Helios Underwriting : AGM Form of Proxy 2021

NOTICE OF AVAILABILITY

The Notice of Annual General Meeting to which this Proxy Form relates and the Report and Accounts are available on the Company's website at www.huwplc.com

NOTES TO THE FORM OF PROXY

1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. We suggest that you appoint the ʻChairman of the meetingʼ as your proxy in case restrictions are not lifted as planned.
2. Completion and return of this form will not preclude a member from attending the meeting and voting in person unless easing of the planned lockdown restrictions is delayed until after the meeting takes place.
3. If you wish your proxy to cast your votes for or against the resolution you may insert an "X" in the appropriate box. If you do not wish your proxy to vote on the resolution, you may insert an "X" in the "Withheld" box. A vote "Withheld" is not a vote in law and will not be counted in the calculation of votes "For" and "Against" a resolution. If you do not indicate how your proxy is to vote, you will be deemed to have authorised your proxy to vote or to withhold your vote as your proxy thinks fit. Your proxy will also be entitled to vote at his or her discretion on any other resolution properly put to the Annual General Meeting.
4. To appoint a proxy using this form, the form must be:
5. • completed and signed;
   • sent or delivered to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD; and
   • received by Neville Registrars no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting (or any adjournment thereof). This year it is also permitted for a completed, signed and scanned copy of the form to be emailed to [e-mail].
6. In the case of a member which is a company, this Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
7. Any power of attorney or any other authority under which this Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.
8. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. The vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. Seniority will be determined by the order in which the names appear in the register of members in respect of the joint holding.
9. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
10. CREST members who wish to appoint or instruct a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. Please see the notes to the accompanying Notice of Annual General Meeting for further information on proxy appointment through CREST.
11. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members entered in the Company's register of members at 6.00 pm on 25 June 2021 shall be entitled to attend, speak and vote at the meeting in respect of the number of shares registered in their names at that time. Changes in the Company's register of members after that time shall be disregarded in determining the rights of any person to attend, speak and vote at the meeting.

Please complete and return this Form of Proxy to the Registrars of the Company at the address shown overleaf. Alternatively, if no address is shown overleaf please use the reply paid envelope provided. If documents are posted outside the United Kingdom, please return it in an envelope using the address shown in note 4 above and pay the appropriate postage charge.

Helios Underwriting PLC

FORM OF PROXY

(Incorporated and registered in England and Wales with registered number 05892671)

I⧸We _________________________________________________ being (a) member(s) of the Company and entitled to vote at the Annual General Meeting, hereby appoint

(Please only complete if appointing someone other than the Chairman of the Meeting)

or failing him⧸her, the Chairman of the meeting as my⧸our proxy, to attend, speak and vote for me⧸us and on my⧸our behalf at the Annual General Meeting of the Company, to be held on 29 June 2021 at City of London Club, 19 Old Broad Street, London, EC2N 1DS at 12:30 p.m. and at any adjournment thereof.

Resolutions (*Special Resolutions)

• To receive and adopt the annual accounts for the year ended 31 December 2020, which include the reports of the Directors and auditors

• To approve payment of a final dividend

• To re-elect Edward Fitzalan-Howard as a Director

• To re-elect Tom Libassi as a Director

• To re-elect Martin Reith as a Director

• To reappoint PKF Littlejohn LLP as auditors of the Company

• To authorise the Directors to determine the auditors' remuneration

Mark this box with an "X" if you are appointing more than one proxy: Signed:

8 To authorise the Directors to allot shares

9* To disapply pre-emption rights

10* To disapply pre-emption rights in respect of a specified capital investment

11* To authorise the Company to make market purchases of its own shares

12* To adopt new articles of association of the Company

Leave blank to authorise your Proxy to act in relation to your full entitlement or enter the number of shares in relation to which your proxy is authorised to vote:

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Business Reply Plus

Licence Number

RSTY-SAKX-RZSL

Neville Registrars Limited

Neville House

Steelpark Road

Halesowen

B62 8HD