Articles of Association

ECIROA, European Captive Insurance and Reinsurance Owners’ Association, Association sans but lucratif.

Siège social: 10, rue Edward Steichen, L-2540 Luxembourg.

R.C.S. Luxembourg: F 7.729.

(the « Association »)

COORDINATED ARTICLES OF ASSOCIATION

AS OF 20 NOVEMBER 2015

As adopted by the general meeting of the Association held before Maître Martine SCHAEFFER, notary residing in Luxembourg, Grand-Duchy of Luxembourg on the 19th of August 2008 and amended by:

1. the general meeting of the Association held on the 26^th of November 2008;
2. the general meeting of the Association held on the 19^th of October 2010;
3. the general meeting of the Association held on the 21^st of November 2011;
4. the general meeting of the Association held on the 20^th of November 2015.

Chapter I – Name, headquarters, duration, objects

• 1. Name. The name of the association is “European Captive Insurance and Reinsurance Owners’ Association” (ECIROA). It may use either its full name or its abbreviated name.
• 2. Location. The registered office of the association is established in Luxembourg.
• 3. Duration.

The duration of the association is unlimited.

• 4. Objectives. The association has as its object the protection and development of the interest of its members in the broadest sense as well as to represent its members in discussions with official, regulatory bodies. It shall do all in its power to promote captives.

Chapter II – Members

• 5. Admission, Resignation, Exclusion. The number of members is unlimited; it may not be less than three.

Membership is open for any company owning a captive in Europe, which declares itself prepared to observe these statutes.

The admission of new members is decided by the Board of Directors. A request to become a member should be made to the Chairman of the board and be approved by the Chairman and one other Board member. Following a board meeting the already existing members will have one month for objections. Should an objection be filed the request will be handled by the next General Meeting.

Any member of the Association has the right to renounce membership of the Association, subject to giving a period of notice of three months.

When a member of the association is guilty of a serious violation of the ethical principles of the association, he may be expelled by the General Meeting after having been heard.

If a member ceases to own a captive in Europe it is immediately excluded from membership.

The resigning or excluded member and its successors-in-title have no rights to the corporate funds of the association, and they may not ask for any accounts, or ask for an inventory, or claim a refund of subscriptions paid.

Chapter III – General Meeting

• 6. General Meeting. The General Meeting comprises all members. It meets as often as the interests of the association require. It is presided by the Chairman of the association or, if she/he is unable to attend, by the Vice-Chairman or, in her/his absence, by a Chairman elected by the meeting.

The association should hold its Annual General Meeting during the second half of the year. Day, time and location is to be decided by the board. Notice to attend the General Meeting together with the agenda should be delivered to the members at least 14 days in advance. In the case of an emergency, an Extraordinary General Meeting may be called within a shorter period.

An Extraordinary General Meeting shall meet on being convened by the Board of Directors. It is bound to call a meeting when a fifth of the members so requests.

A member who would like to raise a proposal at the General Meeting should deliver the proposal to the board at least 1 month before the General Meeting.

• 7. Powers. The General Meeting elects the Board of Directors, approves the annual budget, peruses the annual accounts and approves them.

The General Meeting may amend the statutes in accordance with the law.

In all circumstances, the General Meeting may only legitimately meet if at least half of its members are present or represented.

If a first meeting does not achieve this quorum, the Board of Directors may, within one month, convene a second meeting, which may legitimately discuss the agenda, whatever the number of members present or represented.

The resolutions of the General Meeting are entered into an ad hoc register and all members are informed by electronic letter.

• 8. Right to vote. Every member has the right to one vote at the time of voting in the General Meeting. A member could be represented by another member via a proxy.

Voting is made via hand raising. If the Chairman or a fifth of the members present at the meeting so demand, the vote shall be by secret ballot. Save where otherwise stipulated in law all decisions are made with a simple majority of the votes.

• 9. Elections to the board of directors. The General Meeting elects the Board of Directors, which is comprised of a maximum of 7, and a minimum of 3 members, amongst whom there shall be a Chairman and a Vice-Chairman.

The election of the board is made by a simple majority. The members of the Board, including the Chairman and the Vice-Chairman are elected for a period of 2 years renewable.

• 10. Budget. The financial year shall follow the calendar year and should end on 31 December 2008 for the first time.

The General Meeting annually approves the accounts of the past year and the budget of the association including the membership fee.

The annual membership fee is a flat fee of 300 EUR per member. The membership fee could be changed by a decision made by the General Meeting.

No seat on the Board of Directors or any committee gives a right to remuneration.

• 11. Representation of the association. As regards third parties, the association is committed by joint signatures of any two members of the Board and in any other manner determined by the Board of Directors.

Chapter IV – Board of Directors

• 12. The Board of Directors. The Board of Directors manages the affairs of the association and represents it in all judicial and non-judicial matters. It may, under its responsibility, delegate all or part of its powers to one of its members or to a third party.

The Board of Directors is presided over by the Chairman of the association or, in the case of non-availability, by the Vice-Chairman. In the absence of the Chairman or Vice-Chairman, the chairmanship of the Board of Directors may not be exercised by their substitute.

The board should have board meetings at least 2 times per year. Minutes should be distributed to the members and filed.

The board could make decisions when at least 3 members are available at a board meeting. The Board of Directors takes its decision by a simple majority. In the case of non-availability, each Director may be represented at the Board of Directors by another director on presentation of a written proxy.

When the conditions required for a majority cannot be obtained with regard to a point on the agenda, it may be submitted to an extraordinary General Meeting.

Chapter V – Executive Management

• 13. Executive Management. The Board of Directors is assisted by an Executive Manager appointed by the Board of Directors.

The Executive Manager performs all the tasks entrusted to her/him by the Board of Directors. She/he is automatically responsible for the internal administration of the association and for communication with the members and with third parties.

For the performance of the tasks entrusted to her/him, the Executive Manager of the association is committed by the signature of two members of the Board.

The Chairman may give a mandate to the Executive Manager or to outside experts to represent the association in all national, international and supranational bodies.

• 14. Treasurer. The daily financial administration of the association is assumed by a treasurer chosen by the Board of Directors. The competence and tasks of the treasurer are defined by the Board of Directors

The functions as Executive Manager and Treasurer could be assumed by the same person or different persons.

 

Chapter VI – Miscellaneous

• 15. Dissolution of the Association. Decision on the dissolution of the association should be made on a General Meeting and should be approved by at least 3/4 of the votes in this meeting. If the association is dissolved the General Meeting should also decide on the allocation of any remaining assets.
• 16. Procedures and law. Internal rules of procedure may define the procedures and detailed arrangements, in particular for organisation and operation. These rules shall be drawn up and amended by the Board of Directors and placed before the General Meeting for its approval.

In all cases not provided for in these statutes, the law of 21 April 1928 on non-profit-making associations and public utility establishments shall apply.