ARTICLES OF ASSOCIATION

of

Codan Forsikring A/S Company Reg. No. 10 52 96 38

CODAN FORSIKRING A/S

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I. Name, registered office and objects 1. The name of the Company is Codan Forsikring A/S. The Company also operates under the secondary names of: Codan Insurance Ltd. A/S Codan Arbejdsskadeforsikring A/S Dansk Søassurance A/S Danish Marine Insurance Company A/S Den Kjøbenhavnske Sø- Assurance-Forening A/S Fjerde Søforsikringsselskab A/S Forsikringsselskabet Hafnia A/S Hafnia Reassurance A/S Forsikringsaktieselskabet Haand i Haand Forsikringsaktieselskabet National Nordisk Assurance-Compagni Aktieselskab Forenede Assurandører Aktieselskab De Private Assurandører Aktieselskab Tell Forsikring A/S Trygg-Hansa Forsikring af 1999 A/S Transurance Forsikring A/S Royal & SunAlliance Insurance Group A/S White Label Holding A/S White Label Insurance A/S Duborgh Skadeforsikring A/S Codan Marine Services A/S The registered office of the Company is situated in Frederiksberg Municipality. 2. The object of the Company is to carry on direct general insurance business as well as reinsurance business of any class. The Company is authorised to act as an agent for insurers and to carry on other financial services business through its subsidiaries. Furthermore, the Company is authorised to build, own and manage real property as a means of long-term investment of funds and to carry on any other business which is ancillary to the Company’s insurance business.

4. Shares shall be issued as registered shares and ownership cannot be transferred to the bearer. Shareholders shall be registered in the Company’s Register of Shareholders, which is kept by the Board of Directors in accordance with current legislation. Any person acquiring shares in the Company shall notify the Company thereof, providing documentation for the acquisition, whereafter the acquirer will be entered into the Company’s Register of Shareholders. No shareholder shall have special rights, and no shareholder shall be obliged to have his shares redeemed by the Company. The Company’s shares are negotiable instruments. The transfer of shares shall only be binding upon the Company provided that the acquirer has been approved as a shareholder in accordance with the provisions of the Danish Financial Business Act. 5. Dividends payable will be paid immediately after any decision made by the Annual General Meeting or the Board of Directors to distribute dividends. Dividend cheques which have not been cashed within three years of the due date will accrue to the Company. 6. The Company has issued share certificates. Lost share certificates can be cancelled without an order of court in accordance with the provisions of the legislation.

III. General meeting of shareholders 7. Subject to the limits set by legislation and the Company’s Articles of Association, the general meeting of shareholders shall be the supreme authority in all matters relating to the Company. 8.

II. Capital, shares, etc. 3. The share capital of the Company is DKK 15,000,000 – fifteen million Danish kroner – divided into shares of DKK 100 each and/or multiples thereof. The share capital has been fully paid up. 3 a. The Board of Directors is authorised to make a decision to pay an extraordinary dividend in compliance with current legislation.

An Annual General Meeting shall be called by the Board of Directors before the end of April each year. Extraordinary general meetings may be convened as often as the Board of Directors or one of the Company’s auditors may find it appropriate. In addition, a group of shareholders representing at least 5% of the share capital may submit a written request for an extraordinary general meeting to consider a specified subject. Extraordinary general meetings requested by shareholders shall be convened within two weeks of the request being made. All general meetings are held at the registered office of the Company. General meetings shall be called by the Board of

CODAN FORSIKRING A/S

Directors giving at least two weeks’ and no more than four weeks’ notice by ordinary mail to the address of each shareholder registered in the Register of Shareholders. The time and place of the general meeting as well as an agenda for the business to be transacted shall be specified in the notice convening the meeting. In case of a proposal to amend the Articles of Association, the essential contents of the proposal shall also be set out in the notice unless the Danish Companies Act requires that the notice contains the full wording of the proposal for amendments. Not later than two weeks before the general meeting, the agenda and the complete proposals for the general meeting, and, in the case of the Annual General Meeting, also the audited Annual Report, shall be available for inspection by the shareholders. 9. All shareholders shall be entitled to attend the general meetings. Each share of DKK 100 carries one vote. All shareholders may cast their votes by written proxy or by writing. 10. The general meeting is presided over by a Chairman appointed by the Board of Directors, who leads the discussions and decides on all matters regarding procedure, voting and voting results.

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submitted in writing no later than six weeks prior to the general meeting. If the proposal is received later than six weeks prior to the general meeting, the Board of Directors will decide whether the request is submitted in time for the issue to be put on the agenda.

14. The business transacted at the general meeting is recorded in a minute book to be signed by the Chairman of the meeting and the Chairman of the Board of Directors. The minute book must be available to the shareholders not later than two weeks after the general meeting. IV. Board of Directors and Board of Management 15. The Board of Directors of the Company consists of not less than three and not more than twelve members elected by the general meeting. Such Directors are elected for a term of one year and can be re-elected. Furthermore, pursuant to the Danish Companies Act, the employees of the Company and the Group are entitled to elect of number of members to the Board of Directors and alternates in accordance with the relevant legislation. Members of the Board of Directors must meet the requirements set out in the Danish Financial Business Act. 16.

11. At the Annual General Meeting, the following business is transacted: a. The Board of Directors’ report on the business of the Company during the past year. b. Adoption of the Annual Report and discharge of the Boards of Directors and Management from their obligations. c. Distribution of profits or payment of losses according to the adopted Annual Report. d. Election of Directors. e. Election of auditor. f. Any proposals from the Board of Directors or shareholders. g. Other business. 12. At the general meeting, all issues are decided by a simple majority, unless the Articles of Association or current legislation stipulate stricter requirements. 13. Shareholders are entitled to have a specific issue put on the agenda of the annual general meeting, if such request is

The Board of Directors shall appoint a Chairman from among its members and establish rules of procedure for the conduct of its business. The Board of Directors shall prepare written guidelines specifying the distribution of responsibilities between the Board of Directors and the Board of Management in relation to the Company's most significant areas of activity. The Board of Directors is responsible for the overall management of the Company, always in full accordance with the Danish Financial Business Act, the Danish Companies Act and the Company’s Articles of Association. The Board of Directors shall meet whenever requested by the Chairman, a member of the Board of Directors, a member of the Board of Management, an auditor appointed by the general meeting or the chief internal auditor. The Board of Directors forms a quorum when more than half its members are represented. Resolutions, however, may not be passed without all members having had the opportunity, if possible, to participate in the discussions concerning the matter. Resolutions shall be passed by a simple majority of votes. In the event of equality of votes, the Chairman shall have the casting vote.

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Minutes shall be kept of the proceedings and signed by all members present; especially decisions made by the Board of Directors shall be recorded. 17. The Company shall be bound by the joint signatures of all members of the Board of Directors, or by the joint signatures of a member of the Board of Directors and a member of the Board of Management, or by the joint signatures of two members of the Board of Management. The Board of Directors may decide to grant powers of procuration to other employees of the Company, authorising them to sign for the Company jointly with a member of the Board of Management or two employees jointly. 18. The Board of Directors shall appoint a Board of Management consisting of up to six members, of whom one may be appointed Chief Executive Officer. The Board of Management is responsible for the proper management of the affairs of the Company in accordance with the Danish Financial Business Act, the Danish Companies Act and the Company’s Articles of Association. The Board of Management shall submit all matters of an extraordinary nature or magnitude to the Board of Directors. The Board of Directors and the Board of Management shall, individually and jointly, ensure that the Company has an adequate capital base as well as internal risk measurement and management processes in place to assess and maintain on an ongoing basis the amount, type and distribution of the capital base it considers adequate to cover the risks to which the Company is exposed. Based on this assessment, the Board of Directors and the Board of Management shall calculate the Company's individual solvency need.

V. Auditors 19. The Annual General Meeting shall appoint one or two auditors, of whom one must be a state-authorised public accountant, to audit the Annual Report and prepare the auditor’s report. The auditors, who must fulfil the requirements for the audit of insurance companies, shall be appointed by the Annual General Meeting for one year at a time. The auditors may be reappointed. During the audit, which must be performed with due regard to all existing assets and liabilities, the auditors shall have free access to all books and records relating to the accounts of the Company and to all cash in hand and securities. The Boards of Directors and Management shall be under an

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obligation to provide the auditors with all such information as they may require to confirm the correctness of the Annual Report. Whenever an audit has been performed, a long-form audit report shall be prepared. The long-form audit report shall be presented at the meeting of the Board of Directors next following, where all members of the Board shall sign it to certify that they have been informed of the contents.

VI. Financial reporting and appropriation of profits 20. The financial year of the Company shall be the calendar year. The audited Annual Report, signed by the Board of Directors and Board of Management, shall be submitted to the Annual General Meeting for approval. 21. Resolutions regarding the appropriation of retained earnings available according to the Annual Report shall be passed by the Annual General Meeting in accordance with the provisions of the Danish Financial Business Act, the regulations issued pursuant thereto, and other statutory provisions. Pursuant to previous regulations, the following transfers to contingency funds have been made or are allowed: · Contingency fund A, adopted at Annual General Meeting in A/S Forsikringsselskabet Codan on 17 May 1966. · Contingency fund B has been dissolved. · Contingency fund C for workers’ compensation insurance, cf. Act No. 630(S. 138) of 23 December 1980. The following rules shall apply: No further transfers to Contingency fund A may be made, and the funds already transferred to this Fund may only be used to strengthen the technical reserves or otherwise benefit the Insureds. Contingency fund C, established in accordance with Act No. 630(S. 138) of 23 December 1980, may not be reduced. Consequently, funds already transferred to this Fund cannot be transferred back. If the capital base, including contingency funds, exceeds the required solvency margin, the excess share of the contingency fund may be used to strengthen the technical reserves or otherwise benefit the Insured. 22. The Boards of Directors and Management shall ensure that the Company’s funds are invested in a manner which is secure and appropriate for both the Company and the Policyholders, thereby ensuring compliance with the

CODAN FORSIKRING A/S

Danish Financial Business Act and other regulations at all times.

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VIII. Changes required by authorities 24.

VII. Winding up 23. If circumstances make it advisable to wind up the Company, the Board of Directors shall propose a resolution to that effect at a general meeting.

The Board of Directors may, without approval of the shareholders in general meeting, make any such amendments or additions to these Articles of Association of a formal character as may be required by the authorities pursuant to the Danish Financial Business Act, the Danish Companies Act or other legislation.

Any resolution to wind up the Company shall be made in accordance with applicable legislation. Any wind-up shall take place in accordance with the provisions of the Danish Financial Business Act.

Thus adopted at the Company’s Annual General Meeting on 29 April 2011.

The Board of Directors of Codan Forsikring A/S:

____________________ Simon Lee

____________________ Andrew Burke

____________________ Rowan Saunders

____________________ Jørgen Lykke

____________________ Christian Sletten

_____________________ Anthony Latham

____________________ Lars Nørby Johansen

_____________________ Clare Sheikh

____________________ Henrik Müllertz

____________________ Marianne Philip