Beazley PLC

AGM Information • Mar 17, 2025

Beazley plc

(Incorporated and registered in England and Wales under number 9763575)

Notice of 2025 Annual General Meeting and accompanying notes

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult an independent adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or another appropriately authorised independent adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all your shares in Beazley plc, please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Whether or not you propose to attend the Annual General Meeting, please complete and submit the enclosed Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be completed, signed and returned so as to reach the Company's Registrar, Equiniti Limited, by no later than 2.30pm on 16 April 2025. Alternatively, you can appoint a proxy or proxies electronically by visiting www.shareview.co.uk.

17 March 2025

Dear Shareholder

Notice of 2025 Annual General Meeting

I am pleased to be writing to you with details of the Beazley plc (the "Company") Annual General Meeting (the "AGM") which will be held in person at 2.30 pm on 22 April 2025 at 22 Bishopsgate, London, EC2N 4BQ.

You will find enclosed a Form of Proxy. Please complete, sign, and return the enclosed Form of Proxy as soon as possible in accordance with the instructions printed thereon, whether or not you intend to be present at the AGM. Forms of Proxy should be returned to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. Alternatively you can appoint a proxy or proxies electronically by visiting www.shareview.co.uk, where full details of the procedure are given. The proxy appointment and instructions must be received by Equiniti Limited no later than 2.30 pm on 16 April 2025.

For those shareholders who have elected to receive a hard copy of the Annual Report and Accounts for the financial year ended 31 December 2024, please find it enclosed. Shareholders who have not elected to receive the Annual Report and Accounts in hard copy can view it on the Company's website at www.beazley.com.

There will also be an opportunity for shareholders to ask questions at the meeting itself. Your Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings.

The formal notice of the AGM and resolutions to be proposed are set out on pages 3 – 5 of this document.

Yours faithfully

Clive Bannister Chair

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of Beazley plc (the "Company") will be held at 22 Bishopsgate, London, EC2N 4BQ on 22 April 2025 at 2.30 pm for the purpose of considering and, if thought fit, passing the following resolutions listed below of which resolutions numbered 1 to 18 inclusive will be proposed as ordinary resolutions and resolutions numbered 19 to 21 inclusive will be proposed as special resolutions:

Annual Report and Accounts

• 1 That the Accounts for the financial year ended 31 December 2024 together with the reports of the Directors and Auditors thereon be received.
• 2 That the Directors' Remuneration Report set out on pages 135 to 157 of the Annual Report and Accounts for the financial year ended 31 December 2024 be approved.

Dividends

3 That the payment of an interim dividend of 25 pence per ordinary share be approved and paid on 2 May 2025 to shareholders on the register of members on 21 March 2025 (being the record date).

Re-election of Directors

• 4 That Rajesh Agrawal be re-elected as a Director of the Company.
• 5 That Clive Bannister be re-elected as a Director of the Company.
• 6 That Adrian Cox be re-elected as a Director of the Company.
• 7 That Pierre-Olivier Desaulle be re-elected as a Director of the Company.
• 8 That Nicola Hodson be re-elected as a Director of the Company.
• 9 That Carolyn Johnson be re-elected as a Director of the Company.
• 10 That Fiona Muldoon be re-elected as a Director of the Company.
• 11 That John Reizenstein be re-elected as a Director of the Company.
• 12 That Cecilia Reyes Leuzinger be re-elected as a Director of the Company.
• 13 That Robert Stuchbery be re-elected as a Director of the Company.

Election of new Director

14 That Barbara Plucnar Jensen be elected as a Director of the Company.

Auditors

• 15 That EY be re-appointed as auditors of the Company to hold office until the conclusion of the next Annual General Meeting to be held in 2026.
• 16 That the remuneration of EY be determined by the Audit Committee of the Company.

Beazley plc savings-related share option plan for US employees

17 That the rules of the Beazley plc savings-related share option plan for US employees (the "US SAYE Plan") in the form produced to the Annual General Meeting, a summary of the principal terms of which are set out in Appendix 1 to this Notice of Annual General Meeting, be and are hereby approved, and the Directors of the Company be and are hereby authorised to adopt the US SAYE Plan and do all such acts and things as they may, in their absolute discretion, consider necessary or expedient to give effect to the US SAYE Plan.

Authority to allot shares

• 18 That the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company ("Rights"):
• (a) up to a maximum aggregate nominal amount of £10,650,035 (representing approximately one third of the Company's issued ordinary share capital); and
• (b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £21,300,071 (representing approximately two thirds of the Company's issued ordinary share capital) (that amount to be reduced by the aggregate nominal amount of shares allotted or Rights granted under paragraph (a) of this resolution) in connection with a pre-emptive offer:
  • (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • (ii) to holders of other equity securities as required by the rights attaching to those securities, or subject to those rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to expire (unless previously renewed, varied or revoked) at the end of the next Annual General Meeting of the Company after this Resolution 18 is passed or, if earlier, at the close of business on 22 July 2026 but, in each case, so that the Company may make offers and enter into agreements before that expiry which would, or might, require shares to be allotted or Rights to be granted after that expiry and the Directors may allot shares or grant Rights pursuant to any of those offers or agreements as if the authority had not expired.

Disapplication of pre-emption rights

• 19 That, in substitution for all existing powers and subject to the passing of Resolution 18 above, the Directors are generally empowered pursuant to section 570(1) of the Companies Act 2006 to allot equity securities for cash pursuant to the general authority conferred on them by Resolution 18 as if section 561 of the Companies Act 2006 did not apply to that allotment. This power:
• (a) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority in paragraph (b) of Resolution 18 by way of a pre-emptive offer only):
  • (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • (ii) to holders of other equity securities as required by the rights attaching to those securities, or subject to those rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

• (b) shall be limited to the allotment of equity securities for cash pursuant to the authority in paragraph (a) of Resolution 18 (otherwise than in the circumstances set out in paragraph (a) of this Resolution 19) up to an aggregate nominal amount of £1,597,505; and
• (c) expires (unless previously renewed, varied or revoked) at the end of the next Annual General Meeting of the Company after this resolution is passed or, if earlier, at the close of business on 22 July 2026 but so that the Company may make offers and enter into agreements before that expiry which would, or might, require equity securities to be allotted after that expiry and the Directors may allot equity securities pursuant to any of those offers or agreements as if this power had not expired; and
• (d) applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if in the first paragraph of this Resolution 19 the words "pursuant to the general authority conferred on them by Resolution 18" were omitted.

For the purposes of this Resolution 19, the expression "equity securities" and references to "allotment of equity securities" respectively have the meanings given to them in section 560 of the Companies Act 2006.

Market purchases

• 20 That the Company be generally and unconditionally authorised:
• (a) for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares in the capital of the Company on such terms and in such manner as the Directors shall from time to time determine, provided that:
  • (i) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 63,900,214 (representing approximately 10 per cent of the Company's issued ordinary share capital);
  • (ii) the minimum price (exclusive of any expenses) which may be paid for an ordinary share is not less than its nominal value;
  • (iii) the maximum price which may be paid for an ordinary share is in respect of an ordinary share contracted to be purchased on any day, not more than the higher of:
    • (1) an amount (exclusive of any expenses) equal to 105 per cent of the average of the middle market quotations of an ordinary share (as derived from the London Stock Exchange plc's Daily Official List) for the five business days immediately preceding the date on which that ordinary share is contracted to be purchased; and
    • (2) an amount (exclusive of any expenses) equal to the higher of (i) the price of the last independent trade of an ordinary share; and (ii) the highest current independent bid for an ordinary share on the London Stock Exchange at the time the purchase is carried out; and
• (iv) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution or, if earlier, at the close of business on 22 July 2026 but the Company may make a contract of purchase of any ordinary shares which would, or might, be concluded wholly or partly after that expiry and may make a purchase of ordinary shares pursuant to such a contract as if this authority had not expired; and
• (b) pursuant to section 724 of the Companies Act 2006 to hold as treasury shares any ordinary shares purchased pursuant to the authority conferred in paragraph (a) of this Resolution 20.

Notice for general meetings

21 That for the purpose of section 307A of the Companies Act 2006, the Directors be authorised to call general meetings of the Company other than Annual General Meetings on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the Company's 2026 Annual General Meeting.

By Order of the Board,

Christine Oldridge Company Secretary Beazley plc

Registered office: 22 Bishopsgate London EC2N 4BQ

17 March 2025

Notes

• 1 Shareholders entitled to attend, speak, and vote at this meeting may appoint one or more proxies to attend and, on a poll, vote in their place. A proxy need not be a shareholder of the Company. If a shareholder appoints more than one proxy to attend this meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the shareholder. If a shareholder wishes to appoint more than one proxy, he/she may photocopy the Form of Proxy or (an) additional Form(s) of Proxy may be obtained by visiting the Company's Registrar's, Equiniti, website at www.shareview.co.uk.
• 2 Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated (the "Relevant Member"), have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Relevant Member as to the exercise of voting rights. Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you. The statement of the rights of shareholders in relation to the appointment of proxies in note 1 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.
• 3 Only those members entered on the register of members of the Company at 6.30pm on 16 April 2025 (or, if the AGM is adjourned, at 6.30pm on the date which is two business days prior to the adjourned meeting, excluding any part of a day which is not a working day), shall be entitled to attend or vote at the aforesaid meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 6.30pm on 16 April 2025 (or, if the AGM is adjourned, at 6.30pm on the date which is two business days prior to the adjourned meeting, excluding any part of a day which is not a working day) shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the AGM or adjourned meeting.
• 4 A Form of Proxy is enclosed with this Notice. In order to be valid, a Form of Proxy must be returned duly completed (together with the original or a duly certified copy of the power of attorney or other authority, if applicable, under which it is signed) by one of the following methods no later than 2.30pm on 16 April 2025 (or 48 hours preceding the date and time for any adjourned meeting, excluding any part of a day which is not a working day):
  • in hard copy form by post, by courier or by hand to the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA;
  • you can submit your Form of Proxy at www.shareview.co.uk. Full instructions are given on the website. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes. The use by members of the electronic proxy appointment service will be governed by the terms and conditions of use which appear on the website;
  • in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out on page 8; or
  • in the case of Proxymity members, by utilising the electronic Proxymity platform in accordance with the procedures set out on page 8.

Completing and returning the Form of Proxy will not preclude shareholders from attending and voting in person at the AGM should they wish to do so.

• 5 If you return paper and electronic proxy instructions, those received last by the Registrar before the latest time for receipt of proxies will take precedence. You are advised to read the website terms and conditions of use carefully.
• 6 As at 3 March 2025, being the last practicable date prior to the publication of this Notice, the Company's issued share capital consisted of 639,002,140 ordinary shares of five pence each ("Ordinary Shares"), none of which were held in treasury. The total voting rights in the Company as at 3 March 2025 was 639,002,140.
• 7 Copies of the following documents are available for inspection upon request from the date of this notice until the conclusion of the AGM. To view copies of the following documents, please email the Company Secretary at corporategovernance@beazley.com to arrange an appointment:
  • (i) Executive Directors' service agreements;
  • (ii) Non-Executive Directors' letters of appointment; and
  • (iii) a copy of the Beazley plc savings-related share option plan for US employees
• 8 It is possible that, pursuant to requests made by members of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on its website a statement setting out any matter relating to the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the AGM or relating to any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual reports and accounts were laid. The Company may not require the members requesting such website publication to pay its expenses in complying with section 527 or 528 of the Companies Act 2006 and it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on its website.
• 9 A member attending the AGM has the right to ask questions relating to the business being dealt with at the AGM in accordance with section 319A of the Companies Act 2006. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if (a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.
• 10 In accordance with section 311A of the Companies Act 2006, the contents of this Notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the AGM, the total voting rights members are entitled to exercise at the AGM and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice, together with a copy of the Annual Report and Accounts 2024, can be found on the Company's website at www.beazley.com.
• 11 Except as set out in the notes to this Notice, any communication with the Company in relation to the AGM, including in relation to proxies, should be sent to the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. No other means of communication will be accepted. In particular, you may not use any electronic address provided either in this Notice or in any related documents (including the Annual Report and Accounts for the year ended 31 December 2024 or the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.

NOTE FOR CREST SHAREHOLDERS: Electronic proxy appointment through CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST proxy instruction) must be properly authenticated in accordance with Euroclear UK and Ireland's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST manual which can be viewed at www.euroclear.com. The message, regardless of whether it constitutes the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent, Equiniti Limited, (CREST Participant ID RA19) by 2.30pm on 16 April 2025 (or 48 hours preceding the date and time for any adjourned meeting, excluding any part of a day which is not a working day). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST proxy instruction in the circumstances set out in 35(5)(a) of the Uncertificated Securities Regulations 2001.

NOTE FOR INSTITUTIONAL INVESTORS: Electronic proxy appointment through Proxymity

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2.30pm on 16 April 2025 (or 48 hours preceding the date and time for any adjourned meeting, excluding any part of a day which is not a working day) in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Explanatory Notes on the Business of the AGM

Resolution to Receive the Annual Report and Accounts for the financial year ended 31 December 2024 and the Directors' Report and Auditors' Report on these (Resolution 1)

The Directors are required to present to the AGM the accounts, and the reports of the Directors and auditors, for the financial year ended 31 December 2024. These are contained in the Company's Annual Report and Accounts 2024.

Resolution that the Directors' Remuneration Report for the financial year ended 31 December 2024 be approved (Resolution 2)

The Company is required under section 439 of the Companies Act 2006 to ask shareholders to approve the Directors' Remuneration Report which is included in the Annual Report and Accounts 2024. This can be viewed on the Company's website at www.beazley.com and is available to shareholders on request. The resolution is advisory and does not affect the remuneration paid to any Director.

The Company's auditors for the financial year ended 31 December 2024, EY, have audited those parts of the Directors' Remuneration Report which are required to be audited and their report may be found in the Annual Report and Accounts.

Resolution to approve the payment of an interim dividend (Resolution 3)

That the payment of an interim dividend of 25 pence per ordinary share be approved and paid on 2 May 2025 to shareholders on the register of members on 21 March 2025 (being the record date). The dividend strategy is included on page 250 of the Annual Report and Accounts 2024 available on the Company's website at www.beazley.com.

Re-election of Directors (Resolutions 4 to 13 inclusive)

In compliance with the UK Corporate Governance Code's provision on the annual re-election of all Directors, all Directors wishing to seek re-election are submitted for re-election and are recommended by the Board. The Board currently has 11 Directors (comprising a Non-Executive Chair, two Executive Directors and eight other independent Non-Executive Directors), whose experience and expertise are derived from a range of industries, sectors, jurisdictions and personal characteristics that provide an invaluable perspective on the Company's business and who devote sufficient time to discharge their duties. The Nomination Committee considers the balance of the Board and the diversity and mix of skills, knowledge, and experience of its members. The Nomination Committee report begins on page 109 of the Annual Report and Accounts 2024 available on the Company's website at www.beazley.com.

The Board extended the appointment of Robert Stuchbery, who would be serving a term in excess of nine years from August 2025. Robert continues to bring strong challenge to the Board and its committees and his appointment has been extended for a further year until the 2026 AGM, subject to annual reappointment at the AGM. The Nomination Committee carried out a rigorous assessment of Robert's continuing independence, taking into account the short period over which he is expected to be appointed beyond nine years (August 2025 to April 2026). Robert has continued to provide due challenge to management, and his continued appointment supports the mixture of lengths of tenure of the remaining Directors. His continued appointment also benefits the Beazley Furlonge Limited Board with Robert remaining as its Chair to support an orderly Chair succession. The Committee concluded that he would continue to remain independent over the remaining period.

The Nomination Committee has considered and approved the proposed re-election of:

Rajesh Agrawal (Non-Executive Director)

Experience and contribution: Raj currently serves as the Senior Vice President and Chief Financial Officer of Arrow Electronics, Inc. Before his appointment at Arrow, he was the Executive Vice President and Chief Financial Officer at Western Union from 2014 until 2022 and a member of the executive team responsible for leading Western Union's global finance organisation. Raj's considerable finance leadership experience brings financial strength to the Board, and a commercial viewpoint, as well as knowledge of the US market and environment. During 2023, Raj was also appointed as an independent Non-Executive Director on one of Beazley's US subsidiary Boards. Raj brings the following key skills which support his re-election to the Board: finance, financial reporting and planning, strategy, operations, audit, international business development and investor relations.

Appointed: 1 August 2021.

Key external appointments: Senior Vice President and Chief Financial Officer at Arrow Electronics, Inc.

Independent: Yes

Committee membership: Audit Committee, Remuneration Committee.

Clive Bannister (Chair / Non-Executive Director)

Experience and contribution: Clive was previously Chief Executive of Phoenix Group plc from 2011 until retiring in March 2020, where he led the transformation of the Group and its progression to the FTSE 100. Prior to that, Clive had a long and distinguished career at HSBC Group, including leadership roles in private banking and insurance. He has previously held several non-executive directorships as well as his current external chair roles. Clive brings considerable leadership experience to the Board as well as extensive strategic and commercial experience and knowledge of the UK listing environment, capital markets and investor relations. Clive brings the following key skills which support his re-election to the Board: significant strategy, transformation experience, mergers and acquisitions, commerce, banking and insurance, leadership and governance.

Appointed: 8 February 2023. Appointed as Chair on 25 April 2023.

Independent: Yes.

Key external appointments: Chair of Rathbones Group plc and the London Museum.

Committee membership: Nomination Committee (Chair).

Adrian Cox (Executive Director)

Experience and contribution: Prior to his appointment as Chief Executive in April 2021, Adrian was Chief Underwriting Officer at Beazley from January 2019. Adrian has vast leadership and underwriting experience gained throughout his career at Beazley, which he joined in 2001. He began his career at Gen Re in 1993. Adrian has a deep understanding of the Group's strategy and business across all platforms and distribution channels, has considerable underwriting experience and market knowledge and has built a strong and experienced executive leadership team to deliver Beazley's strategy. Adrian's strong leadership as Group Chief Executive continues to contribute to the sustainable growth and the long-term success of Beazley. Adrian brings the following key skills which support his re-election to the Board: insurance, management, international business development, strategy, leadership, people management, stakeholder management and governance.

Appointed: 6 December 2010*. Appointed as Chief Executive in April 2021.

Key external appointments: None.

Independent: No.

Committee membership: Disclosure Committee, Executive Committee.

*As Adrian Cox was appointed prior to 13 April 2016 (being the date that Beazley plc became the holding company of the Beazley Group) this appointment date refers to his representation on the Beazley Ireland Holdings plc Board (formerly Beazley plc).

Pierre-Olivier Desaulle (Non-Executive Director)

Experience and contribution: Pierre-Olivier served as Chief Executive of Hiscox Europe until 2017 and has held a number of other executive roles within the (re)insurance industry including at Marsh. He began his career in insurance with Marsh assisting with the integration of a leading French broker. From February to December 2024, Pierre-Olivier was a non-executive director at the InsurTech start up, Pattern Insurance, having previously held the position of Chief Insurance Officer. In January 2025, he was appointed as Chair of the Oversight Committee of Swan SAS. Pierre-Olivier brings considerable insurance industry experience to the Board, as well as strategy and leadership skills and first-hand knowledge of the InsurTech market. He has been a Non-Executive Director of Beazley Insurance dac since 2017 and has chaired the Beazley Insurance dac Board since 2021. He was appointed the Senior Independent Non-Executive Director of Beazley plc on 25 April 2024 following the 2024 AGM. Pierre-Olivier brings the following key skills which support his re-election to the Board: insurance, reinsurance, strategy, operations and distribution, change management, risk management, mergers and acquisitions and information technology.

Appointed: 1 January 2021.

Independent: Yes.

Key external appointments: Chair of the Oversight Committee, Swan SAS.

Committee membership: Nomination Committee, Risk Committee.

Nicola Hodson (Non-Executive Director)

Experience and contribution: Nicola was appointed as the Chair of IBM, for the UK and Ireland division in January 2025, having previously held the role of Chief Executive Officer. Prior to joining IBM, Nicola was Vice President of Field Transformation, for Microsoft Global Sales and Marketing and prior to this Chief Operating Officer for Microsoft UK. Nicola was formerly a Non-Executive Director at Ofgem, a Board member at the UK Council for Child Internet Safety and at the Child Exploitation and Online Protection Group. Nicola brings varied and diverse skills to the Board through her executive roles in the technological sector, with a focus on transformation and technology. She is skilled in engaging with various stakeholders and public bodies. She also has extensive UK listed company knowledge and experience to contribute through her other Non-Executive role. Nicola demonstrates the required skills, knowledge, and attributes to effectively chair the Remuneration Committee. Nicola brings the following key skills which support her re-election to the Board: strategy, leadership and change management, business and digital transformation, information technology, sales and marketing, stakeholder engagement, investor relations, cloud and data analytics, cyber and information security.

Appointed: 10 April 2019.

Independent: Yes.

Key external appointments: Chair of IBM, UK and Ireland (a private limited company), Non-Executive Director of Drax Group plc and Remuneration Committee Chair.

Committee membership: Remuneration Committee (Chair), Risk Committee.

Carolyn Johnson (Non-Executive Director)

Experience and contribution: Carolyn has over 40 years of experience in the insurance industry, with a particular focus on the US market. In her last executive role, Carolyn was Chief Transformation Officer at AIG, where she successfully led an ambitious modernisation and cost reduction programme. Carolyn is currently serving as a Non-Executive Director of Legal & General Group plc, where she is a member of its Audit, Risk and Nominations and Corporate Governance Committees. She also serves on the board of Kuvare, a private insurance holding and asset management company. Carolyn brings deep leadership and transformational management experience to the Board as well as strengthening the Board's US insurance market knowledge. Her existing non-executive directorship of Legal & General also means she understands our obligations as a listed insurer. Carolyn is also Chair of Beazley Holdings, Inc., Beazley Insurance Company, Inc. and Beazley Excess and Surplus Insurance, Inc. Carolyn brings the following key skills which support her re-election to the Board: transformation and change, leadership and management, strategy, insurance (particularly in the United States), operations, mergers and acquisitions.

Appointed: 1 March 2024.

Independent: Yes.

Key external appointments: Non-Executive Director of Legal & General Group plc (and member of its Data and Technology Committee), Non-Executive Director of Kuvare Holdings.

Committee membership: Nomination Committee, Risk Committee.

Fiona Muldoon (Non-Executive Director)

Experience and contribution: Fiona has over 30 years' experience in the insurance industry. Fiona was the Chief Executive of FBD Holdings plc, a listed general insurer in Ireland, from 2015 to 2020. Prior to that Fiona was Director of Credit Institutions and Insurance Supervision at the Central Bank of Ireland, the Irish regulator. Fiona spent 17 years of her career with XL group in various progressively senior finance and general management positions. Fiona brings knowledge of the global P&C insurance industry, regulatory knowledge, and strong leadership skills to the Board, through her executive career and non-executive positions. Fiona's appointment to the Board of Admiral Group plc brings further UK listed company knowledge and experience to the Board. Fiona demonstrates the required skills and attributes to effectively chair the Risk Committee and was appointed to this role during 2023. Fiona was also appointed as Employee Voice of the Board in November 2022. Fiona brings the following key skills which support her re-election to the Board: Insurance, strategy, stakeholder management, regulatory knowledge, governance, finance, capital management, risk management, investor relations and leadership.

Appointed: 31 May 2022.

Independent: Yes.

Key external appointments: Independent Non-Executive Director and Audit Committee Chair of Admiral Group plc.

Committee membership: Audit Committee, Risk Committee (Chair).

John Reizenstein (Non-Executive Director)

Experience and contribution: John has more than 30 years' experience in financial services. He was Chief Financial Officer of Direct Line Insurance Group plc, until 2018 when he retired. Prior to that he held senior positions in insurance and banking at Co-operative Financial Services and in investment banking at Goldman Sachs and UBS. Through his previous role as the Chief Financial Officer of a FTSE 100 company and his non-executive directorships, John brings considerable financial leadership, corporate governance and capital markets experience to the Board and its Audit Committee. Through recent and relevant financial experience, Non-Executive Directorships, and his knowledge of Beazley, he is able to effectively chair the Audit Committee and challenge management on financial reporting and internal control matters. John is also a Non-Executive Director of Beazley Furlonge Limited. John brings the following key skills which support his re-election to the Board: finance, strategy, leadership, investment, capital management, risk management and mergers and acquisitions.

Appointed: 10 April 2019.

Independent: Yes.

Key external appointments: Chair of Investec Bank plc and Chair of Farm Africa.

Committee membership: Audit Committee (Chair), Nomination Committee, Risk Committee.

Cecilia Reyes Leuzinger (Non-Executive Director)

Experience and contribution: Cecilia has more than 30 years' experience in banking, asset management and insurance covering Europe, Asia Pacific, and the Americas with a focus on investment management and risk. Cecilia held senior roles in risk, as Group Chief Risk Officer and Group Chief Investment Officer during her 17-year career with Zurich Insurance Group. Prior to this, Cecilia spent her career at ING Barings, ING Asset Management and Credit Suisse Group in various senior roles. Cecilia also brings insurance industry experience to the Board, and considerable risk management and investments insight to Board discussions. Cecilia brings the following key skills which support her re-election to the Board: risk management, insurance investment management, strategy, leadership and management, capital and responsible investment strategy.

Appointed: 31 May 2022.

Independent: Yes.

Key external appointments: Member of the Supervisory Board and Risk Committee Chair of NN Group NV and Non-Executive Director and Investment Committee Chair of Riverstone International Holding Ltd.

Committee membership: Audit Committee, Nomination Committee, Remuneration Committee, Risk Committee.

Robert Stuchbery (Non-Executive Director)

Experience and contribution: Robert served as the president of international operations of The Hanover Group until May 2016, when he retired. Prior to this, he was Chief Executive Officer of Chaucer until 2015. Before his appointment to the Chaucer Board, Robert held numerous management roles at the company for over 25 years. Robert has previously served as a member of the London Market Group, was Deputy Chairman of the Lloyd's Market Association Board and is currently a Liveryman of The Worshipful Company of Insurers. Robert brings extensive insurance industry insight to the Board, particularly Lloyd's market knowledge, as well as leadership and strategy skills. Robert has made significant contributions to the Board since his appointment in 2016 and continues to provide valuable contributions to the wider Group. He is also Chair of Beazley Furlonge Limited. Robert brings the following key skills which support his re-election to the Board: insurance, risk management, distribution, operations, strategy and deep Lloyd's market knowledge.

Appointed: 11 August 2016.

Independent: Yes.

Key external appointments: None

Committee membership: Audit Committee, Nomination Committee, Remuneration Committee, Risk Committee.

All the proposed appointees have been subject to a formal evaluation procedure in the last 12 months. Following that evaluation procedure, the Chair confirms the continuing commitment, independence in character and judgement and effective contribution of Rajesh Agrawal, Pierre-Olivier Desaulle, Nicola Hodson, Carolyn Johnson, Fiona Muldoon, John Reizenstein, Cecilia Reyes Leuzinger and Robert Stuchbery to their roles and recommends their re-election.

Election of New Director (resolution 14)

Barbara Plucnar Jensen (Executive Director) is standing for election by the shareholders for the first time and is therefore seeking election through a separate resolution numbered 14.

Experience and contribution: Barbara joined Beazley in May 2024 as the Group's Chief Financial Officer. She previously served as Group Chief Financial Officer at Tryg A/S, the largest non-life insurer in Scandinavia, from March 2019 to November 2023. Prior to this, she served in various roles at ISS Group and as Chief Financial Officer at ISS UK & Ireland, as well as at Danske Bank, where she held several management positions for 13 years. Barbara has over 25 years of experience in the financial services industry. Barbara's broad experience across financial services in Europe brings significant financial skills to the Board. This is complemented by her strategic and commercial expertise, which make Barbara a valuable contributor both to the Board and the executive leadership team. Barbara brings the following key skills which support her election to the Board: corporate finance, strategy, finance change and transformation, mergers and acquisitions, investments, capital markets, investor relations, leadership, sustainability, people management and governance.

Appointed: 21 May 2024.

Independent: No.

Key external appointments: Director of Matas A/S (Denmark) and Audit Committee Chair.

Committee membership: Disclosure Committee, Executive Committee.

Auditors (Resolutions 15 and 16)

The Company is required, at each AGM at which accounts are presented, to appoint auditors to hold office until the next such meeting. EY has indicated its willingness to continue in office and details of the Audit Committee's assessment of EY's effectiveness and independence are included on pages 121 and 122 of the Annual Report and Accounts 2024, available on the Company's website at www.beazley.com. Accordingly, Resolution 15 proposes the re-appointment of EY as the auditors to the Company following the recommendation of the Audit Committee.

Resolution 16 authorises the Audit Committee to determine EY's remuneration.

Beazley plc savings-related share option plan for US employees (Resolution 17)

Shareholder approval is being sought for the renewal of the all-employee share option plan for participating US employees (the "US SAYE Plan"). This plan is intended to replace the current savings-related share option plan for US employees which is due to expire in 2026.

The renewed plan, for which shareholder approval is being sought, retains the key features of the current savingsrelated share option plan for US employees, and has been updated to ensure the US SAYE Plan continues to be considered a qualifying Employee Stock Purchase Plan under section 423 of the Internal Revenue Code of 1986.

Authority of Directors to allot shares (Resolution 18)

Under the Companies Act 2006, the Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by the shareholders in a general meeting. Accordingly, Resolution 18 seeks to grant an authority under section 551 of the Companies Act 2006 to authorise the Directors to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company. This resolution will expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, 22 July 2026. Upon the passing of this resolution, the Board will have authority (pursuant to paragraph (a) of the resolution) to allot relevant securities up to a maximum aggregate nominal amount of £10,650,035 representing approximately one third of the current issued ordinary share capital of the Company as at 3 March 2025, being the latest practicable date before the publication of this Notice. In addition, in accordance with the latest institutional guidelines from the Investment Association ("IA") on the expectations of institutional investors in relation to the authority of Directors to allot shares, upon the passing of this resolution the Board will have authority (pursuant to paragraph (b) of the resolution) to allot an additional number of ordinary shares up to a maximum aggregate nominal amount of £21,300,071 which represents approximately an additional one third of the current issued ordinary share capital as at 3 March 2025 being the latest practicable date before the publication of this Notice. However, the Directors will only be able to allot those shares for the purposes of a pre-emptive offer in which the new shares are offered to existing shareholders in proportion to their existing shareholdings.

As a result, if this resolution is passed, the Board could allot shares representing up to two-thirds of the current issued ordinary share capital pursuant to a pre-emptive offer.

There is no present intention of exercising this authority except in connection with the Company's employee share schemes. However, it is considered prudent to maintain the flexibility that this authority provides. If they do exercise the authority, the Directors intend to follow emerging best practice as regards its use as recommended by the IA.

As of 3 March 2025, being the last practicable date prior to the publication of this Notice, the Company did not hold any treasury shares.

Disapplication of pre-emption rights (Resolution 19)

Under section 561(1) of the Companies Act 2006, if the Directors wish to exercise the authority under Resolution 18 and allot any shares for cash, or grant rights to subscribe for, or convert securities into, shares, they must offer them in the first instance to existing shareholders in proportion to their existing shareholdings. In certain circumstances, it may be in the best interests of the Company to allot new shares (or to grant rights over shares) for cash without first offering them to existing shareholders in proportion to their shareholdings. This cannot be done under the Companies Act 2006 unless the shareholders have first waived their pre-emption rights.

Resolution 19, which is to be proposed as a special resolution and which is conditional on Resolution 18 having been passed, asks the shareholders to do this by allowing the Directors to allot shares (including treasury shares) for cash (i) by way of a pre-emptive offer in which the new shares are offered to existing shareholders in proportion to their existing shareholdings; and (ii) up to a maximum aggregate nominal amount of £1,597,505; which is equivalent to 5 per cent of the nominal amount of the issued share capital of the Company on 3 March 2025, being the latest practicable date prior to the publication of this Notice, without having to first offer them to shareholders in proportion to their existing holdings.

If given, the authority contained in Resolution 19 will expire at the conclusion of the next Annual General Meeting in 2026 or, if earlier, 22 July 2026. The Directors intend to renew such power at subsequent Annual General Meetings in accordance with current best practice.

The disapplication authority under Resolution 19 is within the guidance set out in the Pre-Emption Group's 2022 Statement of Principles. The Directors have no current plans to allot shares, except in connection with employee share schemes.

Authority for the Company to purchase its own shares (Resolution 20)

This resolution gives the Company the authority to buy back Ordinary Shares in accordance with the Companies Act 2006. The maximum aggregate number of Ordinary Shares that may be purchased pursuant to this authority will be limited to 63,900,214 Ordinary Shares, which represents approximately 10 per cent of the Company's issued ordinary share capital as at 3 March 2025, being the latest practicable date before the publication of this Notice. The authority would expire at the conclusion of the 2026 Annual General Meeting or, if earlier, 22 July 2026. The Board intends to seek renewal of this power at subsequent Annual General Meetings in accordance with current best practice.

The minimum price (excluding expenses) that may be paid by the Company for an Ordinary Share is its nominal value and the maximum price which may be paid by the Company for an Ordinary Share is the higher of:

• (a) an amount (excluding expenses) equal to 105 per cent of the average of the middle market quotations of an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that Ordinary Share is contracted to be purchased; and
• (b) an amount (excluding expenses) equal to the higher of (i) the price of the last independent trade of an Ordinary Share; and (ii) the highest current independent bid for an Ordinary Share on the London Stock Exchange at the time the purchase is carried out.

Any buy back of Ordinary Shares would be made on the London Stock Exchange.

The Directors will exercise this power only when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be in the best interests of shareholders. The Directors consider it to be desirable for this general authority to be available to provide flexibility in the management of the Company's capital resources over the next 12 months. In addition, other investment opportunities, appropriate gearing levels and the overall position of the group will also be taken into account when determining whether to exercise this authority.

The Company may hold in treasury any of its own shares that it purchases pursuant to the authority conferred by this resolution. This gives the Company the ability to reissue treasury shares quickly and cost-effectively and provides the Company with greater flexibility in the management of its capital base. It also gives the Company the opportunity to satisfy employee share scheme awards with treasury shares. Accordingly, if the Directors exercise the authority conferred by this resolution, the Company will have the option of holding those shares in treasury, rather than cancelling them. The Directors will have regard to any guidelines published by investor groups in force at the time of any market purchase, holding or resale of treasury shares.

In the financial year ended 31 December 2024, the Company purchased and cancelled 37,263,583 of its own shares. In the period from 1 January 2025 to 3 March 2025 (being the latest practicable date prior to the publication of this Notice), the Company did not purchase any of its own shares.

The total number of options to subscribe for shares outstanding as at 3 March 2025, being the latest practicable date before the publication of this Notice, was 18,072,550. This represents 2.8 per cent of the issued share capital at that date. If the Company was to buy back the maximum number of Ordinary Shares permitted pursuant to this resolution, then the total number of options to subscribe for Ordinary Shares outstanding at 3 March 2025 would represent 3.1 per cent of the reduced share capital.

Notice period for general meetings (Resolution 21)

The Companies (Shareholders' Rights) Regulations 2009 (the "Shareholders' Rights Regulations") increased the notice period for general meetings to 21 clear days unless shareholders approve a shorter period, which cannot be less than 14 clear days. Resolution 21 seeks the approval of shareholders to grant the authority to be able to call general meetings (other than an Annual General Meeting) on not less than 14 clear days' notice. The flexibility offered by Resolution 21 will be used where, taking into account the circumstances, the Directors consider this appropriate in relation to the business to be considered at the meeting and in the interests of the Company and shareholders as a whole. In doing so, the Directors will note the recommendations of the UK Corporate Governance Code.

The Company will meet the requirements for electronic voting under the Shareholders' Rights Regulations before calling a general meeting on less than 21 clear days' notice. If given, the approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.

APPENDIX 1

Summary of the Beazley plc savings-related share option plan for US employees 2025

The principal terms of the Beazley plc savings-related share option plan for US employees (the 'US SAYE Plan') are summarised below.

Overview

The Plan is an "all-employee" share option plan which will give participating US employees ("Optionholders") the opportunity to acquire ordinary shares in the Company ("Shares") using between \$10 and £500 a month or such other amount permitted under the relevant legislation.

The Plan has been designed to satisfy the requirements of section 423 of the Internal Revenue Code so that options ("Options") granted under it will offer beneficial tax treatment to the Optionholder and the member of the group employing the Optionholder.

Savings contracts

Under the Plan, employees will be required to make regular savings in accordance with a savings contract (a "Savings Contract").

Eligibility

Each person who is an employee for tax purposes (excluding any part-time employee working less than 20 hours per week and any temporary employee working pursuant to a contract for less than 5 months temporary employment) of any subsidiary that employs US persons (which is a designated subsidiary for the purposes of the Plan) and has been in continuing employment for a minimum 1 month period prior to the first day of any invitation period will be invited to join the Plan.

Exercise price

The proceeds of the Savings Contract can be used to exercise an Option to acquire Shares at an exercise price set at the date of invitation, which may not be less than 85% of the market value of a Share on the date the Option is granted.

When calculating the market value of a Share for setting the exercise price, the average middle quotation of a Share for the dealing day immediately preceding the date of grant as derived from the Official List of the London Stock Exchange shall be used for Shares listed on the Official List.

The value shall be converted into US dollars using the currency exchange rate quoted by the Financial Times in effect on that date, and shall not be adjusted to reflect any subsequent change in currency exchange rates.

Exercise of Options

Ordinarily, an Option may be exercised between the second anniversary of the date of grant and the last day of the twenty-seventh month following the date of grant (the "Expiration Date").

Cessation of employment

• If an Optionholder dies whilst holding an Option, his personal representatives will have up to six months from the date of death to exercise the Option.
• An Optionholder may also exercise Options for a period of up to six months following the date of termination of employment by reason of disability.
• Options may also be exercised for a period of up to three months from the date the Optionholder ceases employment due to injury, position elimination or retirement, or his employment being transferred such that he is no longer an employee of the Company or a designated subsidiary for the purposes of the Plan.
• In the event that the Optionholder has committed wilful fraud or material dishonesty, deliberately or intentionally failed to substantially perform his duties resulting in material harm to the Company, or where the employee has been convicted of or entered a plea of no contest to a criminal charge with respect to the commission of a felony, Options will lapse on the termination of the Option-holder's employment for one of the aforementioned reasons.

Where an Optionholder ceases to hold office or employment for any other reason, unvested Options will usually lapse on cessation and vested Options may be exercised for 30 days thereafter.

Corporate events

Options may be exercised early on the occurrence of a corporate event, for example where a general offer is made to acquire the whole of the issued ordinary share capital of the Company, where the court sanctions a compromise or arrangement for the purposes of a change of control of the Company or where there is a mandatory winding up.

Options may also be exchanged for options over shares in an acquiring company in certain circumstances.

Overall Plan limits

In any ten year period, the number of Shares which may be issued under the Plan and under any other employees' share plan adopted by the Company may not exceed ten per cent of the issued share capital of the Company from time to time.

In addition, the number of Shares which may be used to satisfy options granted to US employees may not exceed 5 million Shares.

These limits may be adjusted in the event of a variation of the Company's share capital or similar events.

Amendments

The Board, by way of resolution, may amend the rules of the Plan provided that prior approval of the Company's shareholders in a general meeting is obtained for amendments to the advantage of eligible employees or Optionholders.

No amendment which would adversely affect any existing Optionholder rights may be made unless the Board has obtained prior approval by the majority of those Optionholders.

However, any minor amendment to the Plan to benefit administration, to take into account legislative changes, or to obtain or maintain favourable tax treatment, exchange control or regulatory treatment may be made by the Board without shareholder approval.

Variation of share capital

In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company, the Board may make such adjustments as it considers appropriate provided that no variation is made which would result in the exercise price for a Share being less than its nominal value.

Termination

The Plan will terminate on the tenth anniversary of its approval by shareholders.

Benefits not pensionable

Optionholders have no rights to pension in respect of Plan benefits.

Options not transferable

Options granted under the Plan are not transferable other than to the Optionholder's personal representatives in the event of death.