Helios Underwriting : AGM Notice of Meeting 2021

Letter from the Chairman

Helios Underwriting plc

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

(The "Company")

2 June 2021

Dear Shareholder

Notice of Annual General Meeting 2021

In line with the proposed relaxation of national lockdown restrictions on 21 June 2021, I am pleased to invite you to our forthcoming Annual General Meeting ("AGM" or "meeting") which will be held at City of London Club, 19 Old Broad Street, London EC2N 1DS on 29 June 2021 at 12.30pm I hope you will be able to join us.

COVID-19 precautions will be in place as follows:

• The venue set up will be theatre style with a small coffee table per chair/per person.
• Attendees must bring their own pads and pens should they wish to take notes during the meeting.
• Windows will be kept open throughout the meeting to ventilate the room.
• Hand sanitisers will be provided at the entrance to the venue and the meeting room.
• Temperature checks will be carried out upon arrival/registration and recorded. Any attendee showing a temperature of 38.7°C or above will be asked to wait outside the building to allow them to cool down before re-checking the temperature again.

In the event that Government guidance changes or lockdown restrictions are not relaxed as anticipated we will notify shareholders via the Regulatory News Services and our website of any changes to the arrangements made for the meeting.

The Resolutions proposed for consideration at the AGM are set out in full on the following pages of the Notice of Annual General Meeting ("Notice").

Explanatory notes in respect of each of the Resolutions are set out following the Notice and details of the action you should take in order to appoint a proxy to attend and vote on your behalf at the AGM are also detailed below. For clarification, reference to the Company's "issued share capital" excludes shares held in treasury as detailed in Note 12 to the Notice.

Form of Proxy

You will find enclosed a Form of Proxy for use at the AGM. Whether or not you intend to be present at the AGM, we strongly encourage you to complete and return a form of proxy to ensure your votes are included in every eventuality. We suggest that you appoint the "Chairman of the meeting" as your proxy in case restrictions are not lifted as planned.

You are requested to complete the Form of Proxy in accordance with the instructions printed on the form and to return it as soon as possible and in any case so as to be received by the Company's registrars, Neville Registrars Limited, at Neville House, Steelpark Road, Halesowen B62 8HD no later than 12.30pm on 25 June 2021. It is also permitted for a completed, signed and scanned copy of the form to be emailed to [e-mail]. In addition, if you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the registrars (Crest Participant ID: 7RA11) so that it is received by the same deadline detailed above.

Voting recommendation

The Directors consider that all the proposed Resolutions are in the best interests of the Company and its shareholders as a whole and recommend that the shareholders vote in favour of such Resolutions as they intend to do in respect of their entire beneficial holdings.

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Letter from the Chairman continued

2020 Annual Report and Financial Statements ("Annual Report")

A hard copy of the Annual Report is enclosed and copies are also available on the Investor page of the Company's website, www.huwplc.com.

Preferred Option Card

Finally, if you are a new shareholder and this is the first communication you have received from the Company, a separate letter and Preferred Option Card are enclosed detailing our intention to communicate with you via the Company's website in future. Please follow the instructions in that letter regarding completion and return of the Preferred Option Card.

If you have any questions concerning this letter or the enclosed documents, please contact our Company Secretary, Martha Bruce, by email on [e-mail] or by telephone on 07884 378836.

Yours faithfully,

Michael Cunningham

Non-executive Chairman

Helios Underwriting plc

02 Helios Underwriting plc - Notice of meeting 2021

Notice of Annual General Meeting

Helios Underwriting plc

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

Notice of Annual General Meeting - Helios Underwriting plc

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Helios Underwriting plc (the "Company") will be held at City of London Club, 19 Old Broad Street, London EC2N 1DS on 29 June 2021 at 12.30pm for the purpose of considering and, if thought fit, passing the following Resolutions, of which Resolutions 1 to 7 (inclusive) are items of ordinary business and Resolutions 8 to 12 (inclusive) are items of special business. Resolutions 1 to 8 (inclusive) are being proposed as ordinary resolutions and Resolutions 9 to 12 (inclusive) are being proposed as special resolutions:

Ordinary resolutions

1. THAT the annual accounts for the year ended 31 December 2020, which include the reports of the Directors and auditors, be received and adopted.
2. THAT payment of a final dividend of 3p per ordinary share be approved in respect of the year ended 31 December 2020, such dividend to be paid on 19 July 2021 to holders of ordinary shares registered at close of business on 25 June 2021.
3. THAT Edward Fitzalan-Howard, who retires pursuant to Article 68 of the Company's Articles of Association and who, being eligible, offers himself for re-election as a Director, be reappointed.
4. THAT Tom Libassi, who, having been appointed by the Board of Directors since the last Annual General Meeting, retires pursuant to Article 65.2 of the Company's Articles of Association and who, being eligible, offers himself for re-election as a Director, be reappointed.
5. THAT Martin Reith, who, having been appointed by the Board of Directors since the last Annual General Meeting, retires pursuant to Article 65.2 of the Company's Articles of Association and who, being eligible, offers himself for re-election as a Director, be reappointed.
6. THAT PKF Littlejohn LLP ("PKF Littlejohn") be reappointed as auditors of the Company until the date of the next AGM of the Company.
7. THAT the Directors of the Company be authorised to determine the remuneration of PKF Littlejohn as auditors.

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Notice of Annual General Meeting continued

Ordinary resolutions continued

8. THAT the Directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of Section 551 of the 2006 Act to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares:

1. up to an aggregate nominal amount of £435,552 (such amount, together with the unutilised portion of the authority approved in resolution 1 at the General Meeting on 1 April 2021 of £1,822,917, being equal to approximately one third of the Company's issued share capital); and
2. comprising equity securities (as defined in Section 560 of the 2006 Act) up to an aggregate nominal amount of £2,694,020 (such amount, together with the unutilised portion of the authority approved in resolution 1 at the General Meeting on 1 April 2021 of £1,822,917, being equal to approximately two thirds of the Company's issued share capital and for such amount to be reduced by the nominal amount allotted or granted from time to time under (a) above) in connection with or pursuant to an offer or invitation by way of rights issue by the Directors in favour of:
3. 1. holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment; and
   2. holders of any other class of equity securities entitled to participate therein or, if the Directors consider it necessary, as permitted by the rights of those securities,

but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of, any regulatory body or stock exchange in any territory or any other matter whatsoever.

The authorities in this resolution 8 shall be in addition to the authority approved in resolution 1 at the General Meeting on 1 April 2021 specifically provided in connection with the acquisition of targeted Lloyd's Limited Liability Vehicles ("LLVs"), but shall otherwise be in substitution for and replace all other existing authorities to the extent not utilised at the date these resolutions are passed, and shall expire at the conclusion of the next Annual General Meeting of the Company or 30 June 2022 (whichever is earlier) save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares, or grant rights to subscribe for or convert any security into shares, in pursuance of any such offer or agreement as if the authorities conferred hereby had not expired.

Special resolutions

9. THAT, subject to the passing of resolution 8 above, the Directors of the Company be and they are hereby empowered pursuant to Section 570 of the 2006 Act to allot equity securities (as defined in Section 560 of the 2006 Act) of the Company for cash and/or to sell treasury shares for cash pursuant to the authorities conferred by resolution 8 as if Section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be limited to:

1. the allotment of equity securities or sale of treasury shares for cash in connection with or pursuant to an offer or invitation (but in the case of the authority granted under resolution 8(b), by way of a rights issue (within the meaning set out in resolution 8(b)) only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or, if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may deem necessary or appropriate to deal with fractional entitlements, treasury shares, record dates, or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of, any regulatory body or stock exchange in any territory or any other matter whatsoever; and
2. the allotment of equity securities or sale of treasury shares for cash in the case of the authority granted under resolution 8(a) above, and otherwise than pursuant to paragraph (a) of this resolution, up to an aggregate nominal amount of £338,770 (such amount being equal to approximately 5 per cent of the Company's issued share capital).

This power shall be in addition to the authority approved in resolution 4 at the General Meeting on 1 April 2021 but shall otherwise be in substitution for and replace all other existing authorities to the extent not utilised at the date these resolutions are passed, and shall expire at the conclusion of the next Annual General Meeting of the Company or 30 June 2022 (whichever is earlier) save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot the relevant securities and sell treasury shares in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

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10. THAT, subject to the passing of resolution 8 above, the Directors of the Company be and they are hereby empowered pursuant to Section 570 of the 2006 Act, to allot equity securities (as defined in Section 560 of the 2006 Act) of the Company for cash and/or to sell treasury shares for cash pursuant to the authorities conferred by resolution 8 as if Section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this power shall:

1. be limited to the allotment of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £338,770 (such amount being equal to approximately 5 per cent of the Company's issued share capital); and
2. be used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of Directors of the Company determines to be an acquisition or other specified capital investment announced at the same time or before the allotment of equity securities.

This power shall be in addition to the authority approved in resolution 4 at the General Meeting on 1 April 2021 but shall otherwise be in substitution for and replace all other existing authorities to the extent not utilised at the date these resolutions are passed, and shall expire at the conclusion of the next Annual General Meeting of the Company or 30 June 2022 (whichever is earlier) save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot the relevant securities and sell treasury shares in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

11. THAT, in substitution for all existing powers the Directors be generally and unconditionally authorised pursuant

to Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of the Company provided that:

1. the maximum aggregate number of ordinary shares that may be purchased is 6,775,406 being equivalent to approximately 10% of the Company's issued share capital;
2. the minimum price (excluding expenses) which may be paid for each ordinary share is £0.10 (being the nominal value); and
3. the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of:
4. 1. 105% of the average market value of an ordinary share in the Company for the five business days prior to the day the purchase is made; and
   2. the value of an ordinary share calculated on the basis of the higher of the price quoted for:
   3. 1. the last independent trade of; and
      2. the highest current independent bid for any number of the Company's ordinary shares on the trading venue where the purchase is carried out.

The authority in this resolution 11 shall expire at the conclusion of the next Annual General Meeting of the Company or 30 June 2022 (whichever is earlier) unless a contract to purchase ordinary shares is entered into before the end of that period in which case such purchase or purchases may be executed wholly or partly as if the power granted by this resolution had not expired.

12. THAT the draft Articles of Association of the Company, produced to the meeting and signed by the Chair for the purpose of identification, be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Company's existing Articles of Association.

By order of the Board

Martha Bruce

Company Secretary

Dated: 2 June 2021

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