DEPOSIT AGREEMENT December 18, 2020 ATHENE HOLDING LTD., AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, COMPUTERSHARE TRUST COMPANY, N.A. AS REGISTRAR AND TRANSFER AGENT, and COMPUTERSHARE INC. AS DIVIDEND...Deposit Agreement • December 18th, 2020 • Athene Holding LTD • Life insurance • New York
DEPOSIT AGREEMENT, dated December 18, 2020, among ATHENE HOLDING LTD., a Bermuda exempted company limited by shares (the “Company”), COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (“Trust Company”), jointly as Depositary (as hereinafter defined), the Trust Company as Registrar (as hereinafter defined) and as Transfer Agent (as hereinafter defined), and Computershare as Dividend Disbursing Agent and Redemption Agent (as hereinafter defined), and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
Athene Holding Ltd. 22,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 4.875% Fixed-Rate Perpetual Non-Cumulative Preference Shares, Series D Underwriting AgreementUnderwriting Agreement • December 18th, 2020 • Athene Holding LTD • Life insurance
Underwriters, up to 2,000,000 additional depositary shares pursuant to Section 2 hereof. The aggregate of 22,000,000 depositary shares is herein called the “Firm Depositary Shares” and the aggregate of 2,000,000 additional depositary shares is herein called the “Optional Depositary Shares.” The Firm Depositary Shares and the Optional Depositary Shares are herein collectively called the “Depositary Shares.” The Depositary Shares and the Preference Shares will have terms and provisions that are summarized in the Pricing Disclosure Package and Prospectus (each as defined below). The Preference Shares, when issued, will be deposited by the Company against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Depositary Shares and will be issued by Computershare Inc. and Computershare Trust Company, N.A. (collectively, the “Depositary”) under a deposit agreement, to be dated as of the First Time of Delivery (as defined herein) (the “Deposit Agreement”), among
