Athene Holding Ltd - FORM S-1 - EX-3.2 - May 9, 2016

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S-1 - S-1 - Athene Holding Ltdd170639ds1.htm
EX-23.2.3 - EX-23.2.3 - Athene Holding Ltdd170639dex2323.htm
EX-23.2.1 - EX-23.2.1 - Athene Holding Ltdd170639dex2321.htm
EX-16.1 - EX-16.1 - Athene Holding Ltdd170639dex161.htm
EX-3.1 - EX-3.1 - Athene Holding Ltdd170639dex31.htm
EX-3.3 - EX-3.3 - Athene Holding Ltdd170639dex33.htm
EX-23.2.2 - EX-23.2.2 - Athene Holding Ltdd170639dex2322.htm

Exhibit 3.2

 

FORM NO. 2

 

LOGO

BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF ASSOCIATION OF

COMPANY LIMITED BY SHARES

(Section 7(1) and (2))

MEMORANDUM OF ASSOCIATION

OF

Athene Holding 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
Christopher G. Garrod   

Clarendon House 2 Church Street

Hamilton HM 11 Bermuda

    Yes    British    One
David J. Doyle    “    Yes    British    One
Alison R. Guilfoyle    “    No    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.

 

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$1.00 divided into shares of US$1.00 each.

 

6.

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

 

7.

Subject to paragraph 4, 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/ Christopher G. Garrod

    

  /s/ Karen O’Connor

  /s/ David J. Doyle

    

  /s/ Karen O’Connor

  /s/ Alison R. Guilfoyle

    

  /s/ Karen O’Connor

 

    

 

(Subscribers)     (Witnesses)

SUBSCRIBED this 26th day of August, 2008.

FORM NO. 7a    Registration No. 42353

 

LOGO

BERMUDA

CERTIFICATE OF DEPOSIT OF

MEMORANDUM OF INCREASE OF SHARE CAPITAL

THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital

of

Athene Holding Ltd.

was delivered to the Registrar of Companies on the 16nd day of July 2009 in accordance with section 45(3) of the Companies Act 1981 (“the Act”).

 

Given under my hand and Seal of the REGISTRAR OF COMPANIES this 17th day of July 2009

/s/ illegible

for Acting Registrar of Companies

 

Capital prior to increase:    US$                     1.00
Amount of increase:    US$            47,396.06
Present Capital:    US$            47,397.06

FORM NO. 7a    Registration No. 42353

 

LOGO

BERMUDA

CERTIFICATE OF DEPOSIT OF

MEMORANDUM OF INCREASE OF SHARE CAPITAL

THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital

of

Athene Holding Ltd.

was delivered to the Registrar of Companies on the 17th day of May 2010 in accordance with section 45(3) of the Companies Act 1981 (“the Act”).

 

Given under my hand and Seal of the REGISTRAR OF COMPANIES this 26th day of May 2010

/s/ illegible

for Registrar of Companies

 

Capital prior to increase:    US$            47,397.06
Amount of increase:    US$                     1.10
Present Capital:    US$            47,398.16

FORM NO. 7a    Registration No. 42353

 

LOGO

BERMUDA

CERTIFICATE OF DEPOSIT OF

MEMORANDUM OF INCREASE OF SHARE CAPITAL

THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital

of

Athene Holding Ltd.

was delivered to the Registrar of Companies on the 13th day of July 2011 in accordance with section 45(3) of the Companies Act 1981 (“the Act”).

 

Given under my hand and Seal of the REGISTRAR OF COMPANIES this 20th day of July 2011

/s/ illegible

for Registrar of Companies

 

Capital prior to increase:    US$            47,398.16
Amount of increase:    US$            10,071.88
Present Capital:    US$            57,470.04

FORM NO. 7a    Registration No. 42353

 

LOGO

BERMUDA

CERTIFICATE OF DEPOSIT OF

MEMORANDUM OF INCREASE OF SHARE CAPITAL

THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital

of

Athene Holding Ltd.

was delivered to the Registrar of Companies on the 28th day of October 2011 in accordance with section 45(3) of the Companies Act 1981 (“the Act”).

 

Given under my hand and Seal of the REGISTRAR OF COMPANIES this 1st day of November 2011

/s/ illegible

for Acting Registrar of Companies

 

Capital prior to increase:    US$            57,470.04
Amount of increase:    US$            36,551.66
Present Capital:    US$            94,021.70

FORM NO. 7a    Registration No. 42353

 

LOGO

BERMUDA

CERTIFICATE OF DEPOSIT OF

MEMORANDUM OF INCREASE OF SHARE CAPITAL

THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital

of

Athene Holding Ltd.

was delivered to the Registrar of Companies on the 15th day of October 2012 in accordance with section 45(3) of the Companies Act 1981 (“the Act”).

 

Given under my hand and Seal of the REGISTRAR OF COMPANIES this 16th day of October 2012

/s/ illegible

For Registrar of Companies

 

Capital prior to increase:    US$            94,021.70
Amount of increase:    US$          405,978.30
Present Capital:    US$          500,000.00

FORM NO. 7a    Registration No. 42353

 

LOGO

BERMUDA

CERTIFICATE OF DEPOSIT OF

MEMORANDUM OF INCREASE OF SHARE CAPITAL

THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital

of

Athene Holding Ltd.

was delivered to the Registrar of Companies on the 18th day of March 2014 in accordance with section 45(3) of the Companies Act 1981 (“the Act”).

 

Given under my hand and Seal of the REGISTRAR OF COMPANIES this 25th day of March 2014

/s/ illegible

for Acting Registrar of Companies

 

Capital prior to increase:    US$          500,000.00
Amount of increase:    US$          427,109.56
Present Capital:    US$          927,109.56