Insurance (Memorandum of Continuance) Regulations 2021

Insurance (Memorandum of Continuance) Regulations 2021 Index c SD No. 2021/0275 Page 1 c INSURANCE (MEMORANDUM OF CONTINUANCE) REGULATIONS 2021 Index Regulation Page
1 Title ...................................................................................................................................3
2 Commencement..............................................................................................................3
3 Continuation of offshore insurers ................................................................................3
SCHEDULE 1 5
MEMORANDUM OF CONTINUANCE OF AN OFFSHORE INSURER 5 ENDNOTES 24
TABLE OF ENDNOTE REFERENCES 24

Insurance (Memorandum of Continuance) Regulations 2021 Regulation 1 c SD No. 2021/0275 Page 3 Statutory Document No. 2021/0275 Companies (Transfer of Domicile) Act 1998 c INSURANCE (MEMORANDUM OF CONTINUANCE) REGULATIONS 20211 Laid before Tynwald: 18 January 2022 Coming into Operation: 30 June 2022 The Isle of Man Financial Services Authority makes the following Regulations under
section 2(2)(a) of the Companies (Transfer of Domicile) Act 1998 (as modified by
Schedule 4 to the Insurance Act 2008).
1 Title
These Regulations are the Insurance (Memorandum of Continuance) Regulations 2021. 2 Commencement These Regulations come into operation on 30 June 20221 . 3 Continuation of offshore insurers (1) The forms of memoranda of continuance for an offshore insurer under
section 2(2)(a) of the Companies (Transfer of Domicile) Act 1998 (as
modified by Schedule 4 to the Insurance Act 2008) are set out in Schedule 1. MADE 2 DECEMBER 2021

1 Under section 16(2) of the Companies (Transfer of Domicile) Act 1998, regulations shall be laid before Tynwald as soon as practicable after they are made, and if Tynwald at the sitting at which the regulations are laid or at the next following sitting resolves that they shall be annulled, they shall cease to have effect.

Insurance (Memorandum of Continuance) Regulations 2021 SCHEDULE 1 c SD No. 2021/0275 Page 5
SCHEDULE 1
MEMORANDUM OF CONTINUANCE OF AN OFFSHORE INSURER FORM ONE MEMORANDUM OF CONTINUANCE COMPANY LIMITED BY SHARES THE COMPANIES (TRANSFER OF DOMICILE) ACT 1998 (AS AMENDED BY
SCHEDULE 4 TO THE INSURANCE ACT 2008)
THE COMPANIES ACTS 1931 – 2004
PART A

1. The name of the Company from the date of continuance is:
2. The Company is a private/public company [ delete as appropriate].
3. The liability of the members of the Company is limited.
4. • Restrictions, if any, on the exercise of the rights, powers and privileges of the Company with effect
     from the date of continuance — or

• There are no restrictions on the rights, powers and privileges of the Company with effect from the date of
  continuance.
  [* delete as appropriate]
  [Restrictions are limited to those permitted by Section 5(6) of the Companies Act 1986].

5. The share capital of the Company is [ ] divided into [ ] shares of [ ] each.
6. The Company was incorporated in [ ] on the [ ] day of [ ] in the name of [ ] with Registered
   Number [ ] and immediately preceding the date of continuance was registered under the name [ ]. Adopted by Special Resolution of the Company on [ ]. The summary of capital and shares of the Company; the particulars of the shareholders of the Company, directors, secretary and (as applicable) nominated officer of the Company; the statement of indebtedness in respect of mortgages and charges of the Company; and the intended situation of the Registered Office of the Company are set out in Part B. Signed on behalf of the Company by:
   Full name in block letters:
   Status: (Director or Secretary)
   Dated this day of 20

SCHEDULE 1 Insurance (Memorandum of Continuance) Regulations 2021
Page 6 SD No. 2021/0275 c
MEMORANDUM OF CONTINUANCE – PART B
SECTION ONE
PARTICULARS OF THE DIRECTORS
PARTICULARS TO BE PROVIDED IN RESPECT OF EACH PERSON WHO IS A DIRECTOR Name Former name(s) Address Business Occupation Nationality (and Nationality of origin if other than present Nationality) I hereby consent to act as director of the Continued Company Signature Date Name Former name(s) Address Business Occupation Nationality (and Nationality of origin if other than present Nationality) I hereby consent to act as director of the Continued Company Signature Date

Insurance (Memorandum of Continuance) Regulations 2021 SCHEDULE 1 c SD No. 2021/0275 Page 7 PARTICULARS OF SECRETARY Name Former name(s) Address I hereby consent to act as Secretary of the Continued Company Signature Date NOMINATED OFFICER Particulars of Nominated Officer (see Beneficial Ownership Act 2017 Notes below) Name Former name(s) Address I hereby consent to act as Nominated Officer of the Continued Company Signature Date If the Beneficial Ownership Act 2017 does not apply to the Continued Company, please complete the Insert Sheet below. STATEMENT OF INDEBTEDNESS IN RESPECT OF MORTGAGES AND CHARGES Total amount of the indebtedness of the Company in respect of all mortgages and charges of the kind which are required to be registered with the Department for Enterprise [ ] INTENDED SITUATION OF REGISTERED OFFICE The intended situation of the Registered Office of the Company on continuance is as stated below —

SCHEDULE 1 Insurance (Memorandum of Continuance) Regulations 2021
Page 8 SD No. 2021/0275 c
SECTION TWO
SUMMARY OF CAPITAL AND SHARES
Nominal Share Capital [ ] divided into [ ] shares of [ ] each.
Number of shares of each class taken up to the date of this Memorandum Number of shares of each class issued subject to payment wholly in cash Number of shares of each class issued as fully paid up otherwise than in cash Number of shares issued as partly paid up to the extent of per share otherwise than in cash Number of shares (if any) of each class issued at a discount Amount of discount on the issue of shares which has not been written off at the date of this return There has been called up on each of shares £ There has been called up on each of shares £ There has been called up on each of shares £ Total amount of calls received, including payments on application and allotment £ Total amount (if any) agreed to be considered as paid on shares which have been issued as fully paid up £ otherwise than in cash Total amount (if any) agreed to be considered as paid on shares which have been issued as partly paid £ up to the extent of per share otherwise than in cash Total amount of calls unpaid £ Total number of shares of each class forfeited £ Total amount paid (if any) on shares forfeited £ Total amount of shares for which share warrants to bearer are outstanding £

Insurance (Memorandum of Continuance) Regulations 2021 SCHEDULE 1 c SD No. 2021/0275 Page 9 Number of shares comprised in each share warrant to bearer, specifying in the case of warrants of different kinds, particulars of each kind £ PARTICULARS OF THE SHAREHOLDERS Name and Address No. of Shares held Type of Shares Denominations NOTE: Section Two is not applicable in the case of a company not having a share capital. NOTES

1. Full names must be given. In the case of an individual, the individual’s present first name
   or names and surname must be given. “First name” includes a forename, and “surname” in the case of a peer or person usually known by a title different from the individual’s surname means that title. In the case of a corporation which is a secretary, its corporate name must be given.
2. In the case of an individual, any former first names and surname must be given in addition.
   The expression “first name” includes a forename.
   “Former first name” and “former surname” do not include:
   (a) in the case of a peer or a person usually known by a British title different from his surname, the name by which he was known previous to the adoption of or succession to the title; or (b) in the case of any person, a former first name or surname where that name or surname was changed or disused before the person bearing the name attained the age of eighteen years or has been changed or disused for a period of not less than 20 years; or (c) in the case of an individual whose name or surname has changed as part of a marriage or civil partnership, the name or surname (as the case may be) by which the individual was known previous to the marriage or civil partnership (as the case may be).
3. Usual residential address must be given or, in the case of a corporation which is a secretary,
   the registered or principal office.
4. In the case of an individual who has no Business Occupation, but holds any other
   directorship or directorships, particulars of that directorship or one of those directorships.
5. Where all the partners in a firm are joint secretaries the name and principal office address
   of the firm alone may be stated.
   BENEFICIAL OWNERSHIP ACT 2017 NOTES

SCHEDULE 1 Insurance (Memorandum of Continuance) Regulations 2021
Page 10 SD No. 2021/0275 c

1. Any references in this document to a “nominated officer” include, in the case where the
   Company is exempt from the requirement to have a nominated officer, the person authorised by an Order made by Treasury under section 6(8) of the Beneficial Ownership Act 2017, to undertake on behalf of the Company, any role or responsibility for which a nominated officer is responsible under that Act.
2. Section 6(2) of the Beneficial Ownership Act 2017 specifies that “The nominated officer
   must be —
   (a)a natural person who is resident in the Island; or (b) the holder of a licence issued under section 7 of the Financial Services Act 2008 which permits the holder to carry on the regulated activity (within the meaning of section 3(1) of that Act) of providing corporate services.” (In the case where the Company is exempt from the requirement to have a nominated officer, the relevant Treasury Order will specify by whom the roles and responsibilities of the nominated officer may be carried out.)
3. In the case of a nominated officer who is a natural person, the officer’s name and home
   address in the Island must be listed. In all other cases, the officer’s corporate or firm name and registered office or place of business address in the Island must be listed.
4. The Company must give notice to the Department for Enterprise (Companies Registry) of
   the appointment of its first nominated officer and of the date on which the appointment was made. The Company must also give notice to the Department for Enterprise (Companies Registry), within one month of the date of:
   (a) an appointment of a nominated officer;
   (b) a change in a nominated officer; or
   (c) a change in the details in its record of a nominated officer, and of the date on which it occurred. INSERT SHEET (This page should only be completed if the Beneficial Ownership Act 2017 does not apply to the Company) Where the Beneficial Ownership Act 2017 does not apply to the Company please complete the following confirmation statement (Note 1 below). The Beneficial Ownership Act 2017 does not apply to the Company because –

• The Company is listed on a stock or investment exchange recognized by the Treasury (Note
  2 below);
• The Company is a wholly owned subsidiary of a legal entity listed on a stock or investment
  exchange recognised by Treasury, where the disclosure obligations on the legal entity include beneficial ownership information in respect of the entity and its subsidiaries;
• The Company is one to which an Order made by the Treasury under section 5(4) of the
  Beneficial Ownership Act 2017 applies (Note 3 below). The Order is:
  …………………………………………………………………………………………………
  …………………………………………………………………………………………………… and I confirm that the Order applies to the Company. Full Name _________________________________________ Date________________________ Signed ____________________________________Director/Secretary/Authorised Signatory*

• please delete as appropriate

Insurance (Memorandum of Continuance) Regulations 2021 SCHEDULE 1 c SD No. 2021/0275 Page 11 NOTES in respect of Insert Sheet

1. Section 5(2) of the Beneficial Ownership Act 2017 lists the entities to which that Act does
   not apply.
2. Section 5(3) of that Act specifies that “an exchange is “recognised” if its name or another
   suitable description of it is published by the Treasury in such manner as the Treasury determines”.
3. Section 5(4) of the Beneficial Ownership Act 2017 allows the Treasury to amend the list of
   entities in section 5(2) to which that Act does not apply. If the Treasury has added to the list, details of the relevant Order and confirmation that the Order applies to the Company should be included. 🔒 Data Protection Notice The Authority is registered with the Information Commissioner as a data controller under Isle of Man data protection legislation. The Authority collects and processes personal data to carry out its functions under relevant legislation and may share personal data with other parties where there is a legal basis for doing so. Information on how the Authority collects and processes personal data can be found in the Privacy Policy on the Authority’s website:
   https://www.iomfsa.im/terms-conditions/privacy-policy/ Please call +44 (0)1624 646000 if you have any queries.

SCHEDULE 1 Insurance (Memorandum of Continuance) Regulations 2021
Page 12 SD No. 2021/0275 c
FORM TWO
MEMORANDUM OF CONTINUANCE
A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL THE COMPANIES (TRANSFER OF DOMICILE) ACT 1998 (AS AMENDED BY
SCHEDULE 4 TO THE INSURANCE ACT 2008)
THE COMPANIES ACTS 1931 - 2004
PART A

1. The name of the Company from the date of continuance is:
2. The Company is a private/public company [ delete as appropriate].
3. The liability of the members of the Company is limited.
4. • Restrictions, if any, on the exercise of the rights, powers and privileges of the Company
     with effect from the date of continuance or

• There are no restrictions on the rights, powers and privileges of the Company with effect from
  the date of continuance
  [* delete as appropriate]
  [Restrictions are limited to those permitted by Section 5(6) of the Companies Act 1986]

5. Every member of the Company undertakes to contribute such amount as may be required
   (not exceeding [insert limit of liability]) to the assets of the Company in the event of its being wound up while that person is a member or within one year after that person ceases to be a member, for payment of the debts and liabilities of the Company contracted before that person ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
6. The Company was incorporated in [ ] on the [ ] day of
   [ ] in the name of [ ] with Registered Number [ ] and immediately preceding the date of continuance was registered under the name [ ]. Adopted by Special Resolution of the Company on [ ] The particulars of the directors, secretary and (as applicable) nominated officer of the Company; the statement of indebtedness in respect of mortgages and charges of the Company; and the intended situation of the registered office of the Company are as set out in Part B. Signed on behalf of the Company by:
   Full name in block letters:
   Status: (Director or Secretary)
   Dated this day of 20

Insurance (Memorandum of Continuance) Regulations 2021 SCHEDULE 1 c SD No. 2021/0275 Page 13 MEMORANDUM OF CONTINUANCE – PART B
SECTION ONE
PARTICULARS OF THE DIRECTORS
PARTICULARS TO BE PROVIDED IN RESPECT OF EACH PERSON WHO IS A DIRECTOR Name Former name(s) Address Business Occupation Nationality (and Nationality of origin if other than present Nationality) I hereby consent to act as director of the Continued Company Signature Date Name Former name(s) Address Business Occupation Nationality (and Nationality of origin if other than present Nationality) I hereby consent to act as director of the Continued Company Signature Date PARTICULARS OF SECRETARY Name Former name(s) Address

SCHEDULE 1 Insurance (Memorandum of Continuance) Regulations 2021
Page 14 SD No. 2021/0275 c
I hereby consent to act as Secretary of the Continued Company NOMINATED OFFICER Particulars of Nominated Officer (see Beneficial Ownership Act 2017 Notes below) Name Former name(s) Address I hereby consent to act as Nominated Officer of the Continued Company Signature Date If the Beneficial Ownership Act 2017 does not apply to the Continued Company, please complete the Insert Sheet below. STATEMENT OF INDEBTEDNESS IN RESPECT OF MORTGAGES AND CHARGES Total amount of the indebtedness of the Company in respect of all mortgages and charges of the kind which are required to be registered with the Department of Enterprise [ ] INTENDED SITUATION OF REGISTERED OFFICE The intended situation of the Registered Office of the Company on continuance is as stated below — BENEFICIAL OWNERSHIP ACT 2017 NOTES

1. Any references in this document to a “nominated officer” include, in the case where the
   Company is exempt from the requirement to have a nominated officer, the person authorised by an Order made by Treasury under section 6(8) of the Beneficial Ownership Act 2017, to undertake on behalf of the Company, any role or responsibility for which a nominated officer is responsible under that Act.
2. Section 6(2) of the Beneficial Ownership Act 2017 specifies that “The nominated officer
   must be —
   (a)a natural person who is resident in the Island; or (b) the holder of a licence issued under section 7 of the Financial Services Act 2008 which permits the holder to carry on the regulated activity (within the meaning of section 3(1) of that Act) of providing corporate services.” Signature Date

Insurance (Memorandum of Continuance) Regulations 2021 SCHEDULE 1 c SD No. 2021/0275 Page 15 (In the case where the Company is exempt from the requirement to have a nominated officer, the relevant Treasury Order will specify by whom the roles and responsibilities of the nominated officer may be carried out.)
3. In the case of a nominated officer who is a natural person, the officer’s name and home
address in the Island must be listed. In all other cases, the officer’s corporate or firm name and registered office or place of business address in the Island must be listed.
4. The Company must give notice to the Department for Enterprise (Companies Registry) of
the appointment of its first nominated officer and of the date on which the appointment was made. The Company must also give notice to the Department for Enterprise (Companies Registry), within one month of the date of:
(a) an appointment of a nominated officer;
(b) a change in a nominated officer; or
(c) a change in the details in its record of a nominated officer, and of the date on which it occurred. INSERT SHEET (This page should only be completed if the Beneficial Ownership Act 2017 does not apply to the Company) Where the Beneficial Ownership Act 2017 does not apply to the Company please complete the following confirmation statement (Note 1 below). The Beneficial Ownership Act 2017 does not apply to the Company because –

• The Company is listed on a stock or investment exchange recognized by the Treasury (Note
  2 below);
• The Company is a wholly owned subsidiary of a legal entity listed on a stock or investment
  exchange recognised by Treasury, where the disclosure obligations on the legal entity include beneficial ownership information in respect of the entity and its subsidiaries;
• The Company is one to which an Order made by the Treasury under section 5(4) of the
  Beneficial Ownership Act 2017 applies (Note 3 below). The Order is:
  …………………………………………………………………………………………………...
  …………………………………………………………………………………………………… and I confirm that the Order applies to the Company. Full Name _________________________________________ Date________________________ Signed ____________________________________Director/Secretary/Authorised Signatory*

• please delete as appropriate
  NOTES in respect of Insert Sheet

1. Section 5(2) of the Beneficial Ownership Act 2017 lists the entities to which that Act does
   not apply.
2. Section 5(3) of that Act specifies that “an exchange is “recognised” if its name or another
   suitable description of it is published by the Treasury in such manner as the Treasury determines”.
3. Section 5(4) of the Beneficial Ownership Act 2017 allows the Treasury to amend the list of
   entities in section 5(2) to which that Act does not apply. If the Treasury has added to the list, details of the relevant Order and confirmation that the Order applies to the Company should be included.

SCHEDULE 1 Insurance (Memorandum of Continuance) Regulations 2021
Page 16 SD No. 2021/0275 c
🔒 Data Protection Notice
The Authority is registered with the Information Commissioner as a data controller under Isle of Man data protection legislation. The Authority collects and processes personal data to carry out its functions under relevant legislation and may share personal data with other parties where there is a legal basis for doing so. Information on how the Authority collects and processes personal data can be found in the Privacy Policy on the Authority’s website:
https://www.iomfsa.im/terms-conditions/privacy-policy/ Please call +44 (0)1624 646000 if you have any queries.

Insurance (Memorandum of Continuance) Regulations 2021 SCHEDULE 1 c SD No. 2021/0275 Page 17 FORM THREE MEMORANDUM OF CONTINUANCE A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL THE COMPANIES (TRANSFER OF DOMICILE) ACT 1998 (AS AMENDED BY
SCHEDULE 4 TO THE INSURANCE ACT 2008)
THE COMPANIES ACTS 1931 - 2004
PART A

1. The name of the Company from the date of continuance is:
2. The Company is a private/public company [ delete as appropriate].
3. The liability of the members of the Company is limited.
4. • Restrictions, if any, on the exercise of the rights, powers and privileges of the Company
     with effect from the date of continuance or

• There are no restrictions on the rights, powers and privileges of the Company with effect from
  the date of continuance
  [* delete as appropriate]
  [Restrictions are limited to those permitted by Section 5(6) of the Companies Act 1986]

5. Every member of the Company undertakes to contribute such amount as may be required
   (not exceeding [insert limit of liability]) to the assets of the Company in the event of its being wound up while that person is a member or within one year after that person ceases to be a member, for payment of the debts and liabilities of the Company contracted before that person ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
6. The share capital of the Company is [ ] divided into [ ] shares of [ ] each.
7. The Company was incorporated in [ ] on the [ ] day of [ ] in the name of [ ] with
   Registered Number [ ] and immediately preceding the date of continuance was registered under the name [ ]. Adopted by Special Resolution of the Company on [ ] The summary of capital and shares of the Company, the particulars of the shareholders, directors, secretary and (as applicable) nominated officer of the Company; the statement of indebtedness in respect of mortgages and charges of the Company; and the intended situations of the Registered Office of the Company are as set out in Part B. Signed on behalf of the Company by:
   Full name in block letters:
   Status: (Director or Secretary)
   Dated this day of 20
   MEMORANDUM OF CONTINUANCE – PART B
   SECTION ONE
   PARTICULARS OF THE DIRECTORS
   PARTICULARS TO BE PROVIDED IN RESPECT OF EACH PERSON WHO IS A DIRECTOR

SCHEDULE 1 Insurance (Memorandum of Continuance) Regulations 2021
Page 18 SD No. 2021/0275 c
Name
Former name(s)
Address
Business Occupation
Nationality (and Nationality of origin if other than present Nationality) I hereby consent to act as director of the Continued Company Signature Date Name Former name(s) Address Business Occupation Nationality (and Nationality of origin if other than present Nationality) I hereby consent to act as director of the Continued Company Signature Date

Insurance (Memorandum of Continuance) Regulations 2021 SCHEDULE 1 c SD No. 2021/0275 Page 19 PARTICULARS OF SECRETARY Name Former name(s) Address I hereby consent to act as Secretary of the Continued Company Signature Date NOMINATED OFFICER Particulars of Nominated Officer (see Beneficial Ownership Act 2017 Notes below) Name Former name(s) Address I hereby consent to act as Nominated Officer of the Continued Company Signature Date If the Beneficial Ownership Act 2017 does not apply to the Continued Company, please complete the Insert Sheet below. STATEMENT OF INDEBTEDNESS IN RESPECT OF MORTGAGES AND CHARGES Total amount of the indebtedness of the Company in respect of all mortgages and charges of the kind which are required to be registered with the Department for Enterprise [ ] INTENDED SITUATION OF REGISTERED OFFICE The intended situation of the Registered Office of the Company on continuance is as stated below —

SCHEDULE 1 Insurance (Memorandum of Continuance) Regulations 2021
Page 20 SD No. 2021/0275 c
SECTION TWO
SUMMARY OF CAPITAL AND SHARES
Nominal Share Capital [ ] divided into [ ] shares of [ ] each.
Number of shares of each class taken up to the date of this Memorandum Number of shares of each class issued subject to payment wholly in cash Number of shares of each class issued as fully paid up otherwise than in cash Number of shares issued as partly paid up to the extent of per share otherwise than in cash Number of shares (if any) of each class issued at a discount Amount of discount on the issue of shares which has not been written off at the date of this return There has been called up on each of shares £ There has been called up on each of shares £ There has been called up on each of shares £ Total amount of calls received, including payments on application and allotment £ Total amount (if any) agreed to be considered as paid on shares which have been issued as fully paid up £ otherwise than in cash Total amount (if any) agreed to be considered as paid on shares which have been issued as partly paid £ up to the extent of per share otherwise than in cash Total amount of calls unpaid £ Total number of shares of each class forfeited £ Total amount paid (if any) on shares forfeited £ Total amount of shares for which share warrants to bearer are outstanding £

Insurance (Memorandum of Continuance) Regulations 2021 SCHEDULE 1 c SD No. 2021/0275 Page 21 Number of shares comprised in each share warrant to bearer, specifying in the case of warrants of different kinds, particulars of each kind £ PARTICULARS OF THE SHAREHOLDERS Name and Address No. of Shares held Type of Shares Denominations NOTE: Section Two is not applicable in the case of a company not having a share capital. NOTES

1. Full names must be given. In the case of an individual, the individual’s present first name
   or names and surname must be given. “First name” includes a forename, and “surname” in the case of a peer or person usually known by a title different from the individual’s surname means that title. In the case of a corporation which is a secretary, its corporate name must be given.
2. In the case of an individual, any former first names and surname must be given in addition.
   The expression “first name” includes a forename.
   “Former first name” and “former surname” do not include:
   (a) in the case of a peer or a person usually known by a British title different from his surname, the name by which he was known previous to the adoption of or succession to the title; or (b) in the case of any person, a former forename or surname where that name or surname was changed or disused before the person bearing the name attained the age of eighteen years or has been changed or disused for a period of not less than 20 years; or (c) in the case of an individual whose name or surname has changed as part of a marriage or civil partnership, the name or surname (as the case may be) by which the individual was known previous to the marriage or civil partnership (as the case may be).
3. Usual residential address must be given or, in the case of a corporation which is a secretary,
   the registered or principal office.
4. In the case of an individual who has no Business Occupation, but holds any other
   directorship or directorships, particulars of that directorship or one of those directorships.
5. Where all the partners in a firm are joint secretaries the name and principal office address
   of the firm alone may be stated.

SCHEDULE 1 Insurance (Memorandum of Continuance) Regulations 2021
Page 22 SD No. 2021/0275 c
BENEFICIAL OWNERSHIP ACT 2017 NOTES

1. Any references in this document to a “nominated officer” include, in the case where the
   Company is exempt from the requirement to have a nominated officer, the person authorised by an Order made by Treasury under section 6(8) of the Beneficial Ownership Act 2017, to undertake on behalf of the Company, any role or responsibility for which a nominated officer is responsible under that Act.
2. Section 6(2) of the Beneficial Ownership Act 2017 specifies that “The nominated officer
   must be —
   (a)a natural person who is resident in the Island; or (b) the holder of a licence issued under section 7 of the Financial Services Act 2008 which permits the holder to carry on the regulated activity (within the meaning of section 3(1) of that Act) of providing corporate services.” (In the case where the Company is exempt from the requirement to have a nominated officer, the relevant Treasury Order will specify by whom the roles and responsibilities of the nominated officer may be carried out.)
3. In the case of a nominated officer who is a natural person, the officer’s name and home
   address in the Island must be listed. In all other cases, the officer’s corporate or firm name and registered office or place of business address in the Island must be listed.
4. The Company must give notice to the Department for Enterprise (Companies Registry) of
   the appointment of its first nominated officer and of the date on which the appointment was made. The Company must also give notice to the Department for Enterprise (Companies Registry), within one month of the date of:
   (a) an appointment of a nominated officer;
   (b) a change in a nominated officer; or
   (c) a change in the details in its record of a nominated officer, and of the date on which it occurred. INSERT SHEET (This page should only be completed if the Beneficial Ownership Act 2017 does not apply to the Company) Where the Beneficial Ownership Act 2017 does not apply to the Company please complete the following confirmation statement (Note 1 below). The Beneficial Ownership Act 2017 does not apply to the Company because –

• The Company is listed on a stock or investment exchange recognized by the Treasury (Note
  2 below);
• The Company is a wholly owned subsidiary of a legal entity listed on a stock or investment
  exchange recognised by Treasury, where the disclosure obligations on the legal entity include beneficial ownership information in respect of the entity and its subsidiaries;
• The Company is one to which an Order made by the Treasury under section 5(4) of the
  Beneficial Ownership Act 2017 applies (Note 3 below). The Order is:
  …………………………………………………………………………………………………...
  …………………………………………………………………………………………………… and I confirm that the Order applies to the Company. Full Name _________________________________________ Date________________________ Signed ____________________________________Director/Secretary/Authorised Signatory*

Insurance (Memorandum of Continuance) Regulations 2021 SCHEDULE 1 c SD No. 2021/0275 Page 23

• please delete as appropriate
  NOTES in respect of Insert Sheet

1. Section 5(2) of the Beneficial Ownership Act 2017 lists the entities to which that Act does
   not apply.
2. Section 5(3) of that Act specifies that “an exchange is “recognised” if its name or another
   suitable description of it is published by the Treasury in such manner as the Treasury determines”.
3. Section 5(4) of the Beneficial Ownership Act 2017 allows the Treasury to amend the list of
   entities in section 5(2) to which that Act does not apply. If the Treasury has added to the list, details of the relevant Order and confirmation that the Order applies to the Company should be included. 🔒 Data Protection Notice The Authority is registered with the Information Commissioner as a data controller under Isle of Man data protection legislation. The Authority collects and processes personal data to carry out its functions under relevant legislation and may share personal data with other parties where there is a legal basis for doing so. Information on how the Authority collects and processes personal data can be found in the Privacy Policy on the Authority’s website:
   https://www.iomfsa.im/terms-conditions/privacy-policy/ Please call +44 (0)1624 646000 if you have any queries.

Endnotes Insurance (Memorandum of Continuance) Regulations 2021
Page 24 SD No. 2021/0275 c
ENDNOTES
Table of Endnote References
1 The format of this legislation has been changed as provided for under section 75 of, and paragraph 2 of Schedule 1 to, the Legislation Act 2015. The changes have been approved by the Attorney General after consultation with the Clerk of Tynwald as required by section 76 of the Legislation Act 2015.