Beazley PLC — M&A Activity 2026

Apr 29, 2026

Company Number: 9763575

THE COMPANIES ACT 2006

SPECIAL BUSINESS

of

BEAZLEY PLC

(the "Company")

(Passed on 22 April 2026)

At the General Meeting of the Company, duly convened and held on the above date, the following resolution was passed as Special Business and a Special Resolution.

Special Resolution

(a) for the purpose of giving effect to the scheme of arrangement dated 26 March 2026 between the Company and the holders of the Scheme Shares (as defined in the said scheme of arrangement), a print of which has been produced to this meeting and for the purpose of identification signed by the Chair hereof, in its original form or subject to any modification, addition or condition agreed between the Company and Zurich and approved or imposed by the High Court of Justice in England and Wales (the "Scheme"), the directors of the Company be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;

(b) with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new article 46:

"46 SCHEME OF ARRANGEMENT

For the purposes of this Article 46:

• "Beazley Scheme" means the scheme of arrangement dated 26 March 2026 under Part 26 of the 2006 Act between the Company and the Scheme Shareholders (as defined in the Beazley Scheme), in its original form or with or subject to any modification, addition or condition approved or imposed by the High Court of Justice of England and Wales;
• "Business Day" means a day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for normal business in London;
• "ZIC" means Zurich Insurance Company Ltd of Mythenquai 2 8002 Zurich, Switzerland, a corporation organised and existing under the laws of Switzerland and registered with the Commercial Register of the Canton of Zurich under registration number CHE 105.833.114; and
• "Zurich" means Zurich Insurance Group Ltd of Mythenquai 2 8002 Zurich, Switzerland, a corporation organised and existing under the laws of Switzerland and registered with the Commercial Register of the Canton of Zurich under registration number CHE 101.236.480.

46.1 Notwithstanding any other provision of these articles, if the Company issues any shares (other than to Zurich, ZIC, any other subsidiary of Zurich, or any nominee of the foregoing) on or after the date of adoption of this article and at or prior to the Scheme Record Time (as defined in the Beazley Scheme), such shares shall be issued subject to the terms of the

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Beazley Scheme and the holders of such shares shall be bound by the Beazley Scheme accordingly.

46.2 Notwithstanding any other provision of these articles, subject to the Beazley Scheme becoming effective, any shares issued, or transferred pursuant to article 46.3 below, to any person (other than to Zurich, ZIC, any other subsidiary of Zurich, or any nominee of any of the foregoing) after the Scheme Record Time (a "New Member") (each a "Post-Scheme Share") shall be issued on terms that they shall on the Effective Date (as defined in the Beazley Scheme) or, if later, on issue (but subject to the terms of articles 46.3 and 46.4 below), be immediately transferred to ZIC (or as it may direct) (the "Purchaser"), who shall be obliged to acquire each Post-Scheme Share in consideration of and conditional upon the payment by or on behalf of ZIC to the New Member of an amount in cash for each Post-Scheme Share equal to the consideration to which a New Member would have been entitled had such Post-Scheme Share been a Scheme Share (as defined in the Beazley Scheme).

46.3 Any New Member (other than, for the avoidance of doubt, a person who becomes a New Member by virtue of a transfer pursuant to this article 46.3) may, prior to the issue of Post-Scheme Shares to that New Member pursuant to the exercise of an option or satisfaction of an award under one of the Beazley Share Plans (as defined in the Beazley Scheme), give not less than three Business Days' written notice to the Company in such manner as the board shall prescribe of their intention to transfer some or all of such Post-Scheme Shares to their spouse or civil partner and may, if such notice has been validly given, on such Post-Scheme Shares being issued to them, immediately transfer to their spouse or civil partner any such Post-Scheme Shares, provided that such Post-Scheme Shares will then be immediately transferred by that spouse or civil partner (as applicable) to the Purchaser pursuant to article 46.2 above. If notice has been validly given pursuant to this article 46.3 but the New Member does not immediately transfer to their spouse or civil partner the Post-Scheme Shares in respect of which notice was given, such Post-Scheme Shares will be transferred to the Purchaser and/or its nominee(s) pursuant to article 46.2 above.

46.4 On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date, the value of the consideration per Post-Scheme Share to be paid under article 46.2 shall be adjusted by the Company in such manner as the auditors of the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this article to such shares shall, following such adjustment, be construed accordingly.

46.5 Notwithstanding Article 46.2, no right, title or interest in any Post-Scheme Shares held directly or indirectly by or on behalf of a New Member who is, or whom Zurich reasonably believes to be, a Sanctioned Shareholder (as defined in the Beazley Scheme), shall be transferred to ZIC on the Effective Date where such a transfer would cause any person to violate Sanctions, or be exposed to a reasonable risk of being targeted as a Sanctioned Person (such Post-Scheme Shares being "Sanctions Affected Post-Scheme Shares") and such Sanctions Affected Post-Scheme Shares shall only be transferred in accordance with Article 46.6.

46.6 Subject to the Beazley Scheme becoming Effective (as defined in the Beazley Scheme), the Sanctions Affected Post-Scheme Shares of any Sanctioned Shareholder (or suspected Sanctioned Shareholder, as the case may be) shall be transferred to ZIC (or such of its nominee(s) as are agreed between Zurich and the Company) as soon as practicable upon the earlier of: (i) the date on which each direct and indirect interest holder in such Post-Scheme Shares ceases to be a Sanctioned Shareholder; (ii) the date on which Zurich no longer reasonably believes each direct and indirect interest holder in such Post-Scheme Shares to be a Sanctioned Shareholder; or (iii) the date on which all necessary Sanctions Licences (as defined in the Beazley Scheme) have been made or issued which ensure that no person will violate any Sanctions (as defined in the Beazley Scheme), or be exposed to a reasonable risk of being targeted as a Sanctioned Person (as defined in the Beazley Scheme), as a consequence of ZIC (or its nominee(s)) acquiring such Post-Scheme Shares (such date being, for each such Sanctioned Shareholder, their relevant "Release Date").

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46.7 Subject to the Beazley Scheme becoming Effective, the rights and entitlements which would otherwise be exercisable in respect of or attach to any Post-Scheme Shares held directly or indirectly by or on behalf of a Sanctioned Shareholder shall not be exercisable or apply in respect of such Post-Scheme Shares until such time as the Post-Scheme Shares are transferred to ZIC (or its nominee(s)) pursuant to Article 46.6 and the register of members of the Company is updated to reflect such transfer, including, without limitation:

(i) the right to receive notices of, or the right to be present at or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to such meeting or poll, and any votes purported to be cast by or on behalf of such Sanctioned Shareholder in respect of such Post-Scheme Shares will be disregarded;

(ii) the right to receive notices or documents (including, without limitation, share certificates, annual reports, accounts and resolutions) from or in respect of the Company;

(iii) save for any transfer pursuant to Article 46.6, the right to transfer such Post-Scheme Shares or have such transfer registered and any purported transfer of such Post-Scheme Shares will be void;

(iv) the right to a further issuance of shares in respect of any such Post-Scheme Shares or in pursuance of an offer made to the holders of shares in the Company; and

(v) any sums payable in respect of such Post-Scheme Shares, including in respect of dividends or other distributions paid by the Company, will be paid into a blocked or frozen account (as applicable) in compliance with Sanctions (which shall constitute full and final settlement of Zurich and ZIC’s obligations in respect of such payments and no interest shall be paid thereon).

46.8 In respect of any Post-Scheme Shares transferred to ZIC in accordance with Article 46.6 on and with effect from the Release Date:

(i) any consideration payable for the transfer of the Post-Scheme Shares pursuant to the terms of Article 46.7 above which is held in a blocked or frozen account (as applicable) shall be released from that account and paid to the relevant holder of such Post-Scheme Shares in accordance with their entitlements (provided that if any Sanctions would prohibit such payments, such amounts shall continue to be held in the blocked or frozen account (as applicable) until such Sanctions no longer prohibit such payments or all licences required in order for such payments to be permitted are obtained); and

(ii) ZIC shall receive an amount equal to the amount of all dividends and other distributions (if any) and any return of capital (whether by reduction of share capital or share premium account or otherwise) announced, authorised, declared, made, and paid in respect of such Post-Scheme Shares by reference to a record date falling on or after the Effective Date and prior to the Release Date, which has been held in a blocked or frozen account (as applicable) in compliance with Sanctions.

46.9 To give effect to any transfer of Post-Scheme Shares required pursuant to article 46, the Company may appoint any person as attorney and/or agent for the New Member to transfer the Post-Scheme Shares to the Purchaser and/or its nominees and do all such other things and execute and deliver all such documents or deeds as may in the opinion of such attorney or agent be necessary or desirable to vest the Post-Scheme Shares in the Purchaser and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as the Purchaser may direct. If an attorney or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of the Purchaser) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed in writing by the Purchaser. The attorney or agent shall be empowered to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent holder) in favour of the Purchaser and the

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Company may give a good receipt for the consideration for the Post-Scheme Shares and may register the Purchaser as holder thereof and issue to it certificate(s) for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. The Purchaser shall, within 14 days of the date on which the Post-Scheme Shares are issued to the New Member, settle the consideration due to the New Member pursuant to article 46.2 above in the manner in which such New Member would have been entitled to receive had the Post-Scheme Shares been Scheme Shares (as defined in the Beazley Scheme).

46.10 If the Beazley Scheme shall not have become effective by the applicable date referred to in (or otherwise set in accordance with) clause 7(b) of the Beazley Scheme, this article 46 shall cease to be of any effect.

46.11 Notwithstanding any other provision of these articles, both the Company and the board shall refuse to register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date."

23 April 2026