Hiscox Limited

AGM Information • Apr 12, 2017

FORM OF DIRECTION HISCOX LTD – THE ISSUER COMPANY

Form of Direction for completion by Depositary Interests Holders representing shares on a one for one basis in the Issuer Company in respect of the Annual General Meeting to be held at Elbow Beach Hotel, 60 South Shore Road, Paget PG 04, Bermuda at 12.30 pm and via video link at 1 Great St Helen's, London EC3A 6HX at 4.30 pm BST on Thursday 18 May 2017.

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

I/We of being a holder of Depositary Interests representing shares in the Issuer Company hereby appoint Capita IRG Trustees Limited (the 'Depositary') 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 12.30 am (4.30 pm (BST)) on Thursday 18 May 2017 (and at any adjournment thereof) as directed by an 'X' in the spaces below.

RESOLUTIONS

Please mark 'X' to indicate how you wish to vote

For

Against Vote withheld

1.	To receive the Report and Accounts for the year ended
	31 December 2016

• 1. To approve the 2016 Directors' remuneration policy
• 1. To approve the 2016 Annual report on remuneration
• 1. To declare a final dividend of 19 pence per Ordinary Share
• 1. To re-appoint Lynn Carter as a Director.
• 1. To re-appoint Robert Childs as a Director.
• 1. To re-appoint Caroline Foulger as a Director.
• 1. To re-appoint Hamayou Akbar Hussain as a Director.
• 1. To re-appoint Ernst Jansen as a Director.
• 1. To re-appoint Colin Keogh as a Director.
• 1. To re-appoint Anne MacDonald as a Director.
• 1. To re-appoint Bronislaw Masojada as a Director.
• 1. To re-appoint Robert McMillan as a Director.
• 1. To re-appoint Gunnar Stokholm as a Director.
• 1. To re-appoint Richard Watson as a Director.
• 1. To appoint PricewaterhouseCoopers Ltd as auditors of the Company
• 1. To authorise the Audit Committee to set the auditors' remuneration
• 1. To authorise the Directors to allot shares
• 1. To dis-apply pre-emption rights
• 1. 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 Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, 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 the Depositary to vote, or to abstain from voting, as per your instruction. If no voting instruction is indicated, you will be deemed to have instructed the Depositary to abstain from voting on the specified resolution.
• 1. The Depositary will appoint the Chairman of the meeting as its proxy to cast your votes. The Chairman may also vote or abstain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.
• 1. The 'Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' or 'Against' a resolution.
• 1. Depositary Interests Holders wishing to attend the meeting should contact the Depositary at Capita IRG Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF or by email to custodymgt@capita.co.uk in order to request a letter of representation by no later than 4.30 pm (BST) on 15 May 2017.

Business Reply Licence Number RRHB-R SXJ-GKCY Business Reply Plus Licence Number RLUB-TBUX-EGUC

Proxy Processing Centre Telford Road BI CES TER OX26 4LD PXS 1 34 Beckenham Road Beckenham BR3 4ZF