Randall & Quilter Investment : 2022 AGM July

14 July 2022

Randall & Quilter Investment Holdings Ltd.

(the "Company")

Results of Annual General Meeting

At the Annual General Meeting held on 14 July 2022 the following resolutions were conducted by way of a poll. A summary of the votes submitted is provided below:

Resolution		For	Against		Total votes			Total votes cast		Votes Withheld
		Number of Votes		% of votes cast	Number of votes	% of votes cast		cast			as % of Issued
											Share Capital
1.	Approve Report &	263,088,313		100.00%	734	0.00%	263,089,047		69.71%		34,140
	Accounts
2.	Reappoint William	191,956,308		72.95%	71,164,739	27.05%	263,121,047		69.72%		2,140
	Spiegel
3.	Reappoint Alan Quilter	252,006,504		95.78%	11,114,543	4.22%	263,121,047		69.72%		2,140
4.	Reappoint Tom Solomon	191,956,308		72.95%	71,164,739	27.05%	263,121,047		69.72%		2,140
5.	Reappoint Philip Barnes	182,858,382		79.16%	48,127,295	20.84%	230,985,677		61.21%		32,137,510
6.	Reappoint Alastair	163,773,867		62.24%	99,347,180	37.76%	263,121,047		69.72%		2,140
	Campbell
7.	Reappoint Joanne Fox	180,529,545		78.16%	50,456,132	21.84%	230,985,677		61.21%		32,137,510
8.	Reappoint Eamonn	182,858,382		79.16%	48,127,295	20.84%	230,985,677		61.21%		32,137,510
	Flanagan
9.	Reappoint the Auditors	263,094,333		100.00%	1,184	0.00%	263,095,517		69.71%		27,670
10. Determine Auditors	263,119,863		100.00%	1,184	0.00%	263,121,047		69.72%		2,140
	remuneration
11. Authority to allot shares	196,606,743		74.72%	66,514,304	25.28%	263,121,047		69.72%		2,140
12. Disapply the pre-emption	196,606,043		74.72%	66,515,004	25.28%	263,121,047		69.72%		2,140
	rights: general1
13. Disapply the pre-emption	196,606,743		74.72%	66,514,304	25.28%	263,121,047		69.72%		2,140
	rights: rights issue2

1. Resolution 12 is a special resolution requiring a 75% or more majority. As this threshold was not reached, this resolution was not passed.
2. Resolution 13 is a special resolution requiring a 75% or more majority. As this threshold was not reached, this resolution was not passed.

14. Change of Company	260,733,496	99.10%	2,354,851	0.90%	263,088,347	69.71%	34,840
name

The Board of R&Q is aware of shareholder views around its composition and elements of the Company's corporate governance structure. Following an extensive review in the second half of 2021, the Board had intended to introduce certain changes, including new Board members, to address these views and bring its structure in line with best practice. These changes were put on hold due to the proposed acquisition of the Company by Brickell PC Insurance Holdings LLC and the subsequent fundraise. Following the successful completion of the fundraise, which saw strong shareholder support, the Board is in the process of implementing its planned changes.