Conduit : For of Proxy for 2023 AGM

CONDUIT HOLDINGS LIMITED

All Correspondence to:

Computershare Investor Services (Bermuda) Limited

c/o The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 17 May 2023

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 15 May 2023 at 2.00 p.m. (BST).

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 15 May 2023. 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 5 May 2023.

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. The Company and Computershare Investor Services (Bermuda) Limited accept no liability for any instruction that does not comply with these conditions.

182906_221772_RUN_ONS/000001/000001/SG601//i

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).

*

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 Meeting of Conduit Holdings Limited to be held at Ideation House, 94 Pitts Bay Road, Pembroke, HM08, Bermuda on 17 May 2023 at 10.00 a.m. (Atlantic Time), and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please use a black pen. Mark with an X

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

inside the box as shown in this example.

Vote

Vote

Ordinary Resolutions

For

Against Withheld

For

Against Withheld

1.

To receive the Company's audited consolidated financial

10.

To re-elect Ken Randall as a Director of the Company.

statements for the financial period ended 31 December 2022

and the reports of the Directors and the Auditors thereon

(the "Annual Report and Accounts").

2.

To approve the annual report on remuneration as set out in

11.

To elect Michelle Seymour Smith as a Director of the

the Annual Report and Accounts

Company.

3.

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

12.

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.

4.

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

13.

To authorise the Directors to determine the remuneration of

the auditors.

5.

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

14.

Directors' Authority to allot shares, as detailed in the Notice

of Meeting.

Special Resolutions

6.

To re-elect Sir Brian Williamson as a Director of the

15.

Disapplication of Pre-emption Rights - 10% unrestricted as

Company.

detailed in the Notice of Meeting.

7.

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

16.

Disapplication of Pre-emption Rights - 10% for acquisition or

a specified capital investment as detailed in the Notice of

Meeting.

8.

To re-elect Elizabeth Murphy as a Director of the Company.

17.

To authorise the purchase of own Common Shares as

detailed in the Notice of Meeting.

9. To re-elect Dr Richard L. Sandor as a Director of the Company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

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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