File Copy CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY Company No. 6245947 The Registrar of Companies for England and Wales hereby certifies that GCUBE UNDERWRITINGS LIMITED is this day incorporated under the Companies Act 1985 as a private company and that the company is limited. Given at Companies House, Cardiff, the 14th May 2007 ptt s :@. eee EA. OF Te OFFICALSEAL OF HE No 6245947V Companies House for the record. —— ‘The above information was communicated in non-legible form and authenticated by the Registrar of Companies under section 710A of the Companies Act 1985Companies House —— for the record. — Electronic statement of compliance with requirements on application for registration of a company pursuant to section 12(3A) of the Companies Act 1985 Company number Company name of 6245947 GCUBE UNDERWRITINGS LIMITED WATERLOW SECRETARIES LIMITED 6-8 UNDERWOOD STREET LONDON NI 1Q person named as a secretary of the company in the statement delivered to the registrar of companies under section 10(2) of the Companies Act 1985 make the following statement of compliance in pursuance of section 12(3A) of the Companies Act 1985 Statement: Thereby state that all the requirements of the Companies Act 1985 in respect of the registration of the above company and of matters precedent and incidental to it have been complied with. Confirmation of electronic delivery of information. This statement of compliance was delivered to the registrar of companies electronically and authenticated in accordance with the registrar's direction under section 707B of the Companies Act 1985. WARNING: The making of a false statement could result in liability to criminal prosecutionCompanies House 1 0 (ef) — forthe record. — First directors and secretary and intended situation of registered office Received for filing in Electronic Format on the: 14/03/2007 ll | | Ih XIDGUPIT Company Name GCUBE UNDERWRITINGS LIMITED in full Proposed Registered C/O JARDINE LLOYD THOMPSON Office: GROUP PLC 6 CRUTCHED FRIARS, LONDON EC3N 2PH memorandum delivered by an agen for the subseriber(s): Yes Agent's Name: WATERLOW LEGAL & COMPANY SERVICES Agent's Address: 6-8 UNDERWOOD STREET LONDON NI 7JQ Company Secretary Name WATERLOW SECRETARIES LIMITED Address: 6-8 UNDERWOOD STREET LONDON NL 7JQ Consented to A Date authorised 14/08/2007 Authenticated: ¥ Electronically Filed Document for Company number: 6245947 Page:1Director Name WATERLOW NOMINEES LIMITED Address 6-8 UNDERWOOD STREET LONDON NI 7JQ Consented to Act: ¥ Date authorised 14/05/2007 Authenticated: ¥ Authorisation Authoriser Designation: NGENT Date Authorised: 14/05/2007 Authenticeued: Yes End of Electronically Filed Document for Company number: 6245947 Page:2GCube Underwritings Limited MEMORANDUM AND ARTICLES OF ASSOCIATION Incorporated on Company Number WATERLOWThe Companies Act 1985 (As amended by the Companies Act 1989) Private Company Limited by Shares MEMORANDUM OF ASSOCIATION of GCube Underwritings Limited 1 The Company's name is GCube Underwritings Limited 2. The Company's registered office is to be situated in England and Wales. The Company's objects are: (a) (i) Tocarry on business as a general commercial company. Gi) To carry on any trade or business whatsoever and to do all such things as are incidental or conducive to the carrying on of any trade or business by it Gii) To undertake all or any of the following objects, (6) To carry on any other trade or business which can, in the opinion of the Board of Directors, be advantageously carried on by the Company. (©) To acquire by purchase, lease, exchange, hire or otherwise, or to hold for any estate or interest, any land, buildings, easements, rights, privileges, concessions, patents, patent rights, licences, secret processes, machinery, plant, stock-in-trade and any real or personal property of any kind necessary or convenient for the purposes of or in connection with the Company's business. (4) To erect, alter or maintain any buildings, plant and machinery necessary or convenient for the Company's business and to contribute to or subsidise the erection, construction and maintenance of any of the above. (©) To acquire by subscription or otherwise and hold, sell, deal with, make a market in or dispose of any shares, stocks, debentures, debenture stock, or other securities of any kind whatsoever, guaranteed by any company constituted or carrying on business in any part of the world and debentures, debenture stock and other securities of any kind guaranteed by any Government or Authority, Municipal, Local or otherwise, whether at home or abroad, and to subscribe for the same eitherconditionally or otherwise and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by the ownership thereof. (f) To receive money on deposit or otherwise either without security or secured by debentures, debenture stock (perpetual or terminable), mortgage or other security charged on the undertaking or on all or any of the assets of the Company including uncalled capital, and generally to act as bankers. (g) To borrow and raise money in any manner and to secure with or without consideration the repayment of any money borrowed, raised, or owing by mortgage. charge, debenture, debenture stock, bond, standard security, lien or any other security of whatsoever nature upon the whole or any part of the Company's property or assets (whether present or future) including its uncalled capital, and also by a similar mortgage, charge, debenture, debenture stock, bond, standard security, indemnity, Tien or security of whatsoever nature to secure and guarantee the performance by the Company or any other company or person (including, but without prejudice to the generality of the foregoing) the holding company of the Company or any company which is'a subsidiary of such holding company within, in each case, the meaning of Section 736 and Section 736(A) of the Companies Act 1985 (the "Act"), as amended by the Companies Act 1989, of any obligation or liability it or such person or company may undertake or which may become binding upon it or such person or company, and to secure any securities of the Company by a Trust Deed or other assurance and to enter into partnership or any joint purse arrangement with any person, persons, firm or company, (h) To lend money with or without security, and to invest money of the Company upon such terms as the Company may approve, and to guarantee the dividends, interest and capital of the shares, stocks or securities of any company of or in which the Company is a member or is otherwise interested, and generally as the Directors think fit, (i) To apply for, purchase or otherwise acquire and hold or use any patents, licences, concessions, copyrights and the like, conferring any right to use or publish any secret or other information and to use, exercise, develop or grant licences in respect of the property, rights or information so acquired. @) To take part in the formation, management, supervision or control of the business or operation of any company or undertaking and for that purpose to appoint and remunerate any directors, accountants, consultants, experts or agents. (K) To employ experts, consultants and valuers to investigate and examine the condition, prospects, value, character and circumstances of any business concems and undertakings and generally of any assets, property or rights. () To establish or promote or concur in establishing or promoting any other company whose objects shall include the acquisition or taking over of all or any of the assets or liabilities of the Company or the promotion of which shall be in any manner calculated to advance directly or indirectly the objects or the interests of the Company and to acquire, hold or dispose of shares. stocks or securities issued by or any other obligations of any such other company.(m) To draw, accept, make, endorse, discount, execute, issue and negotiate promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable instruments. (8) To invest and deal with the monies of the Company not immediately required for the purposes of the business of the Company in or upon such investments and in such manner as the Company may approve. (0) To pay for any property or rights acquired by the Company either in cash or by the issue of fully or partly paid up shares, with or without preferred or deferred or special rights or restrictions in respect of dividend, repayment of capital, voting or otherwise, or by any securities which the Company has power to issue, or partly one mode and partly in another, and generally on such terms as the Company may (p) To accept payment for any property or rights sold or otherwise disposed of or dealt with by the Company, either in cash, by instalments or otherwise, or in fully or partly paid-up shares or stock of any company or corporation, with or without preferred or deferred or special rights or restrictions in respect of dividend, repayment of capital, voting or otherwise, or in debentures or mortgages or other securities of any company or corporation or partly in one mode and partly in another, and generally on such terms as the Company may determine, and to hold, dispose of or otherwise deal with any shares, stocks or securities so acquired. (q) To enter into arrangements for joint working in business or amalgamate with or enter into any partnership or arrangement for sharing profits, union of interests, reciprocal concession or co-operation with any company, firm or person carrying on or proposing to carry on any business within the objects of the Company or which is capable of being carried on so as directly or indirectly to benefit the Company. () To purchase or otherwise acquire, take over and undertake all or any part of the business, property, liabilities and transactions of any person, or company earrying on any business the carrying on of which is calculated to benefit the Company or to advance its interests, or possessed of property suitable for the purposes of the Company. (s) To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant licences, easements and other rights in or over, and in any other manner deal with or dispose of the undertaking and all or any of the property and assets for the time being of the Company for such consideration as the Company may think fit. () To provide for the welfare of persons employed or formerly employed by the Company and to grant pensions, allowances. gratuities and bonuses to officers or ex officers, employees or ex-employees of the Company or its predecessors in business or of any associated company of the Company or its predecessors in business or the dependants of such persons and to establish and maintain or concur in establishing and maintaining trusts, funds or schemes (whether contributory or non-contributory),with a view to providing pensions or other funds for any such persons as aforesaid or their dependants, (u) To subscribe to or otherwise aid the establishment and support of, any schools and any educational, scientific, literary, religious or charitable institutions or trade societies, whether such institutions or societies be solely connected with the business carried on by the Company or its predecessors in business or not, and to institute and maintain any club or other establishment. (v) To distribute in specie assets of the Company properly distributable amongst the members, but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law. (w) To purchase and maintain insurance for or for the benefit of any persons who are or were at any time directors, officers, employees or auditors of the Company against any liability incurred by such persons in respect of any act or om the actual or purported execution and or discharge of their duties and or in the exercise of their powers and or otherwise in relation to their duties, powers or offices in relation to the Company, and to such extent as may be permitted by law or otherwise to indemnify or to exempt any such person against or from any such liabi (8) To do all or any of the things hereinbefore authorised, either alone or in conjunction with others, or as factors, trustees or agents for others, or by or through factors, trustees or agents, (¥) Subject to, and always in compliance with, the provisions of Sections 155 to 158 (inclusive) of the Act (if and so far as such provisions shall be applicable), to give, whether directly or indirectly, any kind of financial assistance (as defined in Section 152(1)(a) of the Act) for any such purpose as is specified in Section 151(1) and/or Section 151(2) of the Act. (2) To doall such other things (whether similar to any of the foregoing or not) as are incidental to or which the Company may think conducive to the above objects or any of them. The objects set forth in any sub-clause of this clause shall not be restrictively construed but the widest interpretation shall be given thereto, and they shall not, except when the context expressly so requires, be in any way limited to or restricted by reference to or inference from any other object or objects set forth in such sub-clause or from the terms of any other sub- clause or by the name of the Company. None of such sub-clauses or the object or objects therein specified or the powers thereby -onferred shall be deemed subsidiary or ancillary to the objects or powers mentioned in any other sub-clause, but the Company shall have full power to exercise all or any of the powers and to achieve or to endeavour to achieve all or any of the objects conferred by and provided in any one or more of the said sub-clauses. The liability of the Members is limited. The Company's share capital is £100 divided into 100 Ordinary Shares of £1 each,We, the subscriber to this Memorandum of Association wish to be formed into a Company pursuant to this Memorandum; and we agree to take the number of shares shown opposite our name. Name and Address of Subscriber Number of shares taken by Subscriber WATERLOW NOMINEES LIMITED One 6-8 Underwood Street Ordinary London NI7Q Dated: 9 May 2007The Compai s Act 1985 (As amended by the Companies Act 1989) Private Company Limited by Shares ARTICLES OF ASSOCIATION of GCube Underwritings Limited PRELIMINAR’ 1. (a) Subject as hereinafter provided the Regulations incorporated in Table A as set out in the Schedule to the Companies (Tables A to F) Regulations 1985 as amended and hereinafter called "Table A" shall apply to the Company (b)__ The Articles hereinafter contained, together with the Regulations incorporated in Table A subject to their exclusion or modification hereinafler expressed, shall constitute the Regulations of the Compan (©) Any reference in these Articles to "the Act" shall mean the Companies Act 1985 as amended or extended by any other enactment. (4) "communication" means the same as in the Electronic Communications Act 2000. (e) "electronic communication” means the same as in the Electronic Communications Act 2000. INTERPRETATION 2. In Regulation 1 of Table A there shall be inserted before the words "office" and "secretary" the word "the” and between the words “regulations” and "the Act" the words “and in any regulations adopting in whole or in part the same". ALLOTMENT OF SHARES 3. (a) Subject to the provisions hereinafter expressed, the Directors are authorised for the purposes of section 80 of the Act to exercise the power of the Company to allot shares to the amount of the authorised but unissued share capital of the Company at the date hereof and the Directors may allot. grant options over or otherwise dispose of such shares to such persons, on such terms and in such manner as they think fit provided always that:-(i) save as provided in sub-paragraph (ii) below, the authority hereby given to the Directors to exercise the power of the Company to allot shares shall expire five years after the date of incorporation of the Compa (ii) the Members in General Meeting may by Ordinary Resolution:- (a) renew the said authority (whether or not it has been previously renewed) for a period not exceeding five years (unless the Company elects by elective resolution to modify the duration of authority pursuant to Section 80A of the Companies Act 1985), but such Resolution shall comply with the Act. (b) revoke o vary any such authority (or renewed authority); Gii) _ notwithstanding the aforementioned provisions of sub-paragraphs (i) and (ii) the Company may make an offer or agreement which would or might require shares to be allotted after such authority has expired and in pursuance of such an offer or agreement the Directors may allot shares notwithstanding that such authority or renewed authority has expired Any reference hereto to the allotment of shares shall include a reference to the grant of any right to subscribe for, or to convert any security into shares, but shall not include any reference to the allotment of shares pursuant to such a right. (b) In accordance with Section 91 of the Act, Sections $9(1), and 90(1) to (6) of the Act are excluded from applying to the Company. Any shares for the time being unissued shall be offered to the Members in proportion as nearly as may be to the number of existing shares held by them respectively unless the Company shall by Special Resolution otherwise direct. Such offer shall be made by written notice specifying the number of shares offered and specifying a period (not being less than fourteen days) within which the offer, if not accepted, will lapse and determine. After the expiration of that period, or on the receipt of an intimation in writing from the offeree that he declines to accept the shares so offered, the Directors may in accordance with the provisions hereto allot, grant options over or otherwise dispose of the same to such persons, on such terms and in such manner as they think most beneficial to the Company. The Directors may in like manner and subject as aforesaid, allot any such new or original shares which by reason of the proportion bome by them to the number of persons entitled to any such offer as aforesaid or by reason of any other difficulty in apportioning the same cannot in the view of the Directors effectually be offered in the manner aforesaid. SHARES 4. (a) Subject to Chapter VII of Part V of the Act, and to the Regulations of the Company, the Company may purchase its own shares (including redeemable shares) whether out of distributable profits or the proceeds of a fresh issue of shares or otherwise. (b) Regulation 35 of Table A shall not apply to the Company.(©) Subject to Chapter VII of Part V of the Act, any shares may, with the sanetion of an Ordinary Resolution, be issued on the terms that they are, at the option of the Company or the shareholder, liable to be redeemed on such terms and in such manner as the Company before the issue of the shares may by Special Resolution determine, and whether out of distributable profits or the proceeds of a fresh issue of shares or otherwise. Regulation 3 of Table A shall be modified accordingly. (4) Subject to Chapter VI of Part V of the Act, the Company may give financial assistance for the purpose of or in connection with any acquisition of shares made or to be made in the Company or its holding company. 5. The lien conferred by Regulation & of Table A shall attach to all shares whether fully paid or not and to all shares registered in the name of any person indebted or under liability to the Company whether he be the sole holder thereof or one of two or more joint holders, The Company shall have a first and paramount lien on every share (not being fully paid) for all moneys (Whether presently payable or not) called or payable at a fixed time in respect of that share and the Company shall also have a first and paramount lien on all shares (including, fully paid shares) registered in the name of any person indebted or under liabilit Company whether he be the sole holder thereof or one of two or more joint holders for all moneys presently payable by him or his estate to the Company: but the Directors may at any time declare any shares to be wholly or in part exempt from these provisions. The Company's lien, if any, on a share shall extend to all dividends payable thereon. Regulation & of Table A shall be modified accordingly. GENERAL MEETINGS AND RESOLUTIONS 6. (@) Any proxy appointed by a member of the Company in accordance with Section 372 of the Act shall be entitled to vote on a show of hands as well as on a poll, provided that no person present shall be entitled to more than one vote on a show of hands save as provided in Regulation 50 of Table A. (b) In every notice convening a General Meeting of the Company there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and, on a poll, or a show of hands to vote instead of him and that such proxy need not also be a Member. (©) Regulations 38 and 59 of Table A shall be modified accordingly (4) Proxies may be deposited at the Registered Office of the Company at any time before the time of the Meeting for which they are to be used unless otherwise specified in the notice convening such Meeting. The Directors may at their discretion treat an electronic communication appointing a proxy as a proxy for the purposes of this Article, Regulation 62 of Table A shall be modified accordingly. 7. A Resolution in writing signed or approved by letter, telex, facsimile transmission or cable or by any other electronic communication by all members of the Company, who would have been entitled to vote upon it if it had been duly proposed at a General Meeting or at a meeting of any class of members of the Company, or by their duly appointed attomeys, shall be as valid and effectual as if it had been passed at a General Meeting or at such a classmeeting of the Company (as the case may be) duly convened and held. Any such Resolution may consist of several documents in the like form each signed by one or more of the members or their attomeys (or, in the case of a member which is a body corporate, by a director thereof or by a duly appointed representative). Regulation 53 of Table A shall not apply to the Company. APPOINTMENT OF DIRECTORS 8. (a)_—_ Unless and until otherwise determined by the Company in General Meeting there shall be no maximum number of Directors and the minimum number of Directors shall be one. Whenever there shall be only one Director of the Company such Director may aet alone in exercising all the powers, diseretions and authorities vested in the Directors, and Regulation 89 of Table A shall be modi (b) Regulation 64 of Table A shall not apply to the Company. 9. (a) The Directors shall not be required to retire by rotation and Regulations 73 to 80 (inclusive) of Table A shall not apply to the Company. (6) No person shall be appointed a Director at any General Meeting unless either:~ (i) he is recommended by the Directo or Gi) not less than fourteen nor more than thirty-five clear days before the date appointed for the General Meeting, notice executed by a Member qualified to vote at the General Meeting has been given to the Company of the intention to propose that person for appointment, together with notice executed by that person of his willingness to be appointed. (©) Subject to paragraph (b) above, the Company may by Ordinary Resolution in General Meeting appoint any person who is willing to act to be a Director, either to fill a vacancy or as an additional Director. (4) The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number determined by the Company in General Meeting as the maximum number of Directors for the time being in force. (©) _ Regulation 84 of Table A shall be modified by the deletion of the last sentence therefrom. PROCEEDINGS OF DIRECTORS 10. Notice of a meeting of the Directors shall be deemed to be properly given to a Director if it is given to him personally or by word of mouth or sent in writing to him (by electronic communication or otherwise) at his last known address or any other address given by him to the Company for this purpose, or by any other means authorised in writing by the Director concerned. A Director absent or intending to be absent from the United Kingdom may request the Directors that notices of meetings of the Directors shall during his absencebe sent in writing to him at an address given to the Company for this purpose, but if no request is made to the Directors it shall not be necessary to give notice of a meeting of the Directors to any Director who is for the time being absent from the United Kingdom. A Director may waive notice of any meeting either retrospectively or prospectively. Regulation 88 of Table A shall be modified accordingly. 11. All or any of the members of the board or any committee of the board may participate in a meeting of the board or that committee by means of a conference telephone or any other form of electronic communication which allows all persons participating in the meeting to communicate with each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group where the Chairman of the meeting then 12. (@_A Director who is in any way either directly or indirectly interested (whether through persons connected with him as defined in section 346 of the Act or otherwise) in any contract, transaction or arrangement (whether or not constituting a contract and whether actual or proposed) with the Company or in which the Company is interested, shall declare the nature of his interest at a Meeting of the Directors in accordance with section 317 of the Act. Subject to such disclosure a Director shall be entitled to vote in respect of any such contract, transaction or arrangement (whether actual or proposed) in which he is interested and he shall be counted in reckoning whether a quorum is present. (b) Regulations 94 to 97 (inclusive) of Table A shall not apply to the Company. BORROWING POWERS 13. The Directors may exercise all the powers of the Company to borrow money, whether in excess of the nominal amount of the share capital of the Company for the time being issued or not, and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, and to issue debentures, debenture stock or any other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. DISQUALIFICATION OF DIRECTOR: 14, The office of a Director shall be vacated if he becomes incapable by reason of illness of managing and administering his property and affairs and Regulation 81 of Table A shall be modified accordingly. GRATUITIES AND PENSIONS 15. In Regulation 87 of Table A there shall b and "may" the words “on behalf of the Company". \serted between the words "the directors" DIVIDENDS 16. No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of Part VIII of the Act which apply to the Company.NOTICES 17. (@)_— Any notice or other document may be served on or delivered to any Member by the Company either; (i) personally, or (ii) by sending it by post addressed to the Member at his registered address, or ii) by any form of electronic communication, or (iv) _ by leaving it at his registered address addressed to the Member, or (v)__ byany other means instructed in writing by the Member concerned and agreed by the Company In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes be deemed a sufficient service on or delivery to all the joint holders. Regulation 112 of Table A shall be modified accordingly (6) Any notice or other document, which is sent by post, shall be deemed to have been served or delivered 24 hours after posting and, in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post. Any notice or other document left at a registered address otherwise than by post or sent by electronic communication, shall be deemed to have been served or delivered when it was so left or sent. Proof that a notice contained in an electronic communication was sent in accordance with guidanee issued by the Institute of Chartered Seeretaries and Administrators shall be conclusive evidence that the notice was given, Regulation 115 of Table A shall be modified accordingly EXECUTION OF DOCUMEN’ 18. The seal, if any, shall only be used by the authority of the Directors or of a committee of Directors authorised by the Directors. The Directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a Director and by the Secretary or by a second Director. Any document signed by a Director and the Secretary of the Company or by two Directors of the Company and expressed (in whatever form of words) to be executed by the Company has the same effect as if executed under the seal of the Company. A document shall only be so signed with the authority of a resolution of the Directors or a committee of the Directors. Regulation 101 of Table A shall not apply to the Company. INDEMNITY 19. (a) The Company shall in accordance with Section 310(3) of the Act pay for any liability insurance and also indemnify any Director, Officer or Auditor of the Company against any liability incurred by him in defending any proceedings (whethercivil or criminal) in which judgment is given in his favour or he is acquitted in any connection with an application under Section 144(3) or (4) or Section 727 in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company. (6) Regulation 118 in Table A shall not apply to the Company. TRANSFER OF SHARES 20. The Directors may in their absolute discretion and without assigning any reason therefor, decline to register the transfer of'a share, whether or not it is a fully paid share. The first sentence of Regulation 24 of Table A shall not apply to the Company.Name and Address of Subscriber WATERLOW NOMINEES LIMITED 6-8 Underwood Street London NI7IQ Dated: 9 May 2007