This Document Is Important and Requires Your Immediate Attention

If you are in any doubt as to the contents of this document or the action you should take, you should seek your own financial advice from your stockbroker, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 (if you are resident in the United Kingdom) or, if not, from another appropriately authorised financial adviser.

If you have sold or transferred all of your shares in Conduit Holdings Limited, 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 may forward them to the new holder.

Conduit Holdings Limited

(incorporated and registered in Bermuda with registration number 55936)

Notice of Annual General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chair of Conduit Holdings Limited (“Conduit” or the “Company”) which starts on page 3 of this document which contains the recommendation by the Directors of the Company to shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting (the “Resolutions”).

Notice of the Annual General Meeting of Conduit Holdings Limited to be held at Ideation House, 94 Pitts Bay Road, Pembroke, HM08, Bermuda at 10:00 a.m. (Bermuda time) on 13 May 2026 is set out at the end of this document (the “Notice”). A form of proxy is enclosed for use in connection with the meeting.

Whether or not you plan to attend in person, please complete and submit the Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be received by Computershare Investor Services (Bermuda) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by no later than 2:00 p.m. British Summer Time (“BST”) on 11 May 2026. Alternatively, completed Forms of Proxy may be emailed to #[email protected] with the original to follow. Shareholders are strongly encouraged to appoint the Chair as their proxy to ensure their vote is counted.

Depositary Interest holders need to submit their votes via the custodian. To be valid, a Form of Instruction must be lodged with Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or a vote submitted via the online or CREST voting system as detailed on the Form of Instruction by no later than 2:00 p.m. BST on 8 May 2026. Alternatively, please send completed Forms of Instruction via email to #[email protected] with the original to follow as soon as possible. Completion and return of a Form of Instruction will not preclude a Depositary Interest holder or a beneficial holder from attending and voting at the Annual General Meeting should they wish to do so. Please refer to explanatory note 6 on the Form of Instruction.

Certain statements and indicative projections made in this document or at the Annual General Meeting that are not based on current or historical facts are forward‐looking in nature including, without limitation, statements containing the words “will”, “intends”, “believes”, “anticipates”, “plans”, “projects”, “forecasts”, “guidance”, “intends”, “expects”, “estimates”, “predicts”, “may”, “can”, “seeks”, “should”, or, in each case, their negative or comparable terminology. All statements other than statements of historical facts including, without limitation, those regarding the Company and its subsidiaries (the “Group”) in relation to their financial position, results of operations, liquidity, prospects, growth, capital management plans, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Group's insurance business) are forward‐looking statements. Such forward‐looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward‐looking statements.

2026 CHL Notice of AGM

Notice of CHL 2026 AGM

Timetable of Principal Annual General Meeting Events

Publication of this document and posting to shareholders	8 April 2026
Latest time and date for receipt of Forms of Instruction	2:00 p.m. BST on 8 May 2026
Voting record date for Depositary Interest Holders (Form of Instruction)	6:00 p.m. BST on 8 May 2026
Latest time and date for receipt of Forms of Proxy	2:00 p.m. BST on 11 May 2026
Voting record date for Shareholders	6:00 p.m. BST on 11 May 2026
Latest time and date to pre-register for video conference	2:00 p.m. BST on 12 May 2026
Time and date of the Annual General Meeting	10:00 a.m. (Bermuda time) on 13 May 2026

Pre-registration

Attendance

For shareholders wishing to join the Annual General Meeting by video conference for attendance purposes, please contact [email protected] in advance of the Annual General Meeting (and by no later than 2:00 p.m. BST on 12 May 2026) to pre-register your interest and submit any questions you wish to ask of the Company. Please include: "Request to attend the Conduit AGM by video conference", which will allow the Company and the registrars to verify your eligibility and send you the necessary dial in and log in details to facilitate attendance (the "Verification Procedure"). The Verification Procedure is compulsory for identification purposes and failure to pre-register will mean that a shareholder will be precluded from attending the Annual General Meeting via video conference. There will be no opportunity to submit your vote via the video conference which means that you should submit your proxy (appointing the Chair of the Annual General Meeting as your proxy) as soon as possible to ensure your vote is counted.

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Letter from the Chair of Conduit Holdings Limited

Nicholas Shott (Chair) , Neil Eckert (Chief Executive Officer) , Elaine Whelan (Chief Financial Officer) , Rebecca Shelley (Senior Independent Director) , Malcolm Furbert (Non-Executive Director) , Elizabeth Murphy (Non-Executive Director) , Ken Randall (Non-Executive Director) , Michelle Seymour Smith (Non-Executive Director) , Richard Lightowler (Non-Executive Director) , Peter Mullen (Non-Executive Director) , Penny Shaw (Non-Executive Director) [ ] Registered Office: , Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda

Dear Shareholder

I am pleased to invite you to the Company's 2026 Annual General Meeting which will be held at Ideation House, 94 Pitts Bay Road, Pembroke, HM08, Bermuda at 10:00 a.m. (Bermuda time) on 13 May 2026.

The notice of Annual General Meeting is set out on pages 11 to 13 of this document (the “Notice”). A copy of the Annual Report and Accounts for the year ended 31 December 2025 (the “Annual Report and Accounts”), together with a Form of Proxy to enable you to exercise your voting rights, is available on the Company's website (https://conduitreinsurance.com/).

Proposed Business of the Annual General Meeting

The purpose of the Annual General Meeting is to seek shareholders' approval for the Resolutions set out in this Notice. It is also an opportunity for shareholders to express their views and to ask questions of the Board of Directors of the Company (the “Board”).

As Chair I am committed, as is the entire Board, to open dialogue with our shareholders and we look forward to engaging with you as we continue to execute on our strategy and business plan.

Voting

If you cannot attend the meeting in person, you have the right to appoint a proxy to attend and vote at the Annual General Meeting on your behalf. To appoint a proxy, please complete the enclosed Form of Proxy and send it to the Company's registrar, Computershare Investor Services (Bermuda) Limited c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY in the envelope provided, to be received by the registrar no later than 2:00 p.m. BST on 11 May 2026. Alternatively, please send completed Forms of Proxy via email to #[email protected] with the original to follow as soon as possible. A shareholder entitled to attend and vote at the Annual General Meeting is strongly encouraged to appoint the Chair of the meeting as their proxy to ensure their vote is counted.

The Company will offer shareholders the ability to join the Annual General Meeting via video conference (subject to pre-registration requirements, as detailed in the introduction to this Notice which starts on page 1 of this document) but it will not be possible to cast your vote via the video conference and so shareholders joining the video conference are strongly encouraged to appoint the Chair as their proxy to

2026 CHL Notice of AGM

LETTER FROM THE CHAIR OF CONDUIT HOLDINGS LIMITED

ensure their vote is counted.

Record Date

Only shareholders entered on the register of members of the Company at 6:00 p.m. BST on 11 May 2026 shall be entitled to attend by video conference or vote in person, by proxy or by corporate representative at the Annual General Meeting in respect of the number of common shares registered in their name at that time. Changes to entries on the register of members after 6:00 p.m. BST on 11 May 2026 shall be disregarded in determining the rights of any person to attend by video conference or vote at the meeting. Depositary Interest holders entitled to attend and vote at the Annual General Meeting will be determined by the Depositary Interest register at 6:00 p.m. BST on 8 May 2026.

Recommendation

In the opinion of the Directors, each of the Resolutions to be proposed at the Annual General Meeting and set out in the Notice is in the best interests of the Company and shareholders as a whole. Accordingly, the Board recommends that shareholders vote in favour of all Resolutions at the Annual General Meeting, as each Director intends to do in respect of their own beneficial holdings of common shares in the Company, which amount to approximately 1.02 per cent. of the issued Common Shares, excluding Common Shares held by the Company in treasury as at 30 March 2026.

Yours faithfully

Nicholas Shott

Chair

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2026 CHL Notice of AGM

EXPLANATION OF RESOLUTIONS

Resolutions 1 to 15 (inclusive) are proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the relevant Resolution. Resolutions 16-18 are proposed as special resolutions. For each of these to be passed, at least three quarters of the votes cast must be in favour of the Resolution. "Common Shares" means the Company's common shares of par value US$0.01 each.

An explanation of each of the Resolutions is set out below:

Resolutions 1 and 2 – Annual Report and Accounts and Directors’ Remuneration Report

Resolutions are proposed to receive the Company's audited consolidated financial statements for the year ended 31 December 2025 (Resolution 1) and to approve the Annual Report on Remuneration (Resolution 2), which are contained in the Annual Report and Accounts.

As a company incorporated in Bermuda, the Company is not bound by UK law or regulation in the area of Directors' remuneration to the same extent that it applies to UK incorporated listed companies. However, the Board is committed to providing information on Directors' remuneration to shareholders and complying with UK corporate governance standards and best practices to the extent appropriate.

Resolution 2 seeks shareholders' approval for the Annual Report on Remuneration as set out in the third part of the Directors' Remuneration Report, on pages 81 to 98 of the Annual Report and Accounts. This vote is advisory in nature and the Directors' entitlement to receive remuneration is not conditional upon it. The resolution and vote are a means of providing shareholder feedback to the Board. The Company's auditors, KPMG Audit Limited, have audited those parts of the Directors' Remuneration Report that would be required to be audited if the Company were bound by UK law and their report may be found on page 106 of the Annual Report and Accounts.

Resolutions 3 to 12 – Election and Re-election of Directors

Resolutions 3 to 12 are to approve the election and re-election of the Directors on the Board. In accordance with the Company's Bye-laws and the provisions of the UK Corporate Governance Code 2024 (the "Code"), all of the Directors of the Company are submitting themselves for election or re-election at the Annual General Meeting except for Elizabeth Murphy who is stepping down with effect from the conclusion of the Annual General Meeting.

The Board believes that its members offer an appropriate balance of knowledge and skills. In the Board's view, each Director standing for election or re-election has made an effective commitment to the deliberations of the Board, continues to demonstrate a commitment to their role, and continues to be important for the Company's evolution and long-term sustainable success.

The Board's Nomination Committee, which considers the balance of the Board and the mix of skills, knowledge and experience of its members, has also considered and recommends to the Board the appointment of all of the Directors of the Company standing for election or re-election, as applicable. The Board confirms that the Non-Executive Directors demonstrate effective performance and commitment to the role and have sufficient time to meet their responsibilities.

Further information about the Directors, including their biographies, is set out in Appendix 1 of this Notice document. The Board considers that the Chair was independent upon appointment and considers all the other Non-Executive Directors standing for election or re-election to be independent within the meaning of the Code.

Resolutions 13 and 14 – Auditors

Resolution 13 proposes the re-appointment of KPMG Audit Limited as auditors of the Company until the conclusion of the 2027 AGM. The Company is required to appoint auditors at every general meeting of the Company at which accounts are presented to shareholders. KPMG Audit Limited was initially appointed by the Board in December 2020 and has advised of its willingness to stand for re-appointment. It is typical practice for a company's directors to be authorised to agree how much the auditors should be paid, and Resolution 14 grants this authority to the Directors.

Resolution 15 – Directors’ Authority to Allot Shares

Resolution 15 is proposed, pursuant to the Company's Bye-laws (the "Bye-laws"), to grant the Directors power to allot Relevant Securities, as defined in Bye-law 2.3, up to a maximum nominal amount of US$528,273.14. This represents 52,827,314 Common Shares, which is approximately one-third of the Company's issued share capital excluding Common Shares held by the Company in treasury as at 30

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2026 CHL Notice of AGM

EXPLANATION OF RESOLUTIONS

March 2026 (being the latest practicable date prior to the publication of this document).

In accordance with The Investment Association's Share Capital Management Guidelines (the "Guidelines"), Resolution 15(b) seeks to grant the Directors authority to allot Relevant Securities in a fully pre-emptive offer in favour of existing shareholders up to an aggregate nominal value of US$528,273.14 (representing 52,827,314 Common Shares). This amount represents approximately one-third of the Company's issued share capital excluding Common Shares held by the Company in treasury as at 30 March 2026, (being the latest practicable date prior to the publication of this document). In accordance with the Guidelines, the Company intends to explain why it has chosen a capital raising structure in reliance on Resolution 15(b) and why it is appropriate for the Company and its shareholders.

The authorities sought under paragraphs (a) and (b) of this Resolution will expire at the conclusion of the 2027 AGM or at 6:00 p.m. Bermuda Time on 13 August 2027, whichever is sooner. The Directors have no present intention of exercising either of the authorities under this Resolution, but the Board wishes to ensure that the Company has maximum flexibility in managing the financial resources of the Company.

As at 30 March 2026 (being the latest practicable date prior to the publication of this document) 6,758,053 Common Shares were held by the Company in treasury.

Resolutions 16 and 17 Disapplication of Pre-emption Rights (Special Resolutions)

Pursuant to Bye-law 2.4, the Board is seeking shareholders' authorisation for the Directors to allot Equity Securities up to an aggregate nominal value of US$316,963.88 on a non-pre-emptive and unrestricted basis, such amount being, in aggregate, approximately 20 per cent. of the Company's issued share capital excluding Common Shares held by the Company in treasury as at 30 March 2026 (being the latest practicable date prior to the publication of this document), excluding follow-on offers (as detailed below).

The Bye-laws require that, unless shareholders resolve otherwise, any Equity Securities allotted for cash must be offered to existing holders of Relevant Shares or Relevant Employee Shares (each as defined in Bye-law 2.4(g)) pro rata to their existing shareholdings. The Bye-laws permit this requirement to be disapplied and the purpose of these Resolutions is to authorise the Board to allot Equity Securities as if such provisions did not apply in certain circumstances, when the Board considers that to do so would be in the best interests of the Company.

The Board notes that the total amount of the pre-emption disapplication for which authority is requested is in line the levels that are included in the revised Statement of Principles published by the UK Pre-Emption Group in 2022 (the "Principles"). The Principles allow UK listed companies to request that shareholders disapply pre-emption for up to 10 per cent. on an unrestricted basis and an additional up to 10 per cent. to fund transactions that the board determines either to be an acquisition or a specified capital investment. The Principles also allow companies to request disapplication of pre-emption rights from their shareholders in order to make follow-on offers (for up to a further 2 per cent.) to existing shareholders that are not allocated shares under any issuances made pursuant to the disapplications referred to above.

Were the Board to exercise this authority, it intends to continue its consultation and dialogue with shareholders and make disclosures in the announcement regarding any Common Share issue and in the subsequent annual report and accounts, each as contemplated in the Principles. The Directors confirm that, in considering the exercise of the authority under Resolutions 16 and 17, they intend to follow the shareholder protections set out in Part 2B of the Principles to the extent reasonably practicable.

Unless otherwise renewed or revoked by the shareholders in general meeting, these authorities will expire at the conclusion of the 2027 AGM or at 6:00 p.m. Bermuda Time on 13 August 2027, whichever is sooner.

Resolution 18 – Purchase of own Shares (Special Resolution)

The Board is seeking shareholders' approval generally and unconditionally to authorise the Directors to make one or more market purchases of the issued Common Shares of the Company up to an aggregate nominal value of US$158,481.94 (representing 15,848,194 Common Shares, such amount being approximately 10 per cent. of the Company's issued share capital (excluding Common Shares held by the Company in treasury) as at 30 March 2026, being the latest practicable date prior to the publication of this Notice) at a price of not less than the nominal value of the Common Shares (exclusive of expenses payable by the Company).

Pursuant to the Bye-laws, no purchase can be made if the Board determines that it would result in a non-de minimis adverse tax, legal or regulatory consequence to the Company, any of its subsidiaries or any holder of shares or its affiliates.

The Company cannot by law (in respect of the par value of the Common Shares to be purchased) purchase its own Common Shares except out of:

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2026 CHL Notice of AGM

EXPLANATION OF RESOLUTIONS

the capital paid up thereon; or
the funds of the Company which would otherwise be available for dividend payment or distribution; or
the proceeds of a fresh issue of Common Shares made for the purposes of the repurchase, and

the premium, if any, payable on the repurchase is provided for out of funds of the Company which would otherwise be available for dividend payment or distribution or out of the Company's share premium account before the repurchase date.

The authority will expire at the conclusion of the 2027 AGM or at 6:00 p.m. Bermuda Time on 13 August 2027, whichever is sooner.

The Company is currently undertaking a share buyback programme, which will terminate on the conclusion of the Annual General Meeting. The Directors have no present intention of exercising the authority to purchase the Company's Common Shares proposed at the Annual General Meeting but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The Directors will exercise this authority only when to do so would be in the best interests of the Company and of its shareholders generally, and could be expected to result in an increase in earnings per Common Share of the Company. Any purchases of Common Shares would be by means of market purchase through the London Stock Exchange.

Any Common Shares the Company buys under this authority may either be cancelled or held in treasury. Treasury shares can be re-sold for cash, cancelled or used for the purposes of the Company's Management Promote Scheme, the Company's 2023 Long Term Incentive Plan or any future approved employee share schemes. No dividends are paid on Common Shares whilst held in treasury and no voting rights attach to treasury shares. The Directors believe that it is desirable for the Company to have this choice as holding the purchased Common Shares as treasury shares would give the Company the ability to re-sell or transfer them in the future and so provide the Company with additional flexibility in the management of its capital base.

As at the date of this document, there are no options to subscribe for Common Shares in the Company.

Appendix 1 Nicholas Shott: Chair

Appointed to the Board: 4 November 2025 (and as Chair on 16 February 2026)

Skills and experience:

Nicholas Shott is an experienced Non-Executive Director with a distinguished career spanning investment banking, media, and public service. He brings over 30 years of financial and strategic expertise to Conduit, having held senior leadership roles at Lazard, including Vice Chairman of European Investment Banking, Head of UK Investment Banking, and as a member of Lazard's London Management Board. During his tenure, he advised major corporates on complex transactions and long-term strategy.

Earlier in his career, Nicholas held senior executive roles in the UK newspaper industry, including General Manager of the Evening Standard and Sunday Express, and Group Marketing Director at Express Newspapers.

He served for nine years as an Independent Non-Executive Director at Phoenix Group Holdings, where he chaired the Remuneration Committee and the M&A Advisory Group and was a member of the Audit, Nomination, and Sustainability Committees. His board experience is marked by a strong grasp of governance, remuneration, strategic advisory and regulatory oversight.

External directorships:

M&C Saatchi PLC.

Neil Eckert: Executive Director of CHL and Chief Executive Officer

Appointed to the Board: 7 October 2020

Skills and experience:

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EXPLANATION OF RESOLUTIONS

Neil Eckert is an entrepreneur with more than four decades of (re)insurance industry experience and has a proven track record in the industry having held various roles since 1980, many of which involved starting new enterprises. Beginning as a reinsurance broker, he rose through the ranks to board member at Benfield, Lovick & Rees & Co. Neil then founded Brit Insurance in 1995 and remained its CEO until 2005, following which he served as a non-executive director of the company until 2008. He was co-founder and CEO of Climate Exchange Plc, and founded Aggregated Micropower.

External directorships:

Incubex Ltd, Boutique Modern Holdings Limited, Chalvington Management Limited, NCX Family Office, Chalvington Batteries Limited, Chalvington Properties Limited, 10 Avis Way Limited, Bellaroma Investments Limited, Bellaroma South West Limited, NCX Consultants Limited, Old Mill Park Limited, Neil Eckert Investments Limited, Education Opportunity Limited, GWCT Natural Capital Advisory Limited, Arkley (South West) Limited, Seago Yachting Limited, Ripe Village Stores, NCEX Limited, Wingrove House Limited, Titan (South West) Limited.

Elaine Whelan: Executive Director of CHL and Chief Financial Officer

Appointed to the Board: 14 January 2021

Skills and experience:

Elaine is an accomplished and experienced public company CFO who has worked in the (re)insurance industry for over 25 years.

She is a member of the Institute of Chartered Accountants of Scotland, a member of the Chartered Professional Accountants of Bermuda and a member of the Institute of Directors. After qualifying as a chartered accountant, Elaine joined Coopers & Lybrand in Bermuda in 1997. From 2001 to 2006, she held several positions at Zurich Insurance Company, Bermuda Branch, ultimately as chief accounting officer. In 2006, she joined the Lancashire Group as a financial controller. She subsequently performed various financial and management roles for the Lancashire Group, including as CEO of Lancashire Insurance Company Limited. From January 2011 to February 2020 Elaine was Group CFO, Lancashire Holdings Limited, and she was also a main board director from January 2013 to February 2020. Elaine is responsible for all aspects of Conduit Re's financial management and reporting and is also a Director of CRL.

External directorships:

Cameron Holdings Inc., Salthouse Property Inc., Lomond Property Holdings Limited.

Rebecca Shelley: Senior Independent Non-Executive Director

Appointed to the Board: 25 July 2023

Skills and experience:

Rebecca brings extensive commercial and financial services experience to the Board, as well as her background of market-facing roles at listed companies. Having been investor relations and corporate communications director at Norwich Union Plc from 1998-2000, Rebecca moved to Prudential Plc in 2000, starting as investor relations director, and then became group communications director with a seat on their group executive committee. From 2012 to 2016, Rebecca was the group communications director of Tesco Plc and a member of their executive committee. During this time, she held positions on the board of the British Retail Consortium and was a trustee of the Institute of Grocery Distribution. In her final executive role, Rebecca spent three years at broker TP ICAP Plc as group corporate affairs director and was a member of the global executive committee.

External directorships:

Sabre Insurance, Liontrust Asset Management, Hilton Food Group.

Malcolm Furbert: Independent Non-Executive Director

Appointed to the Board: 18 November 2020

Skills and experience:

Mr. Furbert is a corporate and regulatory lawyer with over 30 years of experience, including as a corporate lawyer with one of Bermuda's leading law firms, and over 15 years diverse in-house legal counsel and

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EXPLANATION OF RESOLUTIONS

management experience with Bermuda-based insurance and reinsurance companies (including American International Company Limited, Catlin Insurance Company Limited and XL Catlin), most recently as general counsel and head of compliance & regulatory affairs for the Bermuda operations of XL Catlin, a Bermuda-based global (re)insurance company (following the acquisition of the Catlin Group by XL Capital). In these roles, he provided general and transactional legal and regulatory advice and support to all business areas and had oversight over the Bermuda compliance function. He also acted as company secretary to both regulated and non-regulated group companies. He is a member of the Bar of England and Wales and the Bermuda Bar.

External directorships:

Arden Reinsurance Company Ltd.

Ken Randall: Independent Non-Executive Director

Appointed to the Board: 18 November 2020

Skills and experience:

Ken Randall is a certified accountant and has worked in the insurance industry for more than 50 years. During the early 1980s, Ken was Head of Regulation at Lloyd's which was then a self-regulated institution. From 1985 until 1991 Ken served as Chief Executive of the Merrett Group, which managed a number of prominent syndicates at Lloyd's.

In 1991, Ken left Merrett and, with Alan Quilter, set up the Randall & Quilter Group, whose principal subsidiary, the Eastgate Group, grew into one of the UK's largest third-party provider of insurance services with 1,300 employees. Eastgate was sold to Capita Plc in November 2000.

Following the sale of Eastgate, Ken and Alan refocused Randall & Quilter onto the acquisition of non-life legacy run-off portfolios and again developed an insurance servicing business in London and the US; initially, the Randall & Quilter Group's service offering focused on legacy portfolios and in recent years has also developed a fast-growing programme management business in Europe and the US.

Ken retired from Randall & Quilter in 2021.

External directorships:

Roosevelt Road Re Ltd, Renaissance Capital Partners Limited, Financial Guaranty Insurance Company (UK) Ltd, Leamington Insurance Advisors Ltd (Bermuda), W.T. Butler & Co Ltd.

Michelle Seymour Smith: Independent Non-Executive Director

Appointed to the Board: 15 September 2021

Skills and experience:

Michelle Seymour Smith has over 30 years of experience in the insurance and reinsurance industry, with expertise in financial leadership, operational transformation and strategic growth. Michelle began her career with Arthur Andersen in 1995. She held positions in the finance operations of Zurich Global Energy and XL Capital Ltd. In 2004, she joined Arch Reinsurance Ltd as Vice President, Controller. She performed several roles at Arch Re including Chief Financial Officer and Chief Operating Officer, building and overseeing the financial operations of the Bermuda-based insurance, reinsurance and mortgage divisions and their international reinsurance subsidiary division. She served as the Chief Transformation Officer of Arch Capital Group Ltd until 2019, leading a global programme to grow business and improve operational efficiency. Michelle is a member of The Chartered Professional Accountants of Bermuda and the Institute of Directors.

External directorships:

Transport Intermediaries Mutual Association Ltd., Bermuda Public Accountability Board, Muuvment, Association of Bermuda International Companies, Centennial Foundation, Prismic Life Reinsurance, Ltd, Prismic Life Holdings GP LLC, Prismic Life Holding LP.

Richard Lightowler: Independent Non-Executive Director

Appointed to the Board: 26 March 2026

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Skills and experience: Richard Lightowler is an experienced non-executive director. Richard qualified as a Chartered accountant (ICAEW) in the UK and joined KPMG in Bermuda in 1993, admitted to partnership in 1998, retiring in 2016. At KPMG he worked across the (re)insurance industry, he was head of the firm's Insurance Group in Bermuda for 15 years, a member of the firm's Global Insurance Leadership Team, and Global Lead Partner for a number of large international insurance groups listed on the New York and London Stock Exchanges. Richard's experience spans audit, public and private equity and debt offerings, M&A due diligence and post-acquisition integration, with recognised expertise in regulation, governance, risk management, cross-border structuring and target operating model design. He worked extensively with the Bermuda Monetary Authority, including advising on the development of Solvency II equivalence. Since retiring from KPMG in 2016, Richard has held a number of independent non-executive director and audit chair roles across insurance, reinsurance and investment organisations.

External directorships: Aspen Insurance Holdings Limited, Geneva Re Limited, Oakley Capital Investments Limited, and Phoenix Re Limited.

Peter Mullen: Independent Non-Executive Director

Appointed to the Board: 26 March 2026

Skills and experience: Peter Mullen is a senior insurance executive with over 40 years' experience across insurance, reinsurance and alternative risk management. He is Chair of Artex Risk Solutions and a member of the Gallagher Specialty executive committee, having previously served as Chief Executive Officer of both Artex and Aon's Captive & Insurance Management business. A founding member of Artex, Peter played a pivotal role in building the platform into a global leader in alternative risk and capital, including growing revenues from approximately $100 million to $250 million and expanding capabilities through strategic acquisitions. Peter has led complex insurance and alternative market operations across more than 20 jurisdictions and brings deep expertise in marketing, distribution, governance, enterprise risk management, M&A, and operational transformation. He is recognised for his strategic insight, innovative approach to risk and capital management, and collegiate, effective boardroom leadership.

External directorships: McDonalds Owner Operator Insurance Company, Arthur J. Gallagher & Co (Bermuda) Limited, Gallagher Global Acquisition Finance Ltd, Gallagher Global Cash Holdings Ltd, GGB Finance Holding Ltd, Gallagher Re Bermuda Ltd, Gallagher Insurance Bermuda Ltd, Avondale Capital Holdings Ltd.

Penny Shaw: Independent Non-Executive Director

Appointed to the Board: 26 March 2026

Skills and experience: Penny Shaw brings strategic risk management expertise to the board. She is a qualified actuary with over 30 years experience across the London Market, US and International commercial insurance and reinsurance markets, with technical experience in actuarial, capital modelling and exposure management disciplines. She has held senior executive roles including Group Chief Risk Officer of the Hanover Insurance Group, where she was also Board Director and Chief Risk Officer of subsidiary Chaucer Group with responsibility for risk, underwriting and exposure risk management, compliance, legal and regulatory engagement. Prior to this she was Group CRO for the Hiscox Group, and previously Head of Risk for Chubb European Group and Joint Head of Capital for Chubb Group. Penny is well regarded by regulators. She is an experienced independent non-executive director with roles at AIG UK, Assured Guaranty, Zurich Assurance Ltd, and Catalina UK (chair).

External directorships: American International Group UK Limited, Assured Guaranty UK Limited, Aspen Managing Agency Limited, Catalina Worthing Insurance Limited, Pool Reinsurance (Nuclear) Limited, and Zurich Assurance Limited

2026 CHL Notice of AGM

NOTICE OF ANNUAL GENERAL MEETING

CONDUIT HOLDINGS LIMITED

(Registered in Bermuda with registration number 55936)

Notice is hereby given (the "Notice") that the Annual General Meeting of Conduit Holdings Limited (the "Company") will be held at Ideation House, 94 Pitts Bay Road, Pembroke, HM08, Bermuda on 13 May 2026 at 10:00 a.m., Bermuda time. You will be asked to consider and, if thought fit, vote in favour of the resolutions below (the "Resolutions" and each a "Resolution"). Resolutions 16, 17 and 18 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

For further information on all the Resolutions, please refer to the Explanation of Resolutions which can be found on page 5.

Annual Report and Accounts and Directors' Remuneration

To receive the Company's audited consolidated financial statements for the financial year ended 31 December 2025 and the reports of the Directors and the Auditors thereon (the "Annual Report and Accounts").
To approve the Annual Report on Remuneration as set out in the Annual Report and Accounts for the year ended 31 December 2025.

Election of Directors

To elect Nicholas Shott as a Director of the Company.
To re-elect Neil Eckert as a Director of the Company.
To re-elect Elaine Whelan as a Director of the Company.
To re-elect Michelle Seymour Smith as a Director of the Company.
To re-elect Malcolm Furbert as a Director of the Company.
To re-elect Ken Randall as a Director of the Company.
To re-elect Rebecca Shelley as a Director of the Company.
To elect Richard Lightowler as a Director of the Company.
To elect Peter Mullen as a Director of the Company.
To elect Penny Shaw as a Director of the Company.

Auditors

To re-appoint KPMG Audit Limited as auditors of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid.
To authorise the Directors to determine the remuneration of the auditors.

Directors' Authority to Allot Shares

That, pursuant to Bye-law 2.3 of the Company's Bye-laws (the "Bye-laws"):

(a) the Directors of the Company be granted a general and unconditional authority to allot Relevant Securities (within the meaning of that Bye-law) up to an aggregate nominal value of US$528,273.14 being an amount equal to approximately one-third of the issued share capital of the Company excluding Common Shares held by the Company in treasury as at 30 March 2026, (being the latest practicable date prior to the publication of this Notice); and further
(b) the Directors of the Company be granted a general and unconditional authority to allot Relevant Securities up to an additional aggregate nominal value of US$528,273.14 being an amount equal to approximately one-third of the issued share capital of the Company excluding Common Shares held by the Company in treasury as at 30 March 2026, (being the latest practicable date prior to the publication of this Notice), in connection with a fully pre-emptive offer or issue of Equity

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2026 CHL Notice of AGM

NOTICE OF ANNUAL GENERAL MEETING

Securities (as defined in Bye-law 2.4(g)),

provided that:

(i) unless otherwise renewed or revoked at any subsequent general meeting, this authority will expire at the conclusion of the 2027 AGM or at 6:00 p.m. Bermuda Time on 13 August 2027, whichever is sooner;

(ii) the Company shall be entitled to make, before expiry of such authority, any offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot such Relevant Securities or grant rights in pursuance of such offer or agreement as if such authority had not expired;

(iii) such authority shall be in substitution for any and all authorities previously conferred upon the Directors for the purposes of Bye-law 2.3 but without prejudice to the allotment of any Relevant Securities already made or to be made pursuant to such authorities; and

(iv) the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury Common Shares, fractional entitlements, legal or practical problems under the laws of, or the requirements of any relevant regulatory body or stock exchange in, any territory or any matter whatsoever.

Disapplication of Pre-emption Rights*

That, subject to and conditional on the passing of Resolution 15, the Directors of the Company be authorised, in accordance with Bye-law 2.5, to allot Equity Securities (within the meaning of Bye-law 2.4(g)) for cash pursuant to the authority conferred by Resolution 15 as if Bye-law 2.4(a) of the Company's Bye-laws did not apply to such authority (i) up to an aggregate nominal value of US$158,481.94, such amount being approximately 10 per cent. of the Company's issued share capital excluding Common Shares held by the Company in treasury as at 30 March 2026, (being the latest practicable date prior to the publication of this Notice); and (ii) (otherwise than under (i) above) up to an aggregate nominal value equal to 20 per cent. of any allotment of Equity Securities from time to time issued under (i) above, such authority to be used only for the purposes of making a follow-on offer which the Board of Directors of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the UK Pre-Emption Group prior to the date of this Notice; provided that, unless otherwise renewed or revoked by the shareholders in general meeting, this authority will expire at the conclusion of the 2027 AGM or at 6:00 p.m. Bermuda Time on 13 August 2027, whichever is sooner and provided that the Company may before such expiry make any offer or agreement which would or might require the Common Shares to be allotted after such expiry and the Directors may allot such Common Shares in pursuance of such offer or agreement as if Bye-law 2.4(a) did not apply.
That, subject to and conditional on the passing of Resolution 15, and in addition to any authority granted under Resolution 16, the Directors of the Company be authorised, in accordance with Bye-law 2.5 to allot Equity Securities for cash pursuant to the authority conferred by Resolution 15 as if Bye-law 2.4(a) of the Company's Bye-laws did not apply to such authority (i) up to an aggregate nominal value of US$158,481.94, such amount being approximately 10 per cent of the Company's issued share capital excluding Common Shares held by the Company in treasury as at 30 March 2026, (being the latest practicable date prior to the publication of this Notice); provided that such authority will only be used for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction that the Board determines to be an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the UK Pre-Emption Group prior to the date of this Notice (the "Principles"); and (ii) (otherwise than under (i) above) up to an aggregate nominal value equal to 20 per cent. of any allotment of Equity Securities from time to time issued under (i) above, such authority to be used only for the purposes of making a follow-on offer which the Board of Directors of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Principles; provided that, unless otherwise renewed or revoked by the shareholders in general meeting, this authority will expire at the conclusion of the 2027 AGM or at 6:00 p.m. Bermuda Time on 13 August 2027, whichever is sooner and provided that the Company may before such expiry make any offer or agreement which would or might require the Common Shares to be allotted after such expiry and

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2026 CHL Notice of AGM

NOTICE OF ANNUAL GENERAL MEETING

the Directors may allot such Common Shares in pursuance of such offer or agreement as if Bye-law 2.4(a) did not apply.

Purchase of own Common Shares*

That the Company be generally and unconditionally authorised, in accordance with Bye-law 3 and pursuant to section 42A of the Bermuda Companies Act 1981, to make one or more market purchases of Common Shares on such terms and in such manner as the Board or any authorised committee thereof may from time to time determine provided that:
(a) the maximum number of Common Shares which may be purchased is 15,848,194 (such amount being approximately 10 per cent. of the Company's issued share capital excluding Common Shares held in treasury as at 30 March 2026, being the latest practicable date prior to the publication of this Notice);
(b) the minimum price (exclusive of expenses) which may be paid for each Common Share is US$0.01;
(c) the maximum price (exclusive of expenses) which may be paid for a Common Share shall not be more than the higher of: (i) an amount equal to 105 per cent of the average middle market quotations for a Common Share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Common Share is purchased; and (ii) an amount equal to the higher of the price of the last independent trade of a Common Share and the highest current independent bid for a Common Share as derived from the London Stock Exchange Trading System;
(d) this authority shall expire at the conclusion of the 2027 AGM or at 6:00 p.m. Bermuda Time on 13 August 2027, whichever is sooner; and
(e) the Company may make a contract to purchase its own Common Shares under the authority conferred by this Resolution prior to the expiry of such authority, and such contract will or may be executed wholly or partly after the expiry of such authority, and the Company may make a purchase of its own Common Shares in pursuance of any such contract.

*Special resolution

By order of the Board

Greg Lunn

Company Secretary

Conduit Holdings Limited

8 April 2026

Registered Office: Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda

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2026 CHL Notice of AGM

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Entitlement to attend and vote

Only those shareholders registered in the register of members of the Company at 6:00 p.m. BST on 11 May 2026 (or, in the event of any adjournment, at 6:00 p.m. on the day which is two days prior to the adjourned meeting) shall be entitled to attend and vote at the Annual General Meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting. Depositary Interest holders entitled to attend and vote at the Annual General Meeting will be determined by the Depositary Interest register at 6:00 p.m. BST on 8 May 2026.

Appointment of proxies

If you are a member who is entitled to attend and vote at the Annual General Meeting, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote on your behalf at the Annual General Meeting. A form of proxy, which may be used to make such appointment and to give proxy instructions (the "Form of Proxy"), accompanies this Notice. Shareholders are strongly encouraged to appoint the Chair of the meeting as their proxy to ensure that their vote is counted.
A proxy does not need to be a member of the Company. You may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. To appoint more than one proxy, (an) additional Form(s) of Proxy may be obtained by contacting Computershare Investor Services (Bermuda) Limited ("Computershare") on +44 370 702 4040 or you may photocopy the Form of Proxy accompanying this Notice. Calls to the helpline number are charged at the standard rate per minute plus network extras. Lines are open from 8:30 a.m. to 5:30 p.m. BST Monday to Friday, excluding UK public holidays. Please indicate in the box next to the proxy holder's name, the number of shares in relation to which he or she is authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate by marking 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 same envelope. If you do not have a Form of Proxy and believe that you should have one, please contact Computershare as set out above.
Shareholders can:

(a) appoint a proxy and give proxy instructions by returning the Form of Proxy by post (see notes 6 and 7 below);

(b) register their proxy appointment electronically (see note 8 below); or

(c) if they hold shares in CREST as Depositary Interests, by utilising the CREST electronic instruction service (see notes 9 to 12 (inclusive) below).

The return of a completed Form of Proxy, other such instrument or any CREST Instruction (as described in note 10 below) will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.

Appointment of proxies by post

To be valid any Form of Proxy or other instrument appointing a proxy must be received by post at Computershare Investor Services (Bermuda) Limited c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 2:00 p.m. BST on 11 May 2026.
In the case of a shareholder which is a corporation, the Form of Proxy must be executed by a duly authorised person or under its common seal or in any other manner authorised by its constitution. The power of attorney or authority (if any) should be returned with the Form of Proxy.

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2026 CHL Notice of AGM

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Appointment of proxies electronically

Alternatively, shareholders may appoint a proxy electronically by sending completed Forms of Proxy via email to #[email protected] with the originals to follow as soon as possible. A shareholder entitled to attend and vote at the Annual General Meeting is strongly encouraged to appoint the Chair of the meeting as their proxy. To be valid, your proxy appointment should reach Computershare no later than 2:00 p.m. BST on 11 May 2026.

CREST – Depositary Interests

Holders of Depositary Interests (the "DI Holders") are invited to attend and vote at the Annual General Meeting, but to do so they must contact the Depositary in writing or by email at [email protected] with a letter requesting attendance. The Depositary will then issue the necessary Letter of Representation authorising attendance of an individual. Attendance requests should be submitted no later than 2:00 p.m. BST on 8 May 2026. To submit votes to be counted, DI Holders must either:

(a) submit a CREST Voting Instruction to the Company's agent in accordance with the instructions below; or
(b) complete, sign and return a Form of Instruction to the Depositary.

DI Holders who are CREST members and who wish to issue an instruction through the CREST electronic voting service may do so by using the procedures described in the CREST Manual (available from https://my.euroclear.com). 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 services provider(s), who will be able to take the appropriate action on their behalf.
In order for instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with the specifications of Euroclear UK & International Limited ("EUI") and must contain the information required for such instructions, as described in the CREST Manual.
The message, regardless of whether it relates to the voting instruction or to an amendment to the instruction given to the UK Depositary must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no later than 2:00 p.m. BST on 8 May 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.
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 transmission of CREST Voting Instructions. It is the responsibility of each 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), to procure that the CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST service by any particular time. In this regard, 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.
DI Holders cannot appoint the Chair as their proxy. DI Holders must instruct the custodian, Computershare Company Nominees Limited (Computershare), via CREST and Computershare and will make arrangements to vote such underlying DI Holder's shares according to the DI Holder's instructions in the manner prescribed by CREST.
The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

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2026 CHL Notice of AGM

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Appointment of proxies by joint holders

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Terminating your proxy appointment

Shareholders may terminate a proxy instruction but to do so you will need to inform the Company in writing by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Computershare Investor Services (Bermuda) Limited at c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.

Total voting rights

As at 30 March 2026, the latest practicable date prior to the date of this Notice, the Company's issued share capital consisted of 165,239,997 Common Shares, carrying one vote each. 6,758,053 Common Shares were held in treasury as at 30 March 2026 and, therefore, the total number of voting rights in the Company as at 30 March 2026 was 158,481,944.
It is proposed that all votes on the Resolutions at the Annual General Meeting will be taken by way of a poll rather than on a show of hands. The Company considers that a poll is more representative of shareholders' voting intentions because votes are counted according to the number of shares held and all votes tendered are taken into account. The results of the voting will be announced through a Regulatory Information Service and will be published on the Company's website https://conduitreinsurance.com/ as soon as reasonably practicable thereafter.

Documents on display

Copies of the Non-Executive Directors' letters of appointment are available for inspection by the shareholders (subject to verification) during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) at Ideation House, 94 Pitts Bay Road, Pembroke, HM08, Bermuda from the date of this Notice until the conclusion of the Annual General Meeting and will be available for inspection at the place of the Annual General Meeting for at least 15 minutes prior to and during the Annual General Meeting.

21. Conduct at the AGM

Unacceptable behaviour will not be tolerated at the AGM and it will be dealt with appropriately by the Chair.

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AI assistant

Conduit Holdings Limited — Proxy Solicitation & Information Statement 2026

10460_agm-r_2026-04-08_7768676d-3b20-458a-bd27-08849e21ca5c.pdf

This Document Is Important and Requires Your Immediate Attention

Conduit Holdings Limited

Notice of Annual General Meeting

Timetable of Principal Annual General Meeting Events

Pre-registration

Attendance

Letter from the Chair of Conduit Holdings Limited

Record Date

Recommendation

EXPLANATION OF RESOLUTIONS

Resolutions 1 and 2 – Annual Report and Accounts and Directors’ Remuneration Report

Resolutions 3 to 12 – Election and Re-election of Directors

Resolutions 13 and 14 – Auditors

Resolution 15 – Directors’ Authority to Allot Shares

Resolutions 16 and 17 Disapplication of Pre-emption Rights (Special Resolutions)

Resolution 18 – Purchase of own Shares (Special Resolution)

Appendix 1

Nicholas Shott: Chair

Skills and experience:

External directorships:

Neil Eckert: Executive Director of CHL and Chief Executive Officer

Skills and experience:

External directorships:

Elaine Whelan: Executive Director of CHL and Chief Financial Officer

Skills and experience:

External directorships:

Rebecca Shelley: Senior Independent Non-Executive Director

Skills and experience:

External directorships:

Malcolm Furbert: Independent Non-Executive Director

Skills and experience:

External directorships:

Ken Randall: Independent Non-Executive Director

Skills and experience:

External directorships:

Michelle Seymour Smith: Independent Non-Executive Director

Skills and experience:

External directorships:

Richard Lightowler: Independent Non-Executive Director

Peter Mullen: Independent Non-Executive Director

Penny Shaw: Independent Non-Executive Director

NOTICE OF ANNUAL GENERAL MEETING

CONDUIT HOLDINGS LIMITED

Annual Report and Accounts and Directors' Remuneration

Election of Directors

Auditors

Directors' Authority to Allot Shares

Disapplication of Pre-emption Rights*

Purchase of own Common Shares*

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Entitlement to attend and vote

Appointment of proxies

Appointment of proxies by post

Appointment of proxies electronically

CREST – Depositary Interests

Appointment of proxies by joint holders

Terminating your proxy appointment

Total voting rights

Documents on display

21. Conduct at the AGM

More from Conduit Holdings Limited

Conduit Holdings Limited Proxy Solicitation & Information Statement 2026