R&Q Insurance : Notice of Special General Meeting September 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant, bank manager or other independent professional adviser who, if you are resident in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 or, if you are not resident in the United Kingdom, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your ordinary shares in R&Q Insurance Holdings Ltd, you should send this document together with its accompanying documents (but not any personalised Form of Proxy or Form of Appointment) at once to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares. If you sell or have sold part only of your holding of ordinary shares in R&Q Insurance Holdings Ltd, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

R&Q Insurance Holdings Ltd

(Registered in Bermuda with the company number 47341)

NOTICE OF SPECIAL GENERAL MEETING

YOUR BOARD RECOMMENDS YOU VOTE AGAINST ALL OF THE

RESOLUTIONS AT THE SPECIAL GENERAL MEETING

This document should be read as a whole and in its entirety. Your attention is drawn to the letter to shareholders which is set out on pages 4 to 14 of this document and which contains the recommendation of the Directors that shareholders VOTE AGAINST ALL OF THE RESOLUTIONSto be proposed at the Special General Meeting.

Notice of the Special General Meeting to be held at 2 p.m. on 13 September 2022 at Leonardo Royal Hotel London Tower Bridge, Sidney Suite, 45 Prescot Street, London E1 8GP is set out on page 15 of this document:

• Shareholders (other than DI Holders) should complete the Form of Proxy enclosed with this document for use at the Special General Meeting or complete a Form of Proxy electronically by going to the following websitewww.eproxyappointment.com/Login.
• DI Holders should either complete a Form of Instruction enclosed with this document for use at the Special General Meeting (a copy of which can be found on the Company's website at www.rqih.com, or requested from the Depository at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or on [phone]) or place an instruction through the CREST system to direct the Custodian to cast votes on their behalf in respect of their Depositary Interests at the Special General Meeting

YOUR VOTE COUNTS - VOTE AGAINST ALL OF THE RESOLUTIONS

YOUR VOTE IS IMPORTANT - whether or not you intend to attend the Special General Meeting in person, you are strongly encouraged to complete, sign and return the accompanying Form of Proxy or Form of Instruction (as relevant) in accordance with the instructions printed thereon as soon as possible.

To be valid, Forms of Proxy and Forms of Instruction should be completed and returned in accordance with the instructions thereon so as to reach Computershare Investor PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as follows:

• Electronic and hard copy Forms of Proxy must be received by Computershare no later than 2 p.m. on 9 September 2022 or 48 hours before the time of any adjourned meeting (without taking into account any part of a day that is not a Business Day).
• Forms of Instruction and any instructions placed through CREST in relation to the Special General Meeting must be received by Computershare no later than 2 p.m. on 8 September 2022 or 72 hours

before the time of any adjourned meeting (without taking into account any part of a day that is not a Business Day).

Please note that industrial action has been planned by the UK Communication Workers' Union to take place on 8 September 2022 and 9 September 2022. This may delay delivery of Forms of Proxy and Forms of Instruction sent by post. Shareholders wishing to submit those forms in hard copy by post are therefore encouraged to return them as soon as possible to ensure that they reach Computershare by the relevant deadline. As indicated above, Shareholders are reminded that they may also submit Forms of Proxy electronically or, in the case of DI Holders, place their instruction through the CREST system.

The return of a completed Form of Proxy, Form of Instruction or CREST instruction will not prevent you from attending the Special General Meeting and voting in person if you so wish.

Voting at the Special General Meeting will be by poll and not on a show of hands. This reflects best practice and will ensure that shareholders who are not able to attend the Special General Meeting, but who have appointed proxies or provided Forms of Instruction, have their votes fully taken into account.

A copy of this document will also be available from the Company's website at https://www.rqih.com/investors/

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IMPORTANT NOTICE

Fenchurch Advisory Partners LLP, which is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, is acting exclusively for R&Q and for no one else in connection with the subject matter of this document and will not be responsible to anyone other than R&Q for providing the protections afforded to clients of Fenchurch Advisory Partners LLP nor for providing advice in connection with the subject matter of this document.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for R&Q and no one else in connection with the matters set out in this document and will not regard any other person as its client in relation to the matters in this document and will not be responsible to anyone other than R&Q for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.

Certain statements contained in this document constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There is a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward- looking statements contained in this document speak only as of the date of this document. The Company, its directors, Fenchurch Advisory Partners LLP, Numis, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward- looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation of the London Stock Exchange.

Unless explicitly labelled as such, no statement in this document is intended to be a profit forecast or profit estimate for any period, and no statement in this document should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Date
Effective receipt of Phoenix's request for a special	12 August 2022
general meeting*
Date of this document	24 August 2022
Latest time and date for receipt of the Form of	2 p.m. on 8 September 2022
Instruction for, or placing of a CREST instruction in
relation to, the Special General Meeting
Latest time and date for receipt of completed Forms	2 p.m. on 9 September 2022
of Proxy in relation to the Special General Meeting
Time and date of Special General Meeting	2 p.m. on 13 September 2022**
Results of Special General Meeting announced	13 September 2022**

2 P.M. ON 8 SEPTEMBER 2022:

THE LATEST TIME FOR US TO RECEIVE YOUR FORM OF INSTRUCTION OR CREST

INSTRUCTION

2 P.M. ON 9 SEPTEMBER 2022:

THE LATEST TIME FOR US TO RECEIVE YOUR PROXY FORM

• On 12 August 2022, the Company announced the receipt of a requisition notice from Phoenix Asset Management Partners Limited dated 11 August 2022, following the expiration of a moratorium placed against that notice by Phoenix Asset Management Partners Limited until 4.30 p.m. on 12 August 2022.
• Each of these times and dates may be subject to change. If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service. References to times in this document are to London time unless stated otherwise.

			The Board has called a special general meeting of the Company
			as requested by Phoenix Asset Management Partners Limited,
	Why have I		who indirectly hold 12.2% of the Company's voting rights via
	received this		Depository Interests.
	notice?		The Special General Meeting will be held at 2 p.m. on 13
			September 2022 at Leonardo Royal Hotel London Tower
			Bridge, Sidney Suite, 45 Prescot Street, London E1 8GP.
			The Special General Meeting will consider the resolutions
			proposed by Phoenix Asset Management Partners Limited to
	What is the		remove William	Spiegel, our	Executive	Chairman,	as a
		Director of the Company and to appoint Ken Randall as a
	meeting about?
		Director of the Company and, if William is removed, to act
			as an executive Director to fill the vacancy created by
			William's removal.
			Your Board is unanimous in its support for
			William Spiegel and the strategy he and his
			executive team have set out for the Company
			and strongly and unanimously believes that
			the resolutions put forward by Phoenix are not
	What is the Board		in the best interests of the Company, its
	recommending?		shareholders as a whole or its wider
			stakeholders.
			Your Board, therefore, recommends that
			shareholders VOTE AGAINSTall of the
			Phoenix Resolutions.
			Your Board unanimously believes that:
			• the current strategy is the right one being
			implemented by the right team;
	Why should I vote		• no sound justification has, in the Board's view, been
	against all of the		provided by Phoenix for these proposals, which
	Phoenix		undermines their credibility;
	Resolutions?		• Phoenix's	proposals	would	undermine	the
			improvements the current leadership team have
			made to R&Q's reporting, transparency, finance,
			capital, operations, culture and risk management to
			position the business for future growth

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