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Lancashire Holdings

Declaration of Voting Results & Voting Rights Announcements May 6, 2022

6279_dva_2022-05-06_eaf71cf1-c7a9-409b-89c4-5e5b6dacc74e.pdf

Declaration of Voting Results & Voting Rights Announcements

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LANCASHIRE HOLDINGS LIMITED (the "Company")

CERTIFIED RESOLUTIONS

I, Paul Kelly, Assistant Company Secretary of the Company, DO HEREBY CERTIFY that the following is a true extract of resolutions adopted by the Members of the Company at a meeting duly convened and held on the 27th of April 2022, at which meeting a quorum was present and voting throughout and that such resolutions are still in full force and effect as at the date hereof:

10. RENEWAL OF AUTHORITY TO ALLOT SHARES FOR CASH ON A NON PRE-EMPTIVE BASIS (Resolution 15)

It was RESOLVED that, subject to and conditional on the passing of Resolution 14, the Directors of the Company be authorised, in accordance with Bye-law 2.6 of the Company's Bye-laws, to allot Equity Securities (within the meaning of Bye-law 2.5(g)) for cash pursuant to the authority conferred by Resolution 14 as if Bye-law 2.5(a) of the Company's Bye-laws did not apply to such authority up to an aggregate nominal value of US\$6,100,250, such amount being approximately five per cent of the Company's issued share capital as at the date of the Notice; provided that, unless otherwise renewed or revoked by the Shareholders in general meeting, this authority will expire at the conclusion of the Annual General Meeting of the Company in 2023 or, if earlier, 15 months from the date the relevant resolution is passed and provided that the Company may before such expiry make any offer or agreement which would or might require Common Shares to be allotted after such expiry and the Directors may allot such Common Shares in pursuance of such offer or agreement as if Bye-law 2.5(a) did not apply

VOTES FOR VOTES AGAINST TOTAL VOTES VOTES WITHHELD
176,315,386 4,344,977 180,660,363 1,019

11. RENEWAL OF AUTHORITY TO ALLOT SHARES FOR CASH ON A NON PRE-EMPTIVE BASIS (Resolution 16)

  1. It was RESOLVED that, subject to and conditional on the passing of Resolutions 14 and 15, the Directors of the Company be authorised in addition to any authority granted under Resolution 15, in accordance with Bye-law 2.6 of the Company's Bye-laws, to allot Equity Securities (within the meaning of Bye-law 2.5(g)) for cash pursuant to the authority conferred by Resolution 14 as if Bye-law 2.5(a) of the Company's Bye-laws did not apply to such authority up to an aggregate nominal value of US\$6,100,250, such amount being approximately a further five per cent of the Company's issued share capital as at the date of the Notice; provided that such authority will only be used for the purposes of raising capital to take advantage of market-driven underwriting opportunities (as approved by the Board) or financing a transaction that the Board of Directors of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on disapplying pre-emption rights most recently published by the UK Pre-Emption Group prior to the date of this notice; and provided further that, unless otherwise renewed or revoked by the Shareholders in general meeting, this authority will expire at the conclusion of the Annual General Meeting of the Company in 2023 or, if earlier, 15 months from the date the relevant resolution is passed and provided that the Company may before such expiry make any offer or agreement which would or might require Common Shares to be allotted after such expiry and the Directors may allot such Common Shares in pursuance of such offer or agreement as if Bye-law 2.5(a) did not apply.
VOTES FOR VOTES AGAINST TOTAL VOTES VOTES WITHHELD
167,402,885 13,257,478 180,660,363 1,019

13. RENEWAL OF AUTHORITY TO ALLOT SHARES FOR CASH ON A NON PRE-EMPTIVE BASIS (Resolution 17)

It was RESOLVED that, subject to and conditional on the passing of Resolutions 14, 15 and 16, the Directors of the Company be authorised in addition to any authorities granted under Resolutions 15 and 16, in accordance with Bye-law 2.6 of the Company's Bye-laws, to allot Equity Securities (within the meaning of Bye-law 2.5(g)) for cash pursuant to the authority conferred by Resolution 14 as if Bye-law 2.5(a) of the Company's Bye-laws did not apply to such authority up to an aggregate nominal value of US\$6,100,250, such amount being approximately a further five per cent of the Company's issued share capital as at the date of the Notice; provided that such authority will only be used for the purposes of raising capital to take advantage of market-driven underwriting opportunities (as approved by the Board); and provided further that, unless otherwise renewed or revoked by the Shareholders in general meeting, this authority will expire at the conclusion of the Annual General Meeting of the Company in 2023 or, if earlier, 15 months from the date the relevant resolution is passed and provided that the Company may before such expiry make any offer or agreement which would or might require Common Shares to be allotted after such expiry and the Directors may allot such Common Shares in pursuance of such offer or agreement as if Bye-law 2.5(a) did not apply.

VOTES FOR VOTES AGAINST TOTAL VOTES VOTES WITHHELD
170,143,013 10,517,350 180,660,363 1,019

14. AUTHORISATION FOR THE COMPANY TO PURCHASE ITS OWN SHARES (Resolution 18)

It was RESOLVED that the Company be generally and unconditionally authorised, in accordance with Byelaw 3 of the Company's Bye-laws and pursuant to section 42A of the Companies Act of Bermuda, to make one or more market purchases of its Common Shares on such terms and in such manner as the Board or any authorised committee thereof may from time to time determine provided that:

  • (a) the maximum number of Common Shares hereby authorised to be purchased shall be 24,401,000 (representing approximately ten per cent of the issued Common Share capital of the Company as at the date of the Notice;
  • (b) the minimum price (exclusive of expenses payable by the Company) which may be paid for a Common Share shall be US\$0.50;
  • (c) the maximum price (exclusive of expenses payable by the Company) which may be paid for a Common Share shall be the higher of:
    • i an amount equal to 105 per cent of the average of the closing middle market quotations for a Common Share of the Company taken from the London Stock Exchange Daily Official List for

the five business days immediately preceding the day on which the Common Share is contracted to be purchased; and

  • ii the higher of the price of the last independent trade and the highest current independent bid for the Common Shares on the trading venue where the purchase is carried out, at the time of purchase;
  • (d) unless otherwise renewed or revoked by the Shareholders in a general meeting, this authority will expire at the conclusion of the Annual General Meeting of the Company in 2023 or, if earlier, 15 months from the date of the relevant resolution is passed; and
  • (e) the Company shall be entitled under such authority to make at any time before its expiry or termination any contract to purchase its own shares which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of Common Shares in pursuance of any such contract.
VOTES FOR VOTES AGAINST TOTAL VOTES VOTES WITHHELD
172,334,358 8,104,457 180,438,815 222,567

Dated: This 5th day of May 2022

By:

Paul Kelly Assistant Company Secretary For and on behalf of Lancashire Holdings Limited

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