Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the 2012 Annual Shareholder Meeting of Allied World Assurance Company
Holdings, AG (the "Company"), the Company's shareholders approved the
cancellation of 2,326,900 voting shares and 173,100 non-voting shares held in
treasury and a corresponding reduction of the Company's share capital and
participation capital. At the annual meeting, the Company's shareholders also
approved a dividend in the form of a par value reduction payable in four
quarterly installments. The aggregate par value reduction amount was 1.32 Swiss
francs (CHF), which was equal to $1.50 per share, or $0.375 per quarter, at the
time of the annual meeting. The par value reduction amount for each installment
will be adjusted up or down to equal $0.375 per share near the time of payment,
subject to an aggregate cap for the four installments of CHF 1.98, as further
described in the Company's 2012 Proxy Statement, dated March 16, 2012.
For the first installment, the par value reduction amount was fixed at CHF 0.36
or $0.375 per share based on the published USD/CHF exchange rate of 0.9779 on
July 19, 2012. Accordingly, the Company's shareholders of record at the close of
business on July 30, 2012 will receive the dividend scheduled for payment on
August 6, 2012. Following the par value reduction, the par value of the
Company's shares is CHF 13.33 per share.
To accomplish the cancellation of the treasury shares and the first installment
of the par value reduction, the Company amended and restated its Articles of
Association, which became effective upon registration in the Commercial Register
in the Canton of Zug, Switzerland on July 30, 2012. A copy of the Company's
amended and restated Articles of Association is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
On August 1, 2012, the Board of Directors (the "Board") of the Company amended
the Company's Organizational Regulations to update the purpose of certain of the
Board's committees. A copy of the amended and restated Organizational
Regulations is attached hereto as Exhibit 3.2 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
3.1 Articles of Association of Allied World Assurance Company Holdings,
AG, as amended and restated.
3.2 Organizational Regulations of Allied World Assurance Company
Holdings, AG, as amended and restated.
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