Hiscox Limited

Proxy Solicitation & Information Statement • Apr 11, 2019

FORM OF DIRECTION HISCOX LTD

Form of Direction for completion by Depositary Interests Holders representing shares on a one-for-one basis in Hiscox Ltd in respect of the 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 at 4.30 pm BST on Thursday, 16 May 2019.

FORM OF DIRECTION HISCOX LTD – ANNUAL GENERAL MEETING

PLEASE COMPLETE IN BLOCK CAPITALS

I/We	of

being a holder of Depositary Interests representing shares in Hiscox Ltd hereby instruct Wealth Nominees Limited (the 'Depositary') to vote for me/us and on my/our behalf at the Annual General Meeting of Hiscox Ltd to be held at 12.30 pm (local time, 4.30 pm (BST)) on Thursday, 16 May 2019 (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	withheld Vote
1.	To approve the Annual Report and Accounts for the year ended 31 December 2018
2.	To approve the annual report on remuneration 2018
3.	To approve a final dividend of 28.6 cents per Ordinary Share					Signature
4.	To re-appoint Robert Childs as a Director
5.	To re-appoint Caroline Foulger as a Director					Date
6.	To re-appoint Michael Goodwin as a Director						In the case of a corporation this Form
7.	To re-appoint Thomas Hürlimann as a Director						of Direction should be given under its
8.	To re-appoint Hamayou Akbar Hussain as a Director						Common Seal or under the hand of
9.	To re-appoint Colin Keogh as a Director						an officer or attorney duly authorised in writing.
	10. To re-appoint Anne MacDonald as a Director
	11. To re-appoint Bronislaw Masojada as a Director
	12. To re-appoint Constantinos Miranthis as a Director
	13. To re-appoint Lynn Pike as a Director
	14. To re-appoint Richard Watson as a Director
	15. To re-appoint PricewaterhouseCoopers Ltd as auditors of the Company
	16. To authorise the Audit Committee to set the auditors' remuneration
	17. To authorise the Directors to allot shares
	18. To dis-apply pre-emption rights
	19. To dis-apply pre-emption rights on an additional 5% of shares
	20. To authorise the Company to purchase its own shares

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 Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, 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 Wealth Nominees Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, or by email to proxyvotes@equiniti.com, in order to request a letter of representation by no later than 4.30 pm (BST) on 13 May 2019.