Hiscox Limited — Proxy Solicitation & Information Statement 2014

Feb 25, 2014

FORM OF DIRECTION – HISCOX LTD.

(Incorporated in Bermuda under registration number 38877)

This Form of Direction is for completion by holders of Depositary Interests representing ordinary shares on a one for one basis in Hiscox Ltd (the “Issuer Company”) in respect of the Extraordinary General Meeting to be held at Hadsley House, Lefebvre Street, St. Peter Port, Guernsey GY1 2JP at 2.00 p.m. (London time) on 18 March 2014. For the convenience of the Issuer Company’s holders of Depositary Interests, they may attend the Extraordinary General Meeting via a video link at the Issuer Company’s registered office, 4th Floor, Wessex House, 45 Reid Street, Hamilton HM12, Bermuda (at 11:00 a.m. Bermuda time) and at the Group’s London office, 1 Great St. Helen’s, London EC3A 6HX.

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FORM OF DIRECTION – HISCOX LTD

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I/We

being a holder of Depositary Interests representing shares in the Issuer Company hereby appoint Capita IRG Trustees Limited, the Depositary as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Issuer Company to be held at Hadsley House, Lefebvre Street, St. Peter Port, Guernsey GY1 2JP at 2.00 p.m. (London time) on 18 March 2014 (and at any adjournment thereof) as directed by an ‘X’ in the spaces below. For the convenience of the Issuer Company’s holders of Depositary Interests, they may attend the Extraordinary General Meeting via a video link at the Issuer Company’s registered office, 4th Floor, Wessex House, 45 Reid Street, Hamilton HM12, Bermuda (at 11.00 a.m. Bermuda time) and at the Group’s London office, 1 Great St. Helen’s, London EC3A 6HX.

RESOLUTIONS Please indicate with an “X” in the spaces below how you wish your vote to be cast. If no indication is given, you will be deemed as instructing the Depositary to abstain from voting on the specified resolution.

• SPECIAL RESOLUTION 1 ORDINARY RESOLUTION 2 THAT, conditional upon the New Ordinary Shares being admitted to the Official List of THAT, subject to the passing of Resolution 1, the Directors be authorised to the UK Listing Authority and to trading on the London Stock Exchange’s main market for allot and issue Relevant Securities up to an aggregate nominal amount of listed securities by 8:00 a.m. on 19 March 2014 (or such later time and/or date as the £6,320,245 and Relevant Securities up to a further aggregate nominal amount Directors may in their absolute discretion determine): of £6,320,245 in connection with a Rights Issue without the prior consent of a) that the Directors be authorised to capitalise a sum not exceeding £38,000 Shareholders. standing to the credit of the Company’s share premium account to pay up in full up to 380,000,000 C Shares of par value 0.01 pence each and up to 380,000,000 D Shares of par value 0.01 pence each; SPECIAL RESOLUTION 3

• b) that the Directors be authorised to allot and issue as fully paid up 380,000,000 THAT, subject to the passing of Resolution 2, the Directors be given power to allot C Shares and 380,000,000 D Shares to the holders of the Existing Ordinary Shares, for cash, Equity Securities. other than in respect of shares held in treasury;

• c) each Existing Ordinary Share (including treasury shares) and each unissued Ordinary Share be subdivided into 89 shares of par value 500/7921 pence each SPECIAL RESOLUTION 4 and upon such subdivision every 100 shares of par value 500/7921 pence each arising from such subdivision be consolidated into one new share of par value THAT, subject to the passing of Resolution 1, the Company is generally and 6 2474/7921 pence each and upon such consolidation each such new share be unconditionally authorised to make market purchases of up to 31,601,228 New subdivided into one new ordinary share of par value 6 pence and one new deferred Ordinary Shares. share of par value 2474/7921 pence each;

• d) new Bye-Laws (which include the rights and restrictions attaching to the C Shares, D Shares, C Deferred Shares and Deferred Shares) be adopted in substitution for and to the exclusion of the Bye-Laws existing at the time of this resolution;

• e) the terms and entry into by the Company of the Option Agreement dated 24 February 2014 with UBS Limited be and is hereby approved and the Company be generally and unconditionally authorised to purchase such D Shares in accordance with the Option Agreement and to purchase the C Deferred Shares and the Deferred Shares; and

• f) that the Directors be authorised to do all acts and things they may consider necessary or desirable to give effect to this Resolution 1 and to satisfy any entitlement to C Shares and/or D Shares.

Signature

Date

Imprima C109508

Notes

1. To be effective, this Form of Direction and the power of attorney or other authority (if any) under which it is signed, or a notarially or otherwise certified copy of such power or authority, must be deposited at Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU United Kingdom not later than 2.00 p.m. (London time) on 13 March 2014.

2. Any alterations made to this Form of Direction should be initialled.

3. Please indicate with an “X” in the spaces below how you wish your vote to be cast. If no indication is given, you will be deemed as instructing the Depositary to abstain from voting on the specified resolution.

4. The Depositary will appoint the Chairman of the meeting as its proxy to cast your votes. The Chairman may also vote or abstain from voting as he thinks fit (including amendments to resolutions) which may properly come before the Extraordinary General Meeting.

5. Depositary Interest Holders wishing to attend the Extraordinary General Meeting should contact the Depositary at Capita IRG Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or email custodymgt@ capita.co.uk by no later than 2.00 p.m. on 13 March 2014.

Business Reply Licence Number RSBH-UXKS-LRBC

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PXS 34 Beckenham Road Beckenham BR3 4TU