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Hiscox Limited

Proxy Solicitation & Information Statement Mar 17, 2025

6225_agm-r_2025-03-17_0139e8f9-3618-4cc3-a8c2-c0aefefcb6bb.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD HISCOX LTD – ANNUAL GENERAL MEETING

To be held at Chesney House, 96 Pitts Bay Road, Pembroke HM 08, Bermuda at 12.30 pm (local time) on Thursday, 15 May 2025. For convenience, Shareholders may view a webcast of the AGM and ask questions via a video link at Peel Hunt LLP's office, 100 Liverpool Street, London EC2A 2AT on 15 May 2025 at 4.30 pm (BST). If you wish to watch the webcast in London, please email [email protected] on or before 8 May 2025 to enable us to arrange access to Peel Hunt's offices. Note that the webcast is for informational purposes and Shareholders will not be able to vote at the AGM via the video link so should cast their votes in advance – see the Notice of Annual General Meeting for further details.

Signature of person attending

FORM OF PROXY HISCOX LTD – ANNUAL GENERAL MEETING

PLEASE COMPLETE IN BLOCK CAPITALS

I/We of

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

as my/our proxy at the Annual General Meeting of the Company to be held at 12.30 pm (local time) on Thursday, 15 May 2025 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
For Against withheld
Vote
For Against withheld
Vote
1.
2.
3.
4.
5.
6.
7.
8.
9.
To receive the Annual Report and Accounts for the
year ended 31 December 2024
To approve the Directors remuneration report
To increase the maximum fees payable to Directors
To approve the final dividend for the year ended
31 December 2024
To approve the 2025 Scrip Dividend Scheme
To authorise the Directors to capitalise sums in
connection with the 2025 Scrip Dividend Scheme
To appoint Lynne Biggar as a Director
To appoint June Yee Felix as a Director
To appoint Jane Guyett as a Director
10. To re-appoint Beth Boucher as a Director
11. To re-appoint Paul Cooper as a Director
12. To re-appoint Donna DeMaio as a Director
its own shares*
proposed as special resolutions.
21. To authorise the Directors to allot shares
22. To dis-apply pre-emption rights
23. To dis-apply pre-emption rights on an
additional 10% of shares

24. To authorise the Company to purchase
All resolutions will be proposed as ordinary resolutions,
save for those identified with an asterisk (*) which will be
13. To re-appoint Michael Goodwin as a Director
14. To re-appoint Thomas Huerlimann as a Director
15. To re-appoint Hamayou Akbar Hussain as a Director
16. To re-appoint Colin Keogh as a Director
17. To re-appoint Constantinos Miranthis as a Director
18. To re-appoint Joanne Musselle as a Director
19. To re-appoint PricewaterhouseCoopers LLP as
auditors of the Company
20. To authorise the Audit Committee to set the
auditors' remuneration
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 Chair of the meeting, 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 by visiting www.shareview.co.uk, by telephone on +44 (0)333 207 5965* 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 reply-paid envelope provided.
    1. Unless otherwise indicated on this Form of Proxy the proxy will vote as he/she thinks fit or, at his/her 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/her 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 Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. You may also deliver by hand to Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, 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 close of business 6.30 pm (BST) 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.

*Lines open 8.30 am to 5.30 pm (BST) Monday to Friday, except for bank holidays in England and Wales. Please ensure the country code is used if calling from outside the UK.

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