Hiscox Limited

AGM Information • Mar 21, 2012

FORM OF DIRECTION HISCOX LTD - THE ISSUER COMPANY

Form of Direction for completion by holders of Depositary interests representing shares on a one for one basis in the Issuer Company in respect of the Annual General Meeting to be held at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke HM 08, Bermuda at 10.00 am and via video link at 1 Great St Helen's, London EC3A 6HX on Wednesday 30 May 2012 (2.00 pm BST).

FORM OF DIRECTION HISCOX LTD - THE ISSUER COMPANY PLEASE COMPLETE IN BLOCK CAPITALS

Please mark 'X' to indicate

I/We of being a holder of Depositary Interests representing shares in the Issuer Company hereby appoint Capita IRG Trustees Limited as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Issuer Company to be held at 10.00 am (2.00 pm (BST)) on Wednesday 30 May 2012 (and at any adjournment thereof) as directed by an 'X' in the spaces below.

Vote withheld

RESOLUTIONS
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	RESOLUTIONS	how you wish to vote	For	Against
1.	To receive the Annual Report and Accounts for the year ended 31 December 2011
2.	To approve the 2011 remuneration report
3.		To declare a final dividend of 11.9 pence per Ordinary Share
4.	To re-appoint Robert Hiscox as a Director
5.	To re-appoint Bronislaw Masojada as a Director
6.	To re-appoint Robert Childs as a Director
7.	To re-appoint Stuart Bridges as a Director
8.	To re-appoint Richard Gillingwater as a Director
9.	To re-appoint Daniel Healy as a Director
	10. To re-appoint Ernst Jansen as a Director
	11. To re-appoint Dr James King as a Director
	12. To re-appoint Robert McMillan as a Director
	13. To re-appoint Andrea Rosen as a Director
	14. To re-appoint Gunnar Stokholm as a Director
	15. To re-appoint KPMG as auditors
		16. To authorise the Directors to set the auditors' remuneration
	17. To authorise the Directors to allot shares
	18. To increase the authorised share capital
	19. To dis-apply pre-emption rights
	20. To authorise the Company to purchase its own shares

Signature	Date

In the case of a corporation this Form of Direction should be given under its Common Seal or under the hand of an officer or attorney duly authorised in writing.

Notes

• 1. To be effective, this Form of Direction and the power of attorney or other authority (if any) under which it is signed, or a notarially or otherwise certified copy of such power or authority, must be deposited at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU United Kingdom not later than 72 hours before the time appointed for holding the meeting. Alternatively, depositary interest holders can lodge their voting instructions via CREST Electronic Proxy Appointment Service.
• 1. Any alterations made to this Form of Direction should be initialled.
• 1. Please indicate how you wish your votes to be cast by placing an 'X' in the box provided. On receipt of this form duly signed, you will be deemed to have authorised Capita IRG Trustees Limited to vote, or to abstain from voting, as they think fit.
• 1. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names stand in the Register of Depositary interests in respect of the joint holding.

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