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 14 July 2022 at 2.00 p.m. BST

View the Annual Report and Notice of Meeting online:

https://www.rqih.com/investors/ shareholder-information/shareholder-notices/

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 11 July 2022 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) not later than 11 July 2022 at 2.00 p.m. BST. 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.
  1. Any alterations made in this form should be initialled.
  2. 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
  3. 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 11 July 2022 (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.

177898_210558_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 71 Fenchurch Street, Ground Floor, London, EC3M 4BS on 14 July 2022 at 2.00 p.m. BST and at any adjournment thereof.

Ordinary Resolutions

Vote

For

Against Withheld

1. THAT: the Company's accounts for the year ended 31 December 2021 and the reports of the directors and auditors thereon be received and adopted.

2. THAT: William Spiegel be re-appointed as a director of the Company.

3. THAT: Alan Quilter be re-appointed as a director of the Company.

4. THAT: Tom Solomon be re-appointed as a director of the Company.

5. THAT: Philip Barnes be re-appointed as a director of the Company.

6. THAT: Alastair Campbell be re-appointed as a director of the Company.

7. THAT: Joanne Fox be re-appointed as a director of the Company.

8. THAT: Eamonn Flanagan be re-appointed as a director of the Company.

9. THAT: PKF Littlejohn LLP, who offer themselves for re-appointment, be re-appointed as auditors to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

10. THAT: the Audit Committee be authorised to determine the remuneration of the auditors.

11. THAT: the directors be authorised to allot and/or grant rights to subscribe for shares, and/or to sell treasury shares, in accordance with the terms of Resolution 11.

Special Resolutions

  1. THAT: the directors be authorised to allot and/or grant rights to subscribe for shares, and/or to sell treasury shares on a non- preemptive basis, and otherwise pre-emptively, in accordance with the terms of Resolution 11.
  2. THAT: the directors be authorised to allot and/or grant rights to subscribe for shares, and/or to sell treasury shares, in connection with a rights issue in accordance with the terms of Resolution 11.

14. THAT: the name of the company be changed to R&Q Insurance Holdings Ltd.

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.

H 9 3 7

2 8

R Q H

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

R&Q - Randall & Quilter Investment Holdings Ltd. published this content on 17 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 June 2022 17:53:01 UTC.