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Hiscox Limited

Proxy Solicitation & Information Statement Apr 11, 2019

6225_agm-r_2019-04-11_a9eddb8e-ea9c-43a5-8756-e142970f31ab.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD HISCOX LTD – ANNUAL GENERAL MEETING

To be held at the Elbow Beach Hotel, 60 South Shore Road, Paget PG 04, Bermuda at 12.30 pm (local time) and via video link at 1 Great St Helen's, London EC3A 6HX on Thursday, 16 May 2019 (4.30 pm BST). If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of person attending Name of person attending
Address of person attending
FORM OF PROXY
HISCOX LTD – ANNUAL GENERAL MEETING
PLEASE COMPLETE IN BLOCK CAPITALS
I/We
of
being a member of the Company hereby appoint the Chairman of the meeting or (see note 1)
following resolutions:
Please tick here if this proxy appointment is one of multiple appointments being made:
as my/our proxy at the Annual General Meeting of the Company to be held at 12.30 pm (local time, 4.30 pm (BST) on Thursday,
16 May 2019 and at any adjournment thereof. I/we have indicated with an 'X' how I/we wish my/our votes to be cast on the
RESOLUTIONS
Please mark 'X' to indicate
how you wish to vote
withheld
Against
Vote
For
1.
To approve the Annual Report and Accounts for the
year ended 31 December 2018
To assist with arrangements, if you intend attending
the meeting in person please place a 'X' in the
2.
To approve the annual report on remuneration 2018
relevant box:
3.
To approve a final dividend of 28.6 cents per Ordinary Share
Bermuda
London
4.
To re-appoint Robert Childs as a Director
5.
To re-appoint Caroline Foulger as a Director
6.
To re-appoint Michael Goodwin as a Director
7.
To re-appoint Thomas Hürlimann as a Director
Signature
8.
To re-appoint Hamayou Akbar Hussain as a Director
9.
To re-appoint Colin Keogh as a Director
Date
10. To re-appoint Anne MacDonald as a Director A corporation must execute the Form
11. To re-appoint Bronislaw Masojada as a Director of Proxy under either its common
12. To re-appoint Constantinos Miranthis as a Director seal or the hand of a duly authorised
13. To re-appoint Lynn Pike as a Director officer or attorney.
    1. To re-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 dis-apply pre-emption rights on an additional 5% of shares
      1. To authorise the Company to purchase its own shares

NOTES

    1. If you wish to appoint a person other than the Chairman, please insert the name of chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
    1. To appoint more than one proxy, additional proxy forms may be obtained by contacting the registrars helpline by telephone on 0333 207 5965* (from within the UK) or +44 (0)121 415 0269 (from outside the UK) or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the reply-paid envelope provided.
    1. Unless otherwise indicated on this Form of Proxy the proxy will vote as he/she thinks fit or, at his/her discretion, abstain from voting on any business of the meeting. On any other business which may properly come before the Annual General Meeting, the proxy will act at his/her discretion.
    1. To be valid, the Form of Proxy (and the power of attorney or other authority (if any) under which it is signed) must arrive not later than 48 hours before the time of the meeting at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. You may also deliver by hand to Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom during usual business hours.
    1. The 'Vote Withheld' option is to enable a shareholder 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. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting or adjourned meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
    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 established by the order in which the names stand in the register in respect of the joint holding.
    1. Any alterations to this Form of Proxy should be initialled.

*Lines open 8.30 am-5.30 pm (BST) Mon-Fri, except for bank holidays in England and Wales.

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