Common use of Proceedings of the Board Clause in Contracts

Proceedings of the Board. 29.1 The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes, the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board. 29.2 Notice of a meeting of the Board may be given to a Director by word of mouth or in any manner permitted by these Bye-Laws. A Director may retrospectively waive the requirement for notice of any meeting by consenting in writing to the business conducted at the meeting. 29.3 The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two (2) persons. Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present. 29.4 A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present. 29.5 The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt of notice to the Registered Office, be entitled to receive notice of, attend and be heard at, and to receive minutes of all meetings of the Board. Bye-laws of Platinum Underwriters Holdings Ltd. 23 of 33 29.6 So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting. 29.7 The Board may choose one of their number to preside as chairman at every meeting of the Board. If there is no such chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be chairman of the meeting. 29.8 The meetings and proceedings of any committee consisting of two (2) or more members shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board. 29.9 A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board (or by an Alternate Director, as provided for in these Bye-Laws) or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned. 29.10 A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be deemed to take place where the largest group of those Directors participating in the meeting are physically assembled, or, if there is no such group, where the chairman of the meeting then is. 29.11 All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised. 29.12 If the Company has elected to have a sole Director, the provisions contained in this Bye-Law for meetings of the Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Companies Acts, its memorandum or Bye-laws of Platinum Underwriters Holdings Ltd. 24 of 33 the Bye-Laws required to be exercised by the Shareholders. In lieu of minutes of a meeting, the sole Director shall record in writing and sign a note or memorandum of all matters requiring a resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

Proceedings of the Board. 29.1 The ▇.▇. ▇▇ business shall be transacted at any meeting of the Board may meet (including, for the despatch avoidance of businessdoubt, adjourn any adjourned meeting) unless a quorum is present. The quorum at a Board meeting shall be over 50% of the appointed Directors of the Company present at the time when the relevant business is transacted. If a quorum is not present within half an hour of the time fixed for any such meeting, or if during a meeting such quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or at such later time and place as determined by the Directors present at such meeting. If a quorum is not present within half an hour from the time appointed for such adjourned meeting, the persons present shall be deemed to form a quorum for the purposes of such adjourned meeting. A person who holds office only as an alternate Director shall, if their appointor is not present, be counted in the quorum. 8.2. Unless otherwise regulate its so agreed by the Board, meetings of the Board shall be held in the United Kingdom and at least six Board meetings will be held in each calendar year. 8.3. Not less than 5 Business Days’ notice of each meeting of the Board specifying the date, time and place of the meeting and the business to be transacted at it shall be given to all Directors and Observers. If a lesser period of notice is given, this shall not invalidate proceedings if each Director and Observer waives the failure to give proper notice. Unless all Directors otherwise agree no business shall be transacted at any meeting of the Board save for that specified in notice covering the meeting. 8.4. The following provisions shall apply to all meetings of the Board; 8.4.1. each notice of a Board meeting shall: (a) specify a reasonably detailed agenda; (b) be accompanied by any relevant papers; and (c) if sent less than 5 Business Days before the date of the meeting, be sent by courier or electronic mail (“email”); 8.4.2. Board meetings shall be chaired by the Chairperson. If the Chairperson is absent from any Board meeting, the Directors present may appoint any one of their number to act as it thinks fitChairperson for the meeting; ▇.▇.▇. Questions ▇▇ any Board meeting every Director shall have one vote. Any alternate appointed by a Director pursuant to Clause 7.3 shall be entitled to exercise the votes of any Director to whom they are an alternate who is not present; 8.4.4. subject to Clause 9, all business arising at any Board meeting shall be determined by resolution passed by a simple majority of votesDirectors present. In The Chairperson shall not be entitled to a second or casting vote; 8.4.5. any Director may vote on a matter and be taken into account for the case purposes of an equality a quorum even if they are interested in that matter except that no Director may vote on any matter relating to their appointment, their remuneration or the other terms and conditions of votestheir employment or their participation in any Employee Share Scheme; and 8.4.6. within 10 Business Days of each Board meeting, the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting company secretary or equivalent of the Board. 29.2 Notice of a meeting of Company will prepare and submit to the Board may be given to a Director by word written report of mouth or in any manner permitted by these Bye-Laws. A Director may retrospectively waive the requirement for notice of any meeting by consenting in writing to the business conducted at the that meeting. 29.3 8.5. Subject to Clause 9, the Board may constitute committees of Directors. The voting and quorum necessary for Board committee meetings shall be the transaction same as for Board meetings. 8.6. Once the Company has sufficient revenues (as determined by a resolution of the Board, acting in its sole discretion) or has completed its first equity fundraising after the date of this Agreement and subject to the agreement of the Board, the Directors shall be entitled to be reimbursed for their reasonable out of pocket expenses (including travel, accommodation and subsistence costs) incurred when engaged in their duties as Directors or otherwise on behalf of the business of the Board Company. In addition, following such date, non-executive Directors shall have the right to charge the Company a reasonable fee (which may be fixed by the Board and, unless so fixed at any other number, shall be two (2a mixture of cash and equity) persons. Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present. 29.4 A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote their services provided that the exact remuneration paid to each such Director shall be counted, and he shall be taken into account in ascertaining whether a quorum is present. 29.5 The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt of notice subject to the Registered Office, be entitled to receive notice of, attend and be heard at, and to receive minutes of all meetings prior approval of the Board. Bye-laws of Platinum Underwriters Holdings Ltd. 23 of 33 29.6 So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting. 29.7 The Board may choose one of their number to preside as chairman at every meeting of the Board. If there is no such chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be chairman of the meeting. 29.8 The meetings and proceedings of any committee consisting of two (2) or more members shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board. 29.9 A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board (or by an Alternate Director, as provided for in these Bye-Laws) or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned. 29.10 A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be deemed to take place where the largest group of those Directors participating in the meeting are physically assembled, or, if there is no such group, where the chairman of the meeting then is. 29.11 All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised. 29.12 If the Company has elected to have a sole Director, the provisions contained in this Bye-Law for meetings of the Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Companies Acts, its memorandum or Bye-laws of Platinum Underwriters Holdings Ltd. 24 of 33 the Bye-Laws required to be exercised by the Shareholders. In lieu of minutes of a meeting, the sole Director shall record in writing and sign a note or memorandum of all matters requiring a resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

Proceedings of the Board. 29.1 The ▇.▇. ▇▇ business shall be transacted at any meeting of the Board may meet (including, for the despatch avoidance of businessdoubt, adjourn any adjourned meeting) unless a quorum is present. The quorum at a Board meeting shall be over 50% of the appointed Directors of the Company at the time of such meeting. If a quorum is not present within half an hour of the time fixed for any such meeting, or if during a meeting such quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or at such later time and place as determined by the Directors present at such meeting. If a quorum is not present within half an hour from the time appointed for such adjourned meeting, the persons present shall be deemed to form a quorum for the purposes of such adjourned meeting. A person who holds office only as an alternate Director shall, if their appointor is not present, be counted in the quorum. 8.2. Unless otherwise regulate its so agreed by the Board, meetings of the Board shall be held in the United Kingdom and at least six Board meetings will be held in each calendar year. 8.3. Not less than 5 Business Days’ notice of each meeting of the Board specifying the date, time and place of the meeting and the business to be transacted at it shall be given to all Directors and Observers. If a lesser period of notice is given, this shall not invalidate proceedings if each Director and Observer waives the failure to give proper notice. Unless all Directors otherwise agree no business shall be transacted at any meeting of the Board save for that specified in notice covering the meeting. 8.4. The following provisions shall apply to all meetings of the Board; 8.4.1. each notice of a Board meeting shall: (a) specify a reasonably detailed agenda; (b) be accompanied by any relevant papers; and (c) if sent less than 5 Business Days before the date of the meeting, be sent by courier or electronic mail (“email”); 8.4.2. Board meetings shall be chaired by the Chairperson. If the Chairperson is absent from any Board meeting, the Directors present may appoint any one of their number to act as it thinks fitChairperson for the meeting; ▇.▇.▇. Questions ▇▇ any Board meeting every Director shall have one vote. Any alternate appointed by a Director pursuant to Clause 7.3 shall be entitled to exercise the votes of any Director to whom they are an alternate who is not present; 8.4.4. subject to Clause 9, all business arising at any Board meeting shall be determined by resolution passed by a simple majority of votesDirectors present. In The Chairperson shall not be entitled to a second or casting vote; 8.4.5. any Director may vote on a matter and be taken into account for the case purposes of an equality a quorum even if they are interested in that matter except that no Director may vote on any matter relating to their appointment, their remuneration or the other terms and conditions of votestheir employment or their participation in any Employee Share Scheme; and 8.4.6. within 10 Business Days of each Board meeting, the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting company secretary or equivalent of the Board. 29.2 Notice of a meeting of Company will prepare and submit to the Board may be given to a Director by word written report of mouth or in any manner permitted by these Bye-Laws. A Director may retrospectively waive the requirement for notice of any meeting by consenting in writing to the business conducted at the that meeting. 29.3 8.5. Subject to Clause 9, the Board may constitute committees of Directors. The voting and quorum necessary for Board committee meetings shall be the transaction same as for Board meetings. 8.6. Once the Company has sufficient revenues (as determined by a resolution of the Board, acting in its sole discretion) or has completed its first equity fundraising after the date of this Agreement and subject to the agreement of the Board, the Directors shall be entitled to be reimbursed for their reasonable out of pocket expenses (including travel, accommodation and subsistence costs) incurred when engaged in their duties as Directors or otherwise on behalf of the business of the Board Company. In addition, following such date, non-executive Directors shall have the right to charge the Company a reasonable fee (which may be fixed by the Board and, unless so fixed at any other number, shall be two (2a mixture of cash and equity) persons. Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present. 29.4 A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote their services provided that the exact remuneration paid to each such Director shall be counted, and he shall be taken into account in ascertaining whether a quorum is present. 29.5 The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt of notice subject to the Registered Office, be entitled to receive notice of, attend and be heard at, and to receive minutes of all meetings prior approval of the Board. Bye-laws of Platinum Underwriters Holdings Ltd. 23 of 33 29.6 So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting. 29.7 The Board may choose one of their number to preside as chairman at every meeting of the Board. If there is no such chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be chairman of the meeting. 29.8 The meetings and proceedings of any committee consisting of two (2) or more members shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board. 29.9 A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board (or by an Alternate Director, as provided for in these Bye-Laws) or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned. 29.10 A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be deemed to take place where the largest group of those Directors participating in the meeting are physically assembled, or, if there is no such group, where the chairman of the meeting then is. 29.11 All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised. 29.12 If the Company has elected to have a sole Director, the provisions contained in this Bye-Law for meetings of the Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Companies Acts, its memorandum or Bye-laws of Platinum Underwriters Holdings Ltd. 24 of 33 the Bye-Laws required to be exercised by the Shareholders. In lieu of minutes of a meeting, the sole Director shall record in writing and sign a note or memorandum of all matters requiring a resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

Proceedings of the Board. 29.1 30.1 The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes, the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board. 29.2 30.2 Notice of a meeting of the Board may be given to a Director by word of mouth or in any manner permitted by these Bye-Laws. A Director may retrospectively waive the requirement for notice of any meeting by consenting in writing to the business conducted at the meeting. 29.3 30.3 The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two (2) personsa majority of the members of the Board. Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and and, subject to Bye-Law 30.14, be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present. 29.4 30.4 A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present. 29.5 30.5 The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt of notice to the Registered Office, be entitled to receive notice of, attend and be heard at, at and to receive minutes of all meetings of the Board. Bye-laws . 30.6 If a quorum shall not be present at any meeting of Platinum Underwriters Holdings Ltd. 23 of 33the Board, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. 29.6 30.7 So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting. 29.7 The 30.8 Meetings of the Board may choose one shall be presided over by the non-executive chairman of their number to preside as chairman at every meeting the Board (the Chairman), who shall be chosen by a majority vote of the Board. If there is no such chairman, or if at any meeting In the chairman is not present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be chairman absence of the meetingChairman, meetings of the Board shall be presided over by the Chief Executive Officer of the Company. The Chairman shall not have any more votes than any other director, nor shall the Chairman have a casting or tie-breaking vote. 29.8 30.9 The meetings and proceedings of any committee consisting of two (2) or more members shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board. 29.9 30.10 A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board (or by an Alternate Director, as provided for in these Bye-Laws) Laws or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned. 29.10 30.11 A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be deemed to take place where the largest group of those Directors participating in the meeting are is physically assembled, or, if there is no such group, where the chairman of the meeting then is. 29.11 30.12 All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised. 29.12 If 30.13 The Company may by resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these Bye-Laws prohibiting a Director from voting at a meeting of the Board or of a committee of the Board, or ratify any transaction not duly authorised by reason of a contravention of any such provisions. 30.14 Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two (2) or more Directors to offices or employments with the Company has elected to have a sole Directoror any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each Director separately and in such cases each of the Directors concerned (if not debarred from voting under the provisions contained in this of Bye-Law for meetings 30.4) shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment. 30.15 If a question arises at a meeting of the Directors do Board or a committee of the Board as to the entitlement of a Director to vote or be counted in a quorum, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not apply been fairly disclosed. If any such question arises in respect of the chairman of the meeting, it shall be decided by resolution of the Board (on which the chairman shall not vote) and such sole Director has full power to represent resolution will be final and act for conclusive except in a case where the Company in all matters as are interests of the chairman have not by the Companies Acts, its memorandum or Bye-laws of Platinum Underwriters Holdings Ltd. 24 of 33 the Bye-Laws required to be exercised by the Shareholders. In lieu of minutes of a meeting, the sole Director shall record in writing and sign a note or memorandum of all matters requiring a resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.been fairly disclosed.(2)

Proceedings of the Board. 29.1 The 1. Subject to these Articles, the Board may meet for the despatch of business, adjourn and otherwise regulate its meetings proceedings as it thinks fit. Any director ▇▇▇, and the secretary at the request of any director shall, call a meeting of the Board. Meetings of the Board may also be held via telephone or other electronic means: provided that all members of the Board wishing to participate by such means are able to do so and are able to communicate with each other at all times. At least one meeting where members of the Board must be present in person must be held every year. The Board will aim to operate in a consensual way, with items discussed until agreement is reached on a way forward. Questions arising at any meeting put to the vote shall be determined decided by a simple majority of votes. In the case of an equality of votes, votes the motion Chairperson of the meeting shall not have a second or casting vote and the resolution shall be deemed to have been be lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board. 29.2 Notice of a meeting of the Board may be given to a Director by word of mouth or in any manner permitted by these Bye-Laws2. A Director may retrospectively waive the requirement for notice of any meeting by consenting in writing Prior to the business conducted at first general meeting the meeting. 29.3 The quorum necessary for the transaction of the business at a Board meeting shall be one half of the Board may be fixed by number of directors. 3. After the Board and, unless so fixed at any other number, first general meeting the quorum shall be two (2) persons. Any Director who ceases to be a Director at a meeting one half of the Board may continue to be present and to act as a Director and be counted number of directors for the time being but, in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would any case, not be presentless than three. 29.4 A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present. 29.5 4. The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt of notice to the Registered Office, be entitled to receive notice of, attend and be heard at, and to receive minutes of all meetings of the Board. Bye-laws of Platinum Underwriters Holdings Ltd. 23 of 33 29.6 So long as a quorum of Directors remains in office, the continuing Directors directors may act notwithstanding any vacancy vacancies in the Board their number but, if no such quorum remainsthere is only one director for the time being in office, the continuing Directors or a sole continuing Director s/he may act only for the purpose of calling a general meetingGeneral Meeting. 29.7 The 5. At every Board may choose one of their number to preside as chairman at every meeting of the Board. If there is no such chairman, or if at any meeting the chairman is not Board members present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present may shall choose one of their number to be chairman Chairperson of the meeting, whose function shall be to conduct the business of the meeting in an orderly manner. 29.8 The meetings and proceedings of any committee consisting of two (2) or more members shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded 6. All acts done by any regulations imposed by the Board. 29.9 A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board (or by an Alternate Director, as provided for in these Bye-Laws) or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned. 29.10 A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be deemed to take place where the largest group of those Directors participating in the meeting are physically assembled, or, if there is no such group, where the chairman of the meeting then is. 29.11 All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee shall, notwithstanding that even if it is be afterwards discovered that there was some defect in the appointment of any Board member of the Board or such committee or person acting as aforesaid such, or that they or any of them were disqualified or had vacated their officedisqualified, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorisedBoard member. 29.12 If the Company has elected to have a sole Director, the provisions contained in this Bye-Law for meetings of the Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Companies Acts, its memorandum or Bye-laws of Platinum Underwriters Holdings Ltd. 24 of 33 the Bye-Laws required to be exercised by the Shareholders. In lieu of minutes of a meeting, the sole Director shall record in writing and sign a note or memorandum of all matters requiring a resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

Proceedings of the Board. 29.1 5.1. The Board may shall meet for in the despatch City of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes, the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shallBuenos Aires, at any time summon a meeting of the Board. 29.2 Notice of a meeting of the Board may be given to a Director by word of mouth or in any manner permitted by these Bye-Laws. A Director may retrospectively waive the requirement for notice of any meeting by consenting in writing to the business conducted at the meeting. 29.3 The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be least once every two (2) personsmonths. Board members who are not residents of Argentina may participate in Board meetings via teleconference. Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present. 29.4 A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he such directors shall be taken into account for quorum purposes and may vote, in ascertaining whether a quorum is present. 29.5 The Resident Representative shallboth cases, upon delivering written notice of an address for the purposes of receipt of notice subject to the Registered Office, laws and regulations in force at the time of the relevant meeting. Class B shareholders will be entitled to receive notice of, attend and be heard at, and to receive minutes of all meetings of the Board. Bye-laws of Platinum Underwriters Holdings Ltd. 23 of 33 29.6 So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting. 29.7 The Board may choose elect at least one of their number to preside as chairman at every meeting of the Board. If there is no such chairman, or if at any meeting the chairman director that is not present within a resident of Argentina. Whenever the Company has five (5) minutes after the time appointed for holding the meetingregular directors, or is not willing one director elected by each class of shareholders may reside abroad. If either class of shareholders should fail to act as chairmanexercise this power, the Directors present it may choose one of their number to be chairman of the meeting. 29.8 The meetings and proceedings of any committee consisting of two (2) or more members shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board. 29.9 A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board (or by an Alternate Director, as provided for in these Bye-Laws) or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned. 29.10 A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be deemed to take place where the largest group of those Directors participating in the meeting are physically assembled, or, if there is no such group, where the chairman of the meeting then is. 29.11 All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised. 29.12 If the Company has elected to have a sole Director, the provisions contained in this Bye-Law for meetings of the Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Companies Acts, its memorandum or Bye-laws of Platinum Underwriters Holdings Ltd. 24 of 33 the Bye-Laws required to be exercised by the Shareholdersother class. In lieu If each Class holds 50% of minutes the capital stock and votes, and Class A shareholders wish to elect a director that is not a resident of a Argentina, the Parties shall increase, at the request of Class A, the number of directors to 6, and each class shall elect 3 directors, one of which may reside abroad. 5.2. All directors, regardless of their country of residence, shall establish an address for notices in the City of Buenos Aires, where written notice of Board meetings shall be given, in person or via fax (with receipt confirmation): (i) at least five (5) days before the date of the meeting, stating the sole Director matters to be discussed thereat; and (ii) accompanied by the requisite supporting documentation so as to resolve the matters to be discussed in the chairman’s discretion. Failure to meet the requirements set forth in (i) or (ii) above shall record in writing and sign operate to nullify the notice, except where circumstances reasonably require that a note shorter notice be given. 5.3. The chairman shall call Board meetings as he may deem necessary or memorandum advisable. This notwithstanding, any director may ask the chairman to call a Board meeting, by written request, stating thereon the matters to be considered at the meeting. The meeting shall be called by the chairman within five days after any such request is made. If the chairman fails to do so, the meeting may be validly called by the requesting director. 5.4. Board meetings shall be validly held with the presence of more than half of all matters requiring a resolution regular directors; decisions shall be adopted by the favorable vote of Directors. Such a note or memorandum constitutes sufficient evidence the absolute majority of such resolution for all purposesdirectors present at the meeting, except in the cases contemplated in Section 6 below.

Proceedings of the Board. 29.1 9.1 The Board will meet at least four (4) times each year for any meetings at such times as they determine. The place of such meetings will be determined by the Board. Meetings may meet for be held by the despatch Board members being present in person or by communication by teleconference, email, or facsimile transmission. 9.2 At the first meeting of businessthe Board the Board will elect a chairperson who will chair the meetings until such time as a majority of the Board determine that a new chairperson should be elected, adjourn or until the chairperson retires as a Trustee, or until the chairperson retires as chairperson by giving at least one months written notice of his or her intention to do so. 9.3 At the first meeting of the Board the Board members will appoint a secretary. This office may or may not be a Trustee, and otherwise regulate its may be subject to change from time to time as determined by the Board. 9.4 The chairperson will preside at all meetings as it thinks fitof the Board at which he or she is present. Questions arising at In the absence of the chairperson from any meeting shall the Board members present will appoint one of their number to preside at that meeting. 9.5 At any meeting of the Board a majority of the members will form a quorum, and no business will be determined transacted unless a quorum is present either in person or by contact as specified in clause 9.1. 9.6 All questions before the Board will be decided by consensus. However, where a consensus decision cannot be reached on a question, it will, unless otherwise specified in this Deed, be put as a motion to be decided by a majority of votes. In If the case of an equality of votesvoting is tied, the motion shall will be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board. 29.2 Notice 9.7 The secretary will keep minutes of a meeting of the all Board may meetings. All minutes will be given to a Director by word of mouth or in any manner permitted by these Bye-Laws. A Director may retrospectively waive the requirement for notice of any meeting by consenting in writing to the business conducted at the meeting. 29.3 The quorum necessary for the transaction of the business of the Board may be fixed approved by the Board and, unless so fixed at any other number, shall be two (2) persons. Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present. 29.4 A Director who following that to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with which the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be countedminutes relate, and he shall will be taken into account in ascertaining whether a quorum is present. 29.5 The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt of notice to the Registered Office, be entitled to receive notice of, attend and be heard at, and to receive minutes of all meetings of the Board. Bye-laws of Platinum Underwriters Holdings Ltd. 23 of 33 29.6 So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting. 29.7 The Board may choose one of their number to preside as chairman at every meeting of the Board. If there is no such chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be chairman of the meeting. 29.8 The meetings and proceedings of any committee consisting of two (2) or more members shall be governed signed off by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board. 29.9 A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board (or by an Alternate Director, as provided for in these Bye-Laws) or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed chairperson presiding at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned. 29.10 A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be deemed to take place where which the largest group of those Directors participating in the meeting are physically assembled, or, if there is no such group, where the chairman of the meeting then isminutes relate. 29.11 All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised. 29.12 If the Company has elected to have a sole Director, the provisions contained in this Bye-Law for meetings of the Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Companies Acts, its memorandum or Bye-laws of Platinum Underwriters Holdings Ltd. 24 of 33 the Bye-Laws required to be exercised by the Shareholders. In lieu of minutes of a meeting, the sole Director shall record in writing and sign a note or memorandum of all matters requiring a resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

Proceedings of the Board. 29.1 The 3.4.1 In addition to such requirements as are prescribed by Applicable Law, a quorum for meetings of the Board may meet (a “Quorum”) must include one director nominated by each Shareholder so long as the Ownership Interest of that Shareholder is at least 25%. Notwithstanding the foregoing, if at the time scheduled for a meeting a Quorum is not present or represented because at least one director nominated by the despatch of businessparticular Shareholder is not in attendance or represented, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any then (i) the meeting shall be determined by adjourned to the same time and place on a majority Business Day which is no sooner than 24 hours and no later than 72 hours thereafter or such other time, place and/or date as both Shareholders agree, (ii) Notice of votes. In the case of an equality of votes, the motion adjourned meeting shall be deemed given to have been lostsuch Shareholders and all directors and (iii) at such adjourned meeting the Quorum shall not require the attendance of a director nominated by the Shareholder whose director(s) failed to attend the first Board meeting. 3.4.2 Except as provided in Section 3.6 and as expressly provided in any other provision of this Agreement, all decisions or actions of the Board shall require Majority Board Approval. 3.4.3 The Board shall appoint one of the directors as Chair of the Board who shall act as such for one calendar year or until a replacement is appointed. A Director The director to be Chair of the Board shall be nominated from time to time by the directors nominated by the Shareholder(s) holding Ownership Interests aggregating more than 50% of the issued Ownership Interests. 3.4.4 The Board shall meet on an as needed basis, but not less frequently than quarterly. Any director may, by giving written notice to the Chairman of the Board and all other directors, request that the Secretary on Chairman of the requisition of a Director shall, at any time summon Board call a meeting of the Board. 29.2 Notice . Subject to Applicable Law, if the Chairman of the Board does not call a meeting of the Board within 10 days after receiving such Notice, then such director may be given call a meeting acting alone. The parties to this Agreement shall take such steps as are required under Applicable Law in order to ensure that at least one director nominated by each Shareholder is entitled to call a Director by word of mouth or in any manner permitted by these Bye-Laws. A Director may retrospectively waive the requirement for notice of any meeting by consenting in writing to the business conducted at the meeting. 29.3 The quorum necessary for the transaction of the business Board. All meetings of the Board may shall be fixed by the Board andheld on not less than 10 days’ Notice to all directors or on shorter Notice if all directors consent thereto, unless so fixed at any other number, shall be two (2) personsnotice is waived by all directors. Any Director who ceases to be a Director Attendance or participation at a meeting of the Board may continue to be present and to act as by a Director and be counted in the quorum until the termination director shall constitute a waiver of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present. 29.4 A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present. 29.5 The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt of notice to the Registered Office, be entitled to receive notice of, attend and be heard at, and to receive minutes of all meetings of the Boardnotice. Bye-laws of Platinum Underwriters Holdings Ltd. 23 of 33 29.6 So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting. 29.7 The Board may choose one of their number to preside as chairman at every meeting of the Board. If there is no such chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be chairman of the meeting. 29.8 The meetings and proceedings of any committee consisting of two (2) or more members shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings Meetings of the Board so far shall be held in Las Vegas, Nevada or such other place permitted by Applicable Law and the JVC Articles as the same are applicable and are not superseded approved from time to time by any regulations imposed by the Board. 29.9 A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting Majority Board Approval. Meetings of the Board (or by an Alternate Director, as provided for in these Bye-Laws) or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned. 29.10 A meeting of the Board or a committee appointed by the Board may also be held by means of such telephone, electronic or other communication communications facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) as permit all persons individuals participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be deemed to take place where the largest group of those Directors participating in the meeting are physically assembled, or, if there is no such group, where the chairman of the meeting then isinstantaneously. 29.11 All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee shall3.4.5 Subject to Applicable Law, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised. 29.12 If the Company has elected to have a sole Director, the provisions contained in this Bye-Law for meetings of the Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Companies Acts, its memorandum or Bye-laws of Platinum Underwriters Holdings Ltd. 24 of 33 the Bye-Laws required to be exercised by the Shareholders. In lieu of minutes of a meeting, resolutions of the sole Director shall record Board may be validly passed by an instrument in writing signed by all directors and sign a note or memorandum in such case shall be effective as of all matters requiring a resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposesthe date signed by the last director.