
39.3
Any person elected or appointed pursuant to this Bye-law shall have all the rights and powers of the Director or Directors for whom such person is elected or appointed in the alternative, provided that such person shall not be counted more than once in determining whether or not a quorum is present.
39.4
An Alternate Director shall be entitled to receive notice of all Board meetings and to attend and vote at any such meeting at which a Director for whom such Alternate Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed.
39.5
An Alternate Director’s office shall terminate –
(a)
in the case of an alternate elected by the Members:
(i)
on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to the Director for whom he was elected to act, would result in the termination of that Director; or
(ii)
if the Director for whom he was elected in the alternative ceases for any reason to be a Director, provided that the alternate removed in these circumstances may be re-appointed by the Board as an alternate to the person appointed to fill the vacancy; and
(b)
in the case of an alternate appointed by a Director:
(i)
on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to his appointor, would result in the termination of the appointor’s directorship; or
(ii)
when the Alternate Director’s appointor revokes the appointment by notice to the Company in writing specifying when the appointment is to terminate; or
(iii)
if the Alternate Director’s appointor ceases for any reason to be a Director.
40.
Removal of Directors
40.1
Subject to any provision to the contrary in these Bye-laws, the Members entitled to vote for the election of Directors may, at any special general meeting convened and held in accordance with these Bye-laws, remove a Director provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than 14 days before the meeting and at such meeting the Director shall be entitled to be heard on the motion for such Director's removal.

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40.2
If a Director is removed from the Board under this Bye-law the Members may fill the vacancy at the meeting at which such Director is removed. In the absence of such election or appointment, the Board may fill the vacancy.
41.
Vacancy in the Office of Director
41.1
The office of Director shall be vacated if the Director:
(a)
is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law;
(b)
is or becomes bankrupt, or makes any arrangement or composition with his creditors generally;
(c)
is or becomes of unsound mind or dies; or
(d)
resigns his office by notice to the Company.
41.2
The Board shall have the power to appoint any person as a Director to fill a vacancy on the Board occurring as a result of the death, disability, disqualification or resignation of any Director and to appoint an Alternate Director to any Director so appointed.
42.
Remuneration of Directors
The remuneration (if any) of the Directors shall be determined by the Company in general meeting and shall be deemed to accrue from day to day. The Directors may also be paid all travel, hotel and other expenses properly incurred by them (or in the case of a director that is a corporation, by its representative or representatives) in attending and returning from Board meetings, meetings of any committee appointed by the Board or general meetings, or in connection with the business of the Company or their duties as Directors generally.
43.
Defect in Appointment
All acts done in good faith by the Board, any Director, a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its powers, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in the relevant capacity.

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44.
Directors to Manage Business
The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Bye-laws, required to be exercised by the Company in general meeting.
45.
Powers of the Board of Directors
The Board may:
(a)
appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(b)
exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c)
appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(d)
appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(e)
by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) 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 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 so vested in the attorney;
(f)
procure that the Company pays all expenses incurred in promoting and incorporating the Company;

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(g)
delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that 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;
(h)
delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;
(i)
present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j)
in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(k)
authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
46.
Register of Directors and Officers
The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act.
47.
Appointment of Officers
The Board may appoint such Officers (who may or may not be Directors) as the Board may determine for such terms as the Board deems fit.
48.
Appointment of Secretary
The Secretary shall be appointed by the Board from time to time for such term as the Board deems fit and shall have the powers and duties prescribed by the Companies Act together with such other powers and duties as may be delegated to the Secretary by the Board from time to time.
49.
Duties of Officers
The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

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Camelot Holdings Ltd.



50.
Remuneration of Officers
The Officers shall receive such remuneration as the Board may determine.
51.
Conflicts of Interest
51.1
Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company on such terms, including with respect to remuneration, as may be agreed between the parties. Nothing herein contained shall authorise a Director or a Director’s firm, partner or company to act as Auditor to the Company.
51.2
A Director who is directly or indirectly interested in a contract or proposed contract with the Company (an “Interested Director”) shall declare the nature of such interest as required by the Act.
51.3
An Interested Director who has complied with the requirements of the foregoing Bye-law may:
(a)
vote in respect of such contract or proposed contract; and/or
(b)
be counted in the quorum for the meeting at which the contract or proposed contract is to be voted on,
and no such contract or proposed contract shall be void or voidable by reason only that the Interested Director voted on it or was counted in the quorum of the relevant meeting and the Interested Director shall not be liable to account to the Company for any profit realised thereby.
52.
Indemnification and Exculpation of Directors and Officers
52.1
(i) The Directors, Resident Representative, Secretary and other Officers (such term to include, for purposes of this Bye-law 52, any person appointed to any committee by the Board) acting in relation to any of the affairs of the Company or any subsidiary thereof and the liquidator or trustees (if any) acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them (whether for the time being or formerly), or any person serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise or in a fiduciary or other capacity with respect to any employee benefit plan maintained by the Company or any subsidiary thereof and (ii) from and after (and not earlier than) the Effective Time, each and every individual who at or at any time prior to the Effective Time was a director or officer (such term to include for these purposes any person appointed to any committee by the board of directors of XL Merger Company) or resident representative, employee or agent of XL Merger Company or any subsidiary thereof who has acted in relation to any of the affairs of XL Merger Company or any subsidiary thereof, or any person who has served at the request of XL Merger Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise or in a fiduciary or other capacity with respect to any employee benefit plan maintained by XL Merger Company or any subsidiary thereof (each of the parties in clause (ii), an “XL Indemnified Person”, and, together with each of the parties in clause (i) and the heirs, executors and administrators of each of the parties in clauses (i) and (ii), an “Indemnified Person”) shall be indemnified and secured harmless out of the assets of the Company from and against all liabilities, actions, costs, charges, losses, damages and expenses (including liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) which such Indemnified Person shall or may incur or sustain (or, with respect to an XL Indemnified Person, shall or may have incurred or sustained at any time prior to the Effective Time) by or by reason of any act done, concurred in or omitted (actual or alleged) in or about the execution of their duty, or supposed

26


Camelot Holdings Ltd.



duty, or in their respective offices or trusts, and shall not be answerable for the acts, receipts, neglects or defaults of any other Indemnified Person or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any monies or effects belonging to the Company (or, with respect to an XL Indemnified Person, to XL Merger Company prior to the Effective Time) shall or may be or shall or may have been lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any monies of or belonging to the Company (or, with respect to an XL Indemnified Person, to XL Merger Company prior to the Effective Time) shall be or shall have been placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, and the indemnity contained in this Bye−law shall extend to any Indemnified Person acting in any office or trust on the reasonable belief that he has been appointed or elected to such office or trust notwithstanding any defect to such appointment or election, or in relation thereto, provided that this indemnity shall not extend to any matter prohibited by the Act. As used in this Bye-law 52, references to the “Company” include all constituent companies in a consolidation, scheme of arrangement, amalgamation or merger in which the Company or a predecessor to the Company by consolidation, scheme of arrangement, amalgamation or merger was involved.
52.2
No Indemnified Person shall be liable for the acts, neglects, defaults or omission of any other Indemnified Person, provided that this indemnity shall not extend to any matter prohibited by the Act.
52.3
Expenses (including attorneys’ fees) actually and reasonably incurred by any Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding or threat thereof for which indemnification is sought pursuant to Bye−law 52.1 shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall be ultimately determined that such Indemnified Person is not entitled to be indemnified by the Company as authorised in these Bye−laws or otherwise pursuant to applicable law. Such expenses (including attorneys’ fees) incurred by agents of the Company may be paid upon the receipt of the aforesaid undertaking and such terms and conditions, if any, as the Board deems appropriate.

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Camelot Holdings Ltd.




52.4
The indemnification and advancement of expenses provided in these Bye−laws shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may now or hereafter be entitled under any statute, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.
52.5
The indemnification and advancement of expenses provided by, or granted pursuant to, this Bye−law 52 shall continue as to an Indemnified Person who has ceased to hold the position for which such Indemnified Person is entitled to be indemnified or advanced expenses and shall inure to the benefit of the heirs, executors and administrators of such an Indemnified Person.
52.6
No amendment or repeal of any provision of this Bye−law 52 shall alter, to the detriment of any Indemnified Person, the right of such Indemnified Person to the indemnification or advancement of expenses related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.
52.7
Each Member agrees to waive any claim or right of action it might 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 or any subsidiary thereof (or, with respect to an XL Indemnified Person, with or for XL Group Ltd or any subsidiary thereof prior to the Effective Time), provided, such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Indemnified Person.
52.8
The Company may purchase and maintain insurance for the benefit of any Director or Officer against any liability incurred by him under the Act in his capacity as a Director or Officer or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any subsidiary thereof.

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Camelot Holdings Ltd.



MEETINGS OF THE BOARD OF DIRECTORS
53.
Board Meetings
The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. A resolution put to the vote at a Board meeting shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.
54.
Notice of Board Meetings
A Director may, and the Secretary on the requisition of a Director shall, at any time summon a Board meeting. Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to such Director verbally (including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means or other mode of representing words in a visible form at such Director's last known address or in accordance with any other instructions given by such Director to the Company for this purpose.
55.
Electronic Participation in Meetings
Directors may participate in any meeting by such telephonic, electronic or other communication facilities or means 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.
56.
Representation of Corporate Director
56.1
A Director which is a corporation may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Director, and that Director shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.
56.2
Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at Board meetings on behalf of a corporation which is a Director.
57.
Quorum at Board Meetings
The quorum necessary for the transaction of business at a Board meeting shall be two Directors, provided that if there is only one Director for the time being in office the quorum shall be one.

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Camelot Holdings Ltd.



58.
Board to Continue in the Event of Vacancy
The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at Board meetings, the continuing Directors or Director may act for the purpose of (i) summoning a general meeting; or (ii) preserving the assets of the Company.
59.
Chairman to Preside
Unless otherwise agreed by a majority of the Directors attending, the chairman or the chief executive officer of the Company, if there be one, shall act as chairman of the meeting at all Board meetings at which such person is present. In their absence a chairman of the meeting shall be appointed or elected by the Directors present at the meeting.
60.
Written Resolutions
A resolution signed by (or in the case of a Director that is a corporation, on behalf of) all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a Board meeting duly called and constituted, such resolution to be effective on the date on which the resolution is signed by (or in the case of a Director that is a corporation, on behalf of) the last Director.
61.
Validity of Prior Acts of the Board
No regulation or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.
CORPORATE RECORDS
62.
Minutes
The Board shall cause minutes to be duly entered in books provided for the purpose:
(a)
of all elections and appointments of Officers;
(b)
of the names of the Directors present at each Board meeting and of any committee appointed by the Board; and
(c)
of all resolutions and proceedings of general meetings of the Members, Board meetings, meetings of managers and meetings of committees appointed by the Board.

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Camelot Holdings Ltd.



63.
Place Where Corporate Records Kept
Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered office of the Company.
64.
Form and Use of Seal
64.1
The Company may adopt a seal in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda.
64.2
A seal may, but need not, be affixed to any deed, instrument or document, and if the seal is to be affixed thereto, it shall be attested by the signature of (i) any Director, or (ii) any Officer, or (iii) the Secretary, or (iv) any person authorised by the Board for that purpose.
64.3
A Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents.
ACCOUNTS
65.
Records of Account
65.1
The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:
(a)
all amounts of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;
(b)
all sales and purchases of goods by the Company; and
(c)
all assets and liabilities of the Company.
65.2
Such records of account shall be kept at the registered office of the Company or, subject to the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.
65.3
Such records of account shall be retained for a minimum period of five years from the date on which they are prepared.
66.
Financial Year End
The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December in each year.

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Camelot Holdings Ltd.



AUDITS
67.
Annual Audit
Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to the Act, the accounts of the Company shall be audited at least once in every year.
68.
Appointment of Auditor
68.1
Subject to the Act, the Members shall appoint an auditor to the Company to hold office for such term as the Members deem fit or until a successor is appointed.
68.2
The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.
69.
Remuneration of Auditor
69.1
The remuneration of an Auditor appointed by the Members shall be fixed by the Company in general meeting or in such manner as the Members may determine.
69.2
The remuneration of an Auditor appointed by the Board to fill a casual vacancy in accordance with these Bye-laws shall be fixed by the Board.
70.
Duties of Auditor
70.1
The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards.
70.2
The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used.
71.
Access to Records
The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers for any information in their possession relating to the books or affairs of the Company.

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Camelot Holdings Ltd.



72.
Financial Statements and the Auditor’s Report
72.1
Subject to the following bye-law, the financial statements and/or the auditor’s report as required by the Act shall
(a)
be laid before the Members at the annual general meeting; or
(b)
be received, accepted, adopted, approved or otherwise acknowledged by the Members by written resolution passed in accordance with these Bye-laws; or
(c)
in circumstances where the Company has elected to dispense with the holding of an annual general meeting, be made available to the Members in accordance with the Act in such manner as the Board shall determine.
72.2
If all Members and Directors shall agree, either in writing or at a meeting, that in respect of a particular interval no financial statements and/or auditor’s report thereon need be made available to the Members, and/or that no auditor shall be appointed then there shall be no obligation on the Company to do so.
73.
Vacancy in the Office of Auditor
The Board may fill any casual vacancy in the office of the auditor.
VOLUNTARY WINDING-UP AND DISSOLUTION
74.
Winding-Up
If the Company shall be wound up the liquidator may, with the sanction of a resolution of the Members, divide amongst the Members in specie or in 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 purpose, set such value 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 Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.
CHANGES TO CONSTITUTION
75.
Changes to Bye-laws
No Bye-law may be rescinded, altered or amended and no new Bye-law may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a resolution of the Members.

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Camelot Holdings Ltd.



76.
Changes to the Memorandum of Association
No alteration or amendment to the Memorandum of Association may be made save in accordance with the Act and until same has been approved by a resolution of the Board and by a resolution of the Members.
77.
Discontinuance
The Board may exercise all the powers of the Company to discontinue the Company to a jurisdiction outside Bermuda pursuant to the Act.

34



Exhibit 99.1

xlgrouplogoa03.jpg
Press Release
 
O'Hara House
 
One Bermudiana Road
 
 
Hamilton HM 08
 
 
Bermuda
 
 
Phone +1 441 292 8515
 
 
Fax +1 441 294 7307 
 
 
www.xlgroup.com
Contact: 
Giovanni Astolfi
Carol Parker Trott
 
Investor Relations
Media Relations
 
(203) 674-6973
(441) 294-7290


XL Group Ltd Announces Intent to Voluntarily Delist Outstanding Debt Securities from NYSE

Hamilton, Bermuda - September 12, 2018 - XL Group Ltd (“XL” and together with its subsidiaries, the “Company”) today announced that, following the completion of its previously announced merger with Camelot Holdings Ltd., a wholly owned subsidiary of AXA S.A. (“AXA”) and the delisting of its common shares from the New York Stock Exchange (“NYSE”), it has notified the NYSE of its intention to voluntarily delist the following series of debt securities issued by XLIT Ltd., a wholly owned subsidiary of XL, and guaranteed by XL (collectively, the “XLIT Listed Notes”), as well as to deregister the XLIT Listed Notes from registration with the Securities and Exchange Commission (the “SEC”):

2.30% Senior Notes due 2018
5.75% Senior Notes due 2021
4.450% Subordinated Notes due 2025
5.25% Senior Notes due 2043
5.500% Subordinated Notes due 2045
Fixed to Floating Rate Subordinated Notes due 2047

The guarantees of the XLIT Listed Notes will also be withdrawn from registration with the SEC concurrent with the deregistration of the XLIT Listed Notes. The Company has not made arrangements for the listing and/or registration of the XLIT Listed Notes on another national securities exchange or quotation medium. These actions do not affect the terms of the XLIT Listed Notes and the guarantees.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about XL’s beliefs, plans or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations, all of which involve risk and uncertainty. Statements that include the words “expect,” “estimate,” “intend,” “plan,” “believe,” “project,” “anticipate,” “may,” “look” or similar statements of a future or forward-looking nature identify forward-looking statements. Factors that could cause actual results to differ from those predicted are set forth under “Risk Factors” or “Cautionary Note Regarding Forward-Looking Statements” in XL’s Annual Report on Form 10-K for the year ended December 31, 2017, Quarterly Reports on Form 10-Q for the periods ended March 31, 2018 and June 30, 2018 and our other documents on file with the SEC. XL undertakes no obligation to





update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.


About XL Group Ltd

XL Group Ltd (NYSE: XL), through its subsidiaries and under the "XL Catlin" brand, is a global insurance and reinsurance company providing property, casualty and specialty products to industrial, commercial and professional firms, insurance companies and other enterprises throughout the world. Clients look to XL Catlin for answers to their most complex risks and to help move their world forward. To learn more, visit www.xlgroup.com.



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