R&Q Insurance : Bye-Laws (Redline)

AMENDED AND RESTATED

BYE-LAWS

OF

RANDALL & QUILTER INVESTMENTR&Q INSURANCEHOLDINGS LTD.

(Adopted by resolution of the Directors dated 27th November 202128 June 2023and by

resolution of the Members dated 1 December 2021[ ] [July]2023)

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I N D E X
SUBJECT	BYE-LAWNo.
Interpretation	1-5
Shares	6-10
Rights Attached to Preference A Share and
Preference B Share	11-39-39
Rights Attached to Ordinary Shares	40
Treasury Shares	41
Allotment Of Shares	42-48-48
Pre-Emption Rights	49-57-57
Power of the Company to purchase its Shares	58-59-59
Alteration Of Capital	60-63
Variation Of Rights	64-65
Share Certificates	66-72-72
Shares held in CREST	73-75-75
Lien	76-81
Calls On Shares	82-90-90
Forfeiture Of Shares	91-99-99
Register Of Members	100-102
Record Dates	103-104-104
Transfer Of Shares	105-114
Transmission Of Shares	115-120-120
Disclosure of Interest in Shares	121-128-128
Untraceable Members	129
Controllers and Aggregate Holdings	130-141-141
Takeover Provisions	141A
General Meetings	142-144
Notice Of General Meetings	145-146
Proceedings At General Meetings	147-152-152
Voting	153-167
Proxies	168-182
Corporations Acting By Representatives	183
Written Resolutions Of Members	184
Board Of Directors	185-186-186
Retirement Of Directors	187-188
Removal of Directors	189-191-191
Disqualification Of Directors	192-193-193
Executive Directors	194-195-195
Alternate Directors	196-203
Directors' Fees And Expenses	204-210
Directors' Interests	211-214
General Powers Of The Directors	215-220
Borrowing Powers	221-231
Proceedings Of The Directors	232-244
Managers	245-247
Officers	248-251

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Register of Directors and Officers	252
Minutes	253
Seal	254
Authentication Of Documents	255
Destruction Of Documents	256
Dividends And Other Payments	257-269
Reserves	270
Capitalisation	271-272
Security Arrangements, Orderly Conduct
And Confidential Information	273
Accounting Records	274-278
Audit	279-284
Notices	285-295-295
Signatures	296
Winding Up	297-298-298
Indemnity	299
Alteration Of Bye-laws And Amendment To
Memorandum of Association And Name of Company	300
Creation And Issue of Share Classes	301-302-302

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INTERPRETATION

1. In these Bye-laws, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.
2. Definitions:

WORD	MEANING
"Act"	the Companies Act 1981 of Bermuda as amended from
	time to time.
"AIM"	the AIM market operated by the London Stock
	Exchange.
"AIM Rules"	the Rules of the London Stock Exchange governing
	admission to and the operation of AIM, as amended
	from time to time.
"Affiliate"	of a specified person means a person that (at the time
	when the determination is to be made) directly, or
	indirectly through one or more intermediaries,
	controls, or is controlled by, or is under common
	control with, the specified person. As used in the
	foregoing sentence, the terms "control" (including,
	with correlative meaning, in terms "controlling,"
	"controlled by" and "under common control with")
	means the possession, directly or indirectly, of the
	power to direct or cause the direction of the
	management and policies of a person, whether
	through the ownership of voting securities, by
	contract or otherwise.
"Auditor"	the auditor of the Company for the time being and
	may include any individual or partnership.
"Board" or "Directors"	the board of directors of the Company appointed or
	elected pursuant to these Bye-laws and acting by, or
	pursuant to, a 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.
"Business Day"	any day other than a Saturday, Sunday or public
	4

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		holiday in Bermuda.
"Bye-laws"		these Bye-laws in their present form or as
		supplemented or amended or substituted or restated
		from time to time.
"capital"		the share capital from time to time of the Company.
"clear days"		in relation to the period of notice that period
		excluding the day when the notice is given or deemed
		to be given and the day for which it is given or on
		which it is to take effect.
"committee"		a committee of the Board.
"Company"		Randall & Quilter InvestmentR&Q Insurance
		Holdings Ltd.
"competent regulatory		a competent regulatory authority in a territory in
authority"		which the shares of the Company are listed or quoted
		on a stock exchange in such territory.
"CREST"		the electronic settlement system operated by Euroclear
		UK & Ireland Limited and being a Relevant System for
		the purpose of the Regulations.
"CREST Rules"		the operating rules of CREST.
"debenture"	and	include debenture stock and debenture stockholder
"debenture holder"		respectively.
"Depositary"		any person who is a shareholder by virtue of its
		holding shares as a trustee for those individuals who
		have elected to hold shares in dematerialised form
		through depositary interests.
"Director"		a director of the Company and shall include, unless
		the context otherwise requires, an alternate director.
"Employees' Share Scheme"	any scheme adopted or arrangement made for
		encouraging or facilitating the holding of shares in the
		Company by or on behalf of:

(a) employees or former employees of the Company, 5

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