Definición de la humedad sin aplicación de la biblioteca de programas

The memorandum of association of the Company provides that the Company’s principal object is to act as a general commercial company. The objects of the Company are set out in full in clause 3 of its memorandum of association.

The Articles contain, inter alia, the following provisions: 4.1 Voting rights

Subject to the rights or restrictions referred to in paragraph 4.9 below and subject to any special rights or restrictions as to voting attached to shares, on a show of hands (i) every holder of Ordinary Shares who being an individual is present in person or (being a corporation) is present by a duly authorised representative shall have one vote; and (ii) every proxy appointed by a holder shall have one vote; and on a poll every holder who is present in person or by proxy shall have one vote for each Ordinary Share held by him. Where a duly authorised representative or proxy is himself a member in his own right, he may only vote once on a show of hands and such vote shall represent a vote by him in his capacity as a corporate representative or proxy. A corporate member may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any meetings and if a corporation authorises more than one person, any one of them shall, subject to section 323 of the 2006 Act, be entitled to exercise the same powers as the corporation could exercise if it were an individual member present at the meeting in person.

4.2 Restrictions on voting Annex I Para 21.2.3 Annex III Para 4.5 Annex I Para 21.2.1 Annex III Para 4.3 Annex I Para 21.1.4 Annex III Para 4.5 Annex I Para 21.1.6

will continue for the period specified by the board provided that such period shall end not later than seven days after the earliest of (i) due compliance to the satisfaction of the board with the section 793 notice; or (ii) receipt by the Company of notice that the shareholding has been sold to a third party pursuant to an arm’s length transfer.

4.3 Rights attached to shares Preference A Share

Subject to section 334 of the 2006 Act, the Preference A Shareholder shall not be entitled to receive notice of, attend or vote at general meetings of the Company (and shall not be counted in any quorum at any general meeting of the Company).

The Preference A Shareholder shall be entitled, in priority to any shareholder other than the Preference B Shareholder to be paid out of any profits of the Company which are lawfully available for distribution a cumulative preferential cash dividend(s) in US dollars in an amount in aggregate equal to 50 per cent. of any sums received by the Company its Affiliates or any person acting on its or their behalf, in respect of the capital stock or surplus of R&Q Reinsurance Company (“R&Q Re”), provided that the maximum aggregate amount of the Preference A Dividend payments shall not exceed US$5 million.

The Preference A Dividend shall be paid by the Company within 20 Business Days of the date(s) upon which such sums are received by the Company from R&Q Re. Any Preference A Dividend not paid in full when due shall be increased by the addition of interest (calculated daily on the unpaid amount and compounded as at 31 December in each year) at a rate equal to LIBOR plus 4.5 per cent. If any Preference A Dividend has not been paid in full when due no dividend may be declared or paid on any other class of shares (other than the Preference B Share) issued by the Company and the Company may not redeem, purchase or otherwise acquire in any way any other class of shares issued by the Company until (in either case) all arrears and deficiencies of the Preference A Dividend (and any interest accruing thereon) have been paid in full.

Save as provided, the Preference A Shareholder shall have no right to participate in the profits of the Company.

The Preference A Share shall not be capable of transfer or assignment.

Capital

On a return of capital or capital reduction or otherwise, the surplus assets of the Company remaining after the payment of its liabilities shall be applied in paying to the Preference A Shareholder, in priority to any other shareholder all unpaid arrears, accruals and deficiencies of the Preference A Dividend and any interest accrued thereon and an amount equal to the nominal value paid up on the Preference A Share held by the Preference A Shareholder (unless the amount being returned is to be distributed to shareholders as if it were a dividend, in which case it shall be paid as between the Preference A Shareholder and the Preference B Shareholder).

Save as provided the Preference A Shareholder shall have no right to participate in the assets of the Company.

Redemption

Upon satisfaction in full of the rights of the Preference A Shareholder (but not beforehand unless mutually agreed by the Company and the Preference A Shareholder), the Company shall be entitled to redeem the Preference A Share for nil consideration whereupon the Preference A Share shall be cancelled.

Preference B Share

Subject to section 334 of the 2006 Act, the Preference B Shareholder shall not be entitled to receive notice of, attend or vote at general meetings of the Company (and shall not be counted in any quorum at any general meeting of the Company).

The Preference B Shareholder shall be entitled, in priority to any other shareholder other than the Preference A Shareholder to be paid out of any profits of the Company which are lawfully available for distribution a cumulative preferential cash dividend(s) in US dollars in an amount in aggregate equal to 50 per cent. of any sums received by the Company, any of its Affiliates or any person acting on its or their behalf in respect of the capital stock or surplus of R&Q Reinsurance Company (UK) Limited (“R&Q Re UK”) (a company registered in England under number 01315641) provided that the maximum aggregate amount of the Preference B Dividend payments shall not exceed US$10 million.

The Preference B Dividend shall be paid by the Company within 20 Business Days of the date(s) upon which such sums are received by the Company from R&Q Reinsurance Company (UK) Limited. Any Preference B Dividend not paid in full when due shall be increased by the addition of interest (calculated daily on the unpaid amount and compounded as at 31 December in each year) at a rate equal to LIBOR plus 4.5 per cent., from the due date for payment up to and including the day prior to payment. If any Preference B Dividend has not been paid in full when due, no dividend may be declared or paid on any other class of shares (other than the Preference A Share) issued by the Company and the Company may not redeem, purchase or otherwise acquire in any way any other class of shares issued by the Company until (in either case) all arrears and deficiencies of the Preference B Dividend (and any interest accruing thereon) have been paid in full.

Save as provided, the Preference B Shareholder shall have no right to participate in the profits of the Company.

The Preference B Share shall not be capable of transfer or assignment.

Capital

On a return of capital or capital reduction or otherwise, the surplus assets of the Company remaining after the payment of its liabilities shall be applied in paying to the Preference B Shareholder, in priority to any other shareholder other than the Preference A Shareholder all unpaid arrears, accruals and deficiencies of the Preference B Dividend and an amount equal to the nominal value paid up on the Preference B Share held by the Preference B Shareholder (unless the amount being returned is to be distributed to shareholders as if it were a dividend, in which case as between the Preference B Shareholder and the Preference A Shareholder).

Save as provided the Preference B Shareholder shall have no right to participate in the assets of the Company.

Redemption

Upon satisfaction in full of the rights of the Preference B Shareholder, the Company shall be entitled to redeem the Preference B Share for nil consideration whereupon the Preference B Share shall be cancelled.

If and to the extent that any profits of the Company which are lawfully available for distribution are attributable to sums received in respect of the capital stock or surplus of R&Q Re; and are not required for payment of the Preference A Dividend (and/or any arrears of and interest on the Preference A Dividend, as the case may be) a distribution shall be payable to the Preference B Shareholder, to the extent (if any) required to discharge the Company’s obligations in respect of the Preference B Dividend, in priority to any other shareholder.

In respect of any profits of the Company which are lawfully available for distribution and which are not (or cannot be specifically identified as being) attributable to sums received in respect of the either the capital stock or surplus of R&Q Re or R&Q Re UK, such profits shall be applied (in priority to any other shareholder), as between the Preference A Shareholder and the Preference B Shareholder, in the following order of priority:

(a) payment in full of all arrears of and deficiencies in (and interest on) the Preference A Dividend;

then

(b) payment in full of all arrears of and deficiencies in (and interest on) the Preference B Dividend;

then

(c) payment of any Preference A Dividend which has become due but which is not yet in arrears;

then

(d) payment of any Preference B Dividend which has become due but which is not yet in arrears.

The Articles contain a list of matters which would, for the purposes of the Articles, be deemed a variation of the rights of the Preference A Shares and/or the Preference B Shares. These broadly relate to matters which would affect the rights of those shares to receive their preferential dividends or the Company’s ablity to pay those dividends.

4.4 Dividends

The Company may, by ordinary resolution, declare a dividend to be paid to the members, according to their respective rights and interests in the profit. The directors may pay such interim dividends as appear to the board to be justified by the financial position of the Company. No dividends payable in respect of an Ordinary Share shall bear interest. The directors may, if authorised by an ordinary resolution, offer the holders of Ordinary Shares the right to elect to receive further Ordinary Shares, credited as fully paid instead of cash in respect of all or part of a dividend (“a scrip dividend”). The directors may, pursuant to the provisions of the Articles relating to disclosure of interests, withhold dividends or other sums payable in respect of shares which are the subject of a notice under section 793 of the 2006 Act and which represent 0.25 per cent. or more in nominal value of the issued shares of their class and in respect of which the required information has not been received by the Company within 14 days of that notice and the member holding those shares may not elect, in the case of a scrip dividend, to receive shares instead of that dividend.

The Company or its directors may fix a date as the record date for a dividend provided that the date may be before, on or after the date on which the dividend, distribution, allotment or issue is declared. A dividend unclaimed for a period of 12 years from the date when it became due for payment shall be forfeited and cease to remain owing by the Company.

4.5 Return of capital

If the Company is wound up, the liquidator may, with the sanction of a special resolution and any other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may with the same sanction, vest the whole or any part of the assets in trustees on trusts for the benefit of the members as he with the same sanction thinks fit, but no member shall be compelled to accept any assets on which there is any liability.

Annex I Para 21.2.3 Annex III Para 4.5 Annex I Para 21.2.3 Annex III Para 4.5

4.6 Variation of rights

Any rights attaching to a class of shares in the Company may be varied with the written consent of the holders of not less than three-quarters in nominal value of the issued shares of the class (excluding any shares held as treasury shares), or with the sanction of a special resolution passed at a separate general meeting of the holders of the relevant class. The quorum for the separate general meeting shall be two persons holding, or represented by proxy, not less than one-third in nominal value of the issued shares of the relevant class (excluding any shares held as treasury shares).

4.7 Transfer of shares

Subject to the restriction set out in this paragraph, any member may transfer all or any of his shares in any manner which is permitted by the Statutes (as defined in the Articles) or in any other manner which the directors approve. A transfer of a certificated share shall be in writing in the usual common form or in any other form permitted by the Statutes or which the directors approve. The transferor is deemed to remain the holder of the shares concerned until the name of the transferee is entered in the register of members in respect of those shares. All transfers of uncertificated shares shall be made by means of the relevant system or in any other manner which is permitted by the Statutes and is from time to time approved.

The directors have a discretion to refuse to register a transfer of a certificated share which is not fully paid (provided that this does not prevent dealings in the shares from taking place on an open and proper basis) without giving a reason. The directors must provide the transferee with a notice of the refusal within two months from the date on which the transfer was lodged in the case of certificated shares or, in respect of uncertificated shares, the date on which an instruction was received by the Company through the relevant system. The directors may also decline to register a transfer of shares in certificated form unless (i) the instrument of transfer is deposited at the office of the Company or at another place which the directors determine, accompanied by the certificate for the shares to which it relates if it has been issued and such other evidence which the directors reasonably require to prove the title of the transferor; (ii) the instrument of transfer is in respect of only one class of share as in favour of no more than four transfers. The directors may, pursuant to the provisions of the Articles relating to disclosure of interests, decline to register a transfer in respect of shares which are the subject of a notice under section 793 of the 2006 Act and which represent at least 0.25 per cent. of the issued shares of their class, and in respect of which the required information has not been received by the Company within 14 days after service of the notice.

Save as aforesaid, the Articles contain no restrictions as to the free transferability of fully paid shares. 4.8 Alteration of capital and purchase of own shares

The Company may alter its share capital as follows:

4.8.1 by ordinary resolution, it may increase its share capital, consolidate or divide all or any of its shares into shares of larger amount, sub-divide all or any of its shares into shares of smaller amount and cancel any shares not taken or agreed to be taken by any person;

4.8.2 by special resolution and subject to the provisions of the Statutes, it may reduce its share capital, any capital redemption reserve or any share premium account or other undistributable reserves in any manner; and

4.8.3 subject to the provisions of the Statutes the Company may purchase all or any of its shares of

Annex III Para 4.5 Annex I Para 212.0 Annex III Para 4.8 Annex I Para 21.2.4

controller, within the meaning given to that expression in section 422 of FSMA (a “Controller”) or having increased control within the meaning given to that expression in section 180 of FSMA (“Increased Control”).

For these purposes, Controller means a person who is interested in shares or voting rights in respect at least 10 per cent. of the Company and Increased Control means an increase in the percentage of shares or voting rights in respect of any shares in the Company in which a person is interested from:

(a) below 10 per cent. to 10 per cent. or more but less than 20 per cent.;

(b) below 20 per cent. to 20 per cent. or more but less than 33 per cent.;

(c) below 33 per cent. to 33 per cent. or more but less than 50 per cent.; or

(d) below 50 per cent. to 50 per cent. or more.

Required Disposal

On receipt of an Affected Share Notice the holder may make a disposal of his shareholding (to the extent required) so he is no longer a Controller or deemed to have Increased Control. If after 21 days from the date of service of an Affected Share Notice the Directors are not satisfied that such a disposal has been made, the Directors may arrange for the sale of the affected share(s) on behalf of the registered holder.

The holder of a share in respect of which an Affected Share Notice has been served may make representations to the Directors as to why such share should not be subject to an Affected Share Notice. The Directors may, after considering such representations and such other information as seems to them relevant or if the Directors are satisfied that the holder of the shares has all approvals necessary for it to hold the share without detriment to the Company, its subsidiaries or their respective businesses, withdraw the Affected Share Notice.

Rights of holder of Affected Shares

A registered holder upon whom an Affected Share Notice has been served shall not be entitled, in respect of such share(s), to attend or to speak at any general meeting of the Company or any meeting of the holders of any class of shares or to vote at any such meeting and the rights to attend (whether in person or by proxy), to speak and to demand and vote on a poll which, but for this provision, would have attached to such shares shall vest in the Chairman of such meeting.

The net proceeds of any sale of shares pursuant to an Affected Share Notice shall be received by the Company and shall be held on trust for and paid to the former registered holder upon surrender by him or on his behalf of any certificate in respect of the shares sold.

Notification of Control and Change to Aggregated Holdings

A member shall notify the Company where he proposes to enter into any transaction in respect of the Company’s shares (or becomes aware that he will become entitled through any direct or indirect holding of financial instruments or through a combination of such holdings to any interest in the