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Hiscox Limited

Proxy Solicitation & Information Statement Apr 12, 2013

6225_rns_2013-04-12_7917480b-4395-4ced-8d6f-b4b679fe3511.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD HISCOX LTD - ANNUAL GENERAL MEETING

To be held at Elbow Beach Hotel, 60 South Shore Road, Paget PG 04, Bermuda at 10.00 am and via video link at 1 Great St Helen's, London EC3A 6HX on Thursday 16 May 2013 (2.00 pm BST).

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of person attending Name of person attending

Address of person attending

FORM OF PROXY HISCOX LTD - ANNUAL GENERAL MEETING PLEASE COMPLETE IN BLOCK CAPITALS

being a member of the Company hereby appoint the Chairman of the meeting or (see note 1)

I/We of

as my/our proxy at the Annual General Meeting of the Company to be held at 10.00 am (2.00 pm (BST) on Thursday 16 May 2013 and at any adjournment thereof. I/we have indicated with an 'X' how I/we wish my/our votes to be cast on the following resolutions:

Please tick here if this proxy appointment is one of multiple appointments being made

RESOLUTIONS Please mark 'X' to indicate
how you wish to vote
Against withheld
Vote
1. To receive the Annual Report and Accounts for the year
ended 31 December 2012
For
2. To approve the 2012 remuneration report
3. To increase the maximum number of Directors
4. To increase the aggregate limit on Directors' fees
5. To re-appoint Caroline Foulger as a Director
6. To re-appoint Bronislaw Masojada as a Director
7. To re-appoint Robert Childs as a Director
8. To re-appoint Stuart Bridges as a Director
9. To re-appoint Richard Gillingwater as a Director
10. To re-appoint Daniel Healy as a Director
11. To re-appoint Ernst Jansen as a Director
12. To re-appoint Dr James King as a Director
13. To re-appoint Robert McMillan as a Director
14. To re-appoint Andrea Rosen as a Director
15. To re-appoint Gunnar Stokholm as a Director
16. To re-appoint KPMG as auditors
17. To authorise the Directors to set the auditors' remuneration
18. To authorise the Directors to allot shares
19. To dis-apply pre-emption rights
20. To authorise the Company to purchase its own shares
To assist with arrangements, if you intend attending the
meeting in person please place a 'X' in the relevant box: Hamilton
London
Signature
Date

A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney.

Notes

  1. If you wish to appoint a person other than the Chairman, please insert the name of chosen proxy holder in the space provided. If the proxy is being appointed

in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

    1. To appoint more than one proxy, additional proxy forms may be obtained by contacting the registrars helpline on 0871 664 0300* (from within the UK) or +44 (0)20 8639 3399 (from outside the UK) or by email to [email protected] or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
    1. Unless otherwise indicated on this form the proxy will vote as he thinks fit or, at his discretion, abstain from voting on any business of the meeting. On any other business which may properly come before the Annual General Meeting, the proxy will act at his discretion.
    1. To be valid, the Form of Proxy (and the power of attorney or other authority (if any) under which it is signed) must arrive not later than 48-hours before the time of the meeting at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom. You may also deliver by hand to The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom during usual business hours.
    1. The 'Vote Withheld' option is to enable a shareholder to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' or 'Against' a resolution.
    1. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6 pm on the day which is two days before the day of the meeting or adjourned meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
    1. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is established by the order in which the names stand in the register in respect of the joint holding.
    1. Any alterations to this Form of Proxy should be initialled.

*Calls cost 10p per minute plus network extras. Lines open 8.30 am-5.30 pm Mon-Fri, except for UK bank holidays.

Business Reply Licence Number RRHB-R SXJ-GKCY Business Reply Licence Number RSBH-UXKS-LRBC

Proxy Processing Centre Telford Road BI CES TER OX26 4LD PXS 34 Beckenham Road Beckenham BR3 4TU

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