Hiscox Ltd - Director / PDMR Shareholding

Hiscox Ltd

(the 'Company')

Notification of transactions by Persons Discharging Managerial Responsibilities ('PDMR')

Hamilton, Bermuda (20 May 2020) - On 15 May 2020 awards ("Awards") were made to Executive Directors and PDMRs and special awards were made to certain PDMRs ("Special Awards") pursuant to the Company's Performance Share Plan ("Performance Share Plan"), which was amended and approved by shareholders on 14 May 2020, to acquire ordinary 6.5p shares ("Shares") in the capital of the Company.

The annual report on remuneration, which was approved by shareholders and is located on pages 63 to 93 of the Company's Annual Report and Accounts for the year ended 31 December 2019, provides for a maximum allowance for Awards for the Executive Directors totalling 250% of salary. Acknowledging the unprecedented uncertainty caused by the COVID-19 pandemic, the Hiscox Ltd Board ("the Board") has exercised discretion to reduce the Awards payable to approximately 160% of salary. As previously disclosed, the Executive Directors will not be eligible to receive any cash bonus until the Company resumes paying dividends to shareholders.

The Awards granted to the Executive Directors and Ben Walter are subject to performance conditions measured over the three financial years from 1 January 2020 to 31 December 2022. The performance conditions are measured against the growth in net asset value (NAV) plus dividends, on a per share basis, as outlined in the annual report on remuneration and set out below. For the PDMRs listed below, 60% of the Awards granted are subject to the same performance conditions as for Executive Directors, with the remaining 40% vesting after two years instead of three years, conditional on the PDMR achieving their personal risk-based objectives.

The Awards that are subject to performance conditions measured over the three financial years will not vest if the growth in NAV plus dividends per share is less than the risk free rate (RFR) plus 6% per annum. 20% of the award will vest if the growth in NAV plus dividends per share is equal to the RFR plus 6% per annum, rising on a straight-line basis to 100% vesting if the growth in NAV plus dividends per share is equal to or exceeds the RFR plus 14% per annum. Subject to the satisfaction of the performance conditions, Awards will vest on the third anniversary of their grant. The Awards granted to the Executive Directors and Ben Walter are subject to a further two year holding period.

In addition, on 15 May 2020 Special Awards were made to PDMRs pursuant to the Performance Share Plan. The Special Award grant will vest over two years, with two-thirds vesting after one year and one-third vesting over two years and is conditional on the PDMR achieving their personal risk-based objectives.

Details of the number of Shares over which Awards were granted are set out in the table below.

The Awards were granted from Bermuda.

This notification is made in accordance with the requirements of the EU Market Abuse Regulation (EU 596/2014).

Marc Wetherhill

Company Secretary

Hiscox Ltd

+ 1 441 278 8300