Conduit : Form of Proxy - 2024 AGM

CONDUIT HOLDINGS LIMITED

All Correspondence to:

Computershare Investor Services (Bermuda) Limited

c/o The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

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Form of Proxy - Annual General Meeting to be held on 15 May 2024

To view the Annual Report and Accounts and Notice of Meeting online visit:

https://conduitreinsurance.com/

To be effective, all proxy appointments must be lodged with the Company's Registrars at:

c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 13 May 2024 at 2:00 p.m. (BST) or alternatively sent via email

to #[e-mail] the original to follow as soon as possible by post.

Explanatory Notes:

1. As noted above, whilst every holder has the right to appoint some other person(s) of their choice, you are encouraged to appoint "the Chairman of the Meeting" as your proxy to vote on your behalf as any other proxy appointed will not be permitted to do so as they will not be allowed to attend the meeting. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes)
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 702 4040 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. 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.

1. 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 Register of Members of the Company at close of business on 13 May 2024. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
2. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 702 4040 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
3. Any alterations made to this form should be initialled.
4. Should you require a copy of the Annual Report, please contact the Registrar in writing, by email !UKALLDITeam2 @computershare.co.uk or alternatively ring 0370 702 4040 before 7 May 2024.

Kindly Note: This form is issued only to the addressee(s) and designated account printed hereon. This personalised form is different (i) account holders; or (ii) uniquely designated accounts Computershare Investor Services (Bermuda) Limited accept no that does not comply with these conditions.

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Additional Holder 1

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Additional Holder 4

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Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

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I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting

entitlement* on my/our behalf at the Annual General Meetingheld at Ideation House, 94 Pitts Bay Road, Pembroke, HM08, Bermuda on 15 May 2024 at 10:00 a.m. (Bermuda Time), and at any

• For the appointment of more than one proxy, please refer to Explanatory
  Please mark here to indicate that this proxy appointment

Ordinary Resolutions	For

1. To receive the Company's audited consolidated financial statements for the financial period ended 31 December 2023 and the reports of the Directors and the Auditors thereon (the "Annual Report and Accounts").
2. To approve the Directors' Remuneration Policy as set out in the Annual Report and Accounts for the year ended 31 December 2023.
3. To approve the annual report on remuneration as set out in the Annual Report and Accounts for the year ended 31 December 2023.
4. To approve the rules of the Company's 2023 Long Term Incentive Plan produced to this AGM and initialled by the Chairman.

5. To re-elect Neil Eckert as a Director of the Company.

6. To re-elect Trevor Carvey as a Director of the Company.

7. To re-elect Elaine Whelan as a Director of the Company.

8. To re-elect Michelle Seymour Smith as a Director of the Company.

9. To re-elect Malcolm Furbert as a Director of the Company.

being made.	Please use a black pen. Mark with an X
inside the box as shown in this example.
	Vote
	For	Against Withheld

elect Elizabeth Murphy as a Director of the Company.

elect Ken Randall as a Director of the Company.

12. To elect Rebecca Shelley as a Director of the Company.

1. To re-appoint KPMG Audit Limited as auditors of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid.
2. To authorise the Directors to determine the remuneration of the auditors.
3. Directors' Authority to allot shares, as detailed in the Notice of Meeting.

Special Resolutions

1. Disapplication of Pre-emption Rights - 10% unrestricted as detailed in the Notice of Meeting.
2. Disapplication of Pre-emption Rights - 10% for acquisition or a specified capital investment as detailed in the Notice of Meeting.
3. To authorise the purchase of own Common Shares as detailed in the Notice of Meeting.

I/We instruct my/our proxy as indicated on this form. Unless

he or she sees fit or abstain in relation to any business of the meeting.

Signature

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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