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EX-3 - ARTICLES OF ASSOCIATION OF THE COMPANY, AS AMENDED AND RESTATED - Chubb Ltdd457131dex3.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant To Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 17, 2012

 

 

ACE LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Switzerland   1-11778
  98-0091805

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

Baerengasse 32

CH-8001 Zurich, Switzerland

(Address of principal executive offices)

Registrant’s telephone number, including area code: +41 (0)43 456 76 00

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the company’s 2012 annual general meeting, the company’s shareholders approved a dividend in the form of a par value reduction payable in four quarterly installments. The dividend approval provides for an annual par value reduction of 1.80 Swiss francs (CHF), which was equal to US$1.96 per share, or $0.49 per quarter, at the time of the annual general meeting. The actual CHF amount for each installment, however, will be adjusted up or down to equal $0.49 near the time of payment, subject to an aggregate cap for the four installments of CHF 2.70, as further described in the company’s proxy statement dated April 4, 2012.

For the third of such installments, in accordance with the shareholder approval, the par value reduction amount was fixed at CHF 0.45 based on the USD/CHF exchange rate of 0.9335 as published on December 11, 2012. Accordingly, the company adjusted its Articles of Association on December 17, 2012 to effect the par value reduction of CHF 0.45. The company’s amended and restated Articles of Association became effective upon registration in the daily register of the commercial register of the Canton of Zurich, Switzerland on December 17, 2012 and, as a result, the company’s par value is CHF 28.89 as of such date.

Accordingly, as expected, the company’s shareholders of record at the close of business on December 17, 2012, will receive the dividend scheduled for payment on December 28, 2012. A copy of the amended and restated Articles of Association is attached hereto as Exhibit 3 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
Number

  

Description

3    Articles of Association of the company, as amended and restated
4    Articles of Association of the company, as amended and restated (Incorporated by reference to Exhibit 3)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

ACE LIMITED
By:  

/s/ Paul B. Medini

  Paul B. Medini
  Chief Accounting Officer

DATE: December 20, 2012


Exhibit Index

 

Exhibit
Number

  

Description

3    Articles of Association of the company, as amended and restated
4    Articles of Association of the company, as amended and restated (Incorporated by reference to Exhibit 3)