CONDUIT HOLDINGS LIMITED

All Correspondence to:

The office of the Depositary

Computershare Investor Services PLC

The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

Holder Reference Number

Form of Instruction - Annual General Meeting to be held on 17 May 2023

To view the Annual Report and Accounts and Notice of Meeting online visit:

https://conduitreinsurance.com/

To be effective, all forms of instruction must be lodged at the office of the Depositary at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Rd, Bristol BS99 6ZY by 12 May 2023 at 2.00 p.m. (BST).

Explanatory Notes:

  1. Please indicate, by placing ''X'' in the appropriate space overleaf, how you wish your votes to be cast in respect of each of the Resolutions. If this form is duly signed and returned, but without specific direction as to how you wish your votes to be cast, the form will be rejected.
  2. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular Resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a Resolution.
  3. To give an instruction via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) no later than 2.00 p.m. on 12 May 2023. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid an appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  4. Any alterations made in this form should be initialled.
  5. Should you require a copy of the Annual Report, please contact the Registrar in writing, by email !UKALLDITeam2 @computershare.co.uk or alternatively ring 0370 702 4040 before 5 May 2023.
  6. The completion and return of this form will not preclude a holder from attending the meeting and voting in person. Should the holder, or a representative of that holder wish to attend the meeting and/or vote at the meeting, they must notify the Depositary in writing or email !UKALLDITeam2@computershare.co.uk to request a Letter of Representation issued by the custodian.
  7. 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 Depositary Interest Register at 6.00 p.m. BST on 12 May 2023 (or, if the meeting is adjourned, at the time being 72 hours before the time of any adjourned meeting (without taking into account any part of a day which is not a Business Day). Changes to entries on the Depositary Interest Register after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. Computershare Investor Services PLC (the "Depositary") and the Custodian accept no liability for any instruction that does not comply with these conditions.

182906_221771_RUN_ONS/000001/000001/SG601//i

Form of Instruction

Please use a black pen. Mark with an X inside the box as shown in this example.

I/We hereby instruct the Custodian "Computershare Company Nominees Limited" to vote on my/our behalf at the Annual General Meeting of the Company to be held at Ideation House, 94 Pitts Bay Road, Pembroke, HM08, Bermuda, on 17 May 2023 at 10.00 a.m. (Atlantic Time) and at any adjournment thereof.

Vote

Ordinary Resolutions

For

Against Withheld

  1. To receive the Company's audited consolidated financial statements for the financial period ended 31 December 2022 and the reports of the Directors and the Auditors thereon (the "Annual Report and Accounts").
  2. To approve the annual report on remuneration as set out in the Annual Report and Accounts

3. To re-elect Neil Eckert as a Director of the Company.

4. To re-elect Trevor Carvey as a Director of the Company.

5. To re-elect Elaine Whelan as a Director of the Company.

6. To re-elect Sir Brian Williamson as a Director of the Company.

7. To re-elect Malcolm Furbert as a Director of the Company.

8. To re-elect Elizabeth Murphy as a Director of the Company.

Vote

For Against Withheld

10. To re-elect Ken Randall as a Director of the Company.

  1. To elect Michelle Seymour Smith as a Director of the Company.
  2. 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.
  3. To authorise the Directors to determine the remuneration of the auditors.
  4. Directors' Authority to allot shares, as detailed in the Notice of Meeting.

Special Resolutions

  1. Disapplication of Pre-emption Rights - 10% unrestricted as detailed in the Notice of Meeting.
  2. Disapplication of Pre-emption Rights - 10% for acquisition or a specified capital investment as detailed in the Notice of Meeting.
  3. To authorise the purchase of own Common Shares as detailed in the Notice of Meeting.

9. To re-elect Dr Richard L. Sandor as a Director of the Company.

Signature

Date

In the case of joint holders, only one holder need sign. In the case of a corporation, the Form of Instruction should be signed by a duly authorised official whose capacity should be stated, or by an attorney.

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Disclaimer

Conduit Holdings Ltd. published this content on 17 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 April 2023 17:47:05 UTC.