Sabre Insurance Group PLC — Proxy Solicitation & Information Statement 2018

Dec 31, 2018

Form of Proxy

Sabre Insurance Group plc – 2019 Annual General Meeting

Voting ID __ Task ID __ Shareholder Reference Number ___

I/We (insert name of shareholder) ________

Of (insert address of shareholder) ________

being (a) member(s) of Sabre Insurance Group plc (the “Company”) hereby appoint the Chairman of the meeting OR the following person (see Notes 3 and 4).

Name of proxy __ No. of shares authorised __

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the 2019 Annual General Meeting of the Company to be held at the Company’s offices, Old House, 142 South Street, Dorking, RH4 2YY on Thursday 23 May 2019 at 10.00 a.m. and at any adjournment of that meeting.

☐ Please indicate with an ‘X’ here if this proxy appointment is one of multiple appointments being made (see Notes 4 and 5).

Please indicate with an ‘X’ in the spaces below how you wish your votes to be cast on each resolution to be proposed at the Annual General Meeting. If this form is received duly signed but without a specific written direction on all or any of the resolutions, and in respect of any other motion which may be proposed at the Annual General Meeting (including a motion to adjourn), the proxy will exercise his or her discretion as to how he or she votes and as to whether or not he or she abstains from voting.

The ‘Vote withheld’ option is to enable you to abstain on any of the resolutions. Please note that a withheld vote has no legal effect and will not be counted in the votes ‘For’ or ‘Against’ a resolution.

Please note the deadline for receiving proxies is 10.00 a.m. on 21 May 2019 (see Note 6 below).

I/We vote:	Please mark ‘X’ to indicate how you wish to vote	For	Against	Vote withheld*
Ordinary Resolutions	☐	☐	☐	☐
1. To receive and adopt the financial statements, together with the Directors’ and Auditor’s reports thereon, for the financial year ended 31 December 2018.	☐	☐	☐	☐
2. To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) set out in the Annual Report and Accounts for the financial year ended 31 December 2018.	☐	☐	☐	☐
3. To declare a final dividend of 6.8 pence per ordinary share.	☐	☐	☐	☐
4. To declare a special dividend of 6.0 pence per ordinary share.	☐	☐	☐	☐
5. To re-elect Patrick Snowball as a Director.	☐	☐	☐	☐
6. To re-elect Geoff Carter as a Director.	☐	☐	☐	☐
7. To re-elect Adam Westwood as a Director.	☐	☐	☐	☐
8. To re-elect Catherine Barton as a Director.	☐	☐	☐	☐
9. To re-elect Rebecca Shelley as a Director.	☐	☐	☐	☐
10. To re-elect Ian Clark as a Director.	☐	☐	☐	☐

*See Note 8

Signature _______

(See Notes 6, 7, 9 and 10)

Ordinary Resolutions	Please mark ‘X’ to indicate how you wish to vote	For	Against	Vote withheld*
11. To re-elect Andrew Pomfret as a Director.	☐	☐	☐	☐
12. To re-appoint Ernst & Young LLP as auditor of the Company.	☐	☐	☐	☐
13. To authorise the Directors to fix the remuneration of the Company’s auditor.	☐	☐	☐	☐
14. To authorise the making of political donations by the Company.	☐	☐	☐	☐
15. To authorise the Directors to allot relevant securities under section 551 of the Companies Act 2006.	☐	☐	☐	☐
Special resolutions	Please mark ‘X’ to indicate how you wish to vote	For	Against	Vote withheld*
---	---	---	---	---
16. To authorise the disapplication of pre-emption rights (general authority).	☐	☐	☐	☐
17. To authorise the disapplication of pre-emption rights (specific capital investment).	☐	☐	☐	☐
18. To authorise the Company to make market purchases of its own shares.	☐	☐	☐	☐
19. To authorise general meetings to be held on 14 clear days’ notice.	☐	☐	☐	☐

Date _______

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Notes for completion of the proxy form

1. Entitlement to attend and vote at the annual general meeting ("AGM") is determined by reference to the Company's register of members (the "Register"). Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended) and section 360B of the Companies Act 2006, only those persons entered in the Register as at 6.30 p.m. on 21 May 2019 (or, if the AGM is adjourned, 6.30 p.m. on the day which is two business days before the time of the adjourned meeting) (the "Specified Time") shall be entitled to attend, speak and vote at the AGM in respect of the number of shares registered in their name at such time. Changes to entries on the Register after the Specified Time shall be disregarded in determining the rights of any person to attend, speak and vote at the AGM.

2. A shareholder who is entitled to attend, speak and vote at the AGM is entitled to appoint some other person(s) of their choice as his/her proxy to exercise all or any of his or her rights to attend, speak and vote at the AGM. A proxy need not be a shareholder of the Company but must attend the AGM in person to represent a member. The appointment of a proxy will not preclude a shareholder from attending, speaking and voting at the AGM in person. If you attend the AGM in person your proxy will be automatically terminated.

3. If a shareholder wishes to appoint a person other than the Chairman as their proxy, the name of the chosen person should be inserted in the space provided. If no name is inserted in the box provided, the Chairman of the meeting will be deemed to be appointed as proxy.

4. A shareholder may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to different shares held by that shareholder. Please indicate by putting an 'X' in the relevant box if the instruction is one of multiple instructions. When appointing more than one proxy, please complete a separate proxy form in relation to each appointment. Additional proxy forms may be obtained by contacting the Company's registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA ("Equiniti"). Alternatively, the proxy form may be photocopied. All proxy forms must be returned together in the same envelope.

5. Please state clearly on each proxy form the number of shares in relation to which the proxy is being appointed. If the proxy is being appointed in relation to less than the shareholder's full voting entitlement, the shareholder should enter, where indicated on the proxy form, the number of shares in relation to which the proxy is authorised to act. Failure to specify the number of shares each proxy appointment relates to or specifying a number which, when taken together with the number of shares set out in other proxy appointments, is in excess of the total number of shares held by the shareholder may result in the proxy appointments being invalid or, where one proxy instruction has been received, the proxy being deemed to have been authorised in respect of the shareholder's full voting entitlement.

6. To be valid, this proxy form (together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of such authority)) must be signed and dated and received by post or (during normal business hours only) by hand at the offices of the Company's registrar at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by no later than 10.00 a.m. on 21 May 2019 (or, if the meeting is adjourned, no later than 48 hours (excluding non-business days) before the time of the adjourned meeting). Electronic Proxy Appointment (EPA) is available for the AGM.

To use this facility, log onto www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number printed on the face of this proxy form will be required to complete the procedure. Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk using their user ID and password. Once logged in click "View" on the "My Investments" page, click on the link to vote and then follow the on screen instructions.

If for any reason a member does not have this information, they should contact the registrar on 0371 384 2030 (or +44 (0) 121 415 7047 for overseas callers). Lines are open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.

The appointment of a proxy in all cases must be received by the Company's registrar by no later than 10.00 a.m. on Tuesday, 21 May 2019.

1. CREST members who wish to appoint a proxy or proxies by using the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by following the procedures described in the CREST Manual. Further information is provided in Note 4 of the additional information section of the Company's Notice of Annual General Meeting.

2. Please indicate with an 'X' in the appropriate boxes how you wish your votes on the resolutions to be cast. Unless otherwise instructed, your proxy may vote or abstain from voting as he/she thinks fit. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before the AGM. The 'vote withheld' option is to enable you to abstain from voting on any particular resolution. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.

3. If a shareholder is a company, this proxy form must be executed in accordance with the company's constitution. Where executed by an officer of the company, or an attorney for the company, a copy of the authorisation of such officer or attorney must be returned with this proxy form.

4. In the case of joint holders, any one of such holders may vote at the AGM and the signature of any one holder on this proxy form will be sufficient (although the names of all joint holders should be stated). The vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Register in respect of the relevant joint holding (the first named being the most senior).

5. If more than one valid proxy form is returned in respect of the same shares, the proxy form received last by the Company's registrar before the latest time for the receipt of proxies will take precedence.

6. If a shareholder appoints a proxy to vote on his or her behalf at the AGM, the shareholder's voting rights will revert back to him or her at the conclusion of the AGM or any adjournment of it.

If you have any queries about completing this form, please contact the Company's registrar, Equiniti, by calling 0371 384 2030 (Callers from overseas should contact the Equiniti overseas helpline on +44 121 415 7047). Lines are open from 8.30 a.m. to 5.30 p.m. UK time Monday to Friday (excluding public holidays in England and Wales).