Certificate Number: 01 Number of Series D Preference Shares: 23,000
CUSIP / ISIN NO.:
G0684D 164 / BMG0684D1645
ATHENE HOLDING LTD.
Perpetual Non-Cumulative Preference Shares, Series D
(par value $1.00 per share)
(liquidation preference $25,000 per share)
Athene Holding Ltd., a Bermuda exempted company (the Company), hereby certifies that Computershare Inc. (Computershare), a Delaware corporation, and Computershare Trust Company, N.A., a federally chartered trust company (Trust Company), jointly as Depositary (the Depositary) under the Deposit Agreement, dated December 18, 2020, among the Company, the Depositary and the holders from time to time of Receipts (as defined therein) issued thereunder, is the registered owner of 23,000 fully paid and non-assessable shares of the Companys designated 4.875% Fixed-Rate Perpetual Non-Cumulative Preference Shares, Series D, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the Series D Preference Shares). The Series D Preference Shares are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series D Preference Shares represented hereby are and shall in all respects be subject to the provisions of the Companys Memorandum of Association, Bye-Laws and Certificate of Designations of 4.875% Fixed-Rate Perpetual Non-Cumulative Preference Shares, Series D dated December 18, 2020 (as the same may be amended from time to time, the Certificate of Designations). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to the Depositary without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series D Preference Shares set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Depositary is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, the Series D Preference Shares represented by this certificate shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.
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