Chubb Limited
Extract: Charter Amended/Restated (Plain English Desc) from a 8-K on 05/16/2024   Download
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At the annual general meeting, the Company’s shareholders also approved (i) a share capital reduction via cancellation of shares, as further described in the Proxy Statement under the heading “Agenda Item 9: Cancellation of Repurchased Shares,” incorporated herein by reference; and (ii) an amendment to Article 6 of the Articles of Association to authorize the Company’s Board of Directors to introduce a capital band, which authorizes the Board of Directors to increase or decrease the Company’s share capital by up to 20% for a 1-year period ending on May 16, 2025, and in connection therewith, limit or withdraw the shareholders’ pre-emptive rights in specified and limited circumstances, all as further described in the Proxy Statement under the heading “Agenda Item 10: Approval of a Capital Band for Authorized Share Capital Increases and Reductions,” which is incorporated herein by reference.


A copy of the amended Articles of Association reflecting the capital reduction and introduction of a capital band is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The amended Articles of Association will become effective upon registration with the Commercial Register of the Canton of Zurich, Switzerland. Subject to the subsequent approval by the Swiss Federal Commercial Register Office, the effective date of such registration is expected to be on or about May 22, 2024.