AMTRUST FINANCIAL SERVICES, INC. - Corporate Solutions

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Table of Contents APPENDIX A The text of the Amendment to our Amended and Restated Certificate of Incorporation reflecting the increase in our authorized capital is set forth below: Section 4.1 Classes of Stock . The total number of shares of all classes of stock that the Corporation shall have authority to issue is 110,000,000 160,000,000 shares of capital stock, consisting of 100,000,000 150,000,000 shares of common stock, $0.01 par value per share (the “Common Stock”) and 10,000,000 shares of preferred stock, $0.01 par value per share (the “Preferred Stock”). A-1
Table of Contents PROXY AMTRUST FINANCIAL SERVICES, INC. Annual Meeting of Shareholders to be held May 23, 2013 This proxy is solicited on behalf of the Board of Directors The undersigned hereby appoints Stephen Ungar and Barry D. Zyskind as proxies of the undersigned, with full power of substitution, to vote all of the shares of Common Stock of AmTrust Financial Services, Inc. (the “Company”) that the undersigned may be entitled to vote at the Annual Meeting of Shareholders of the Company to be held at 59 Maiden Lane, New York, New York 10038, on Thursday, May 23, 2013 at 10:00 a.m. (Eastern Time), and at any adjournment, postponement or continuation thereof, as set forth on the reverse side of this proxy card. You are encouraged to specify your choices by marking the appropriate boxes. SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. (Continued and to be signed on the reverse side)
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AMTRUST FINANCIAL SERVICES, INC. FO
Page 3 and 4: Table of Contents NOTICE OF ANNUAL
Page 5 and 6: Table of Contents AMTRUST FINANCIAL
Page 7 and 8: Table of Contents determining the a
Page 9 and 10: Table of Contents Abraham Gulkowitz
Page 11 and 12: Table of Contents CORPORATE GOVERNA
Page 13 and 14: Table of Contents Our Compensation
Page 15 and 16: Table of Contents Code of Business
Page 17 and 18: Table of Contents SECURITY OWNERSHI
Page 19 and 20: Table of Contents PROPOSAL 2: RATIF
Page 21 and 22: Table of Contents REPORT OF THE AUD
Page 23 and 24: Table of Contents the earnings per
Page 25 and 26: Table of Contents Harry C. Schlacht
Page 27 and 28: Table of Contents our growth-orient
Page 29 and 30: Table of Contents • Performance S
Page 31 and 32: Table of Contents to participate in
Page 33: Table of Contents Summary Compensat
Page 36 and 37: Table of Contents (7) The grant dat
Page 38 and 39: Table of Contents accordance with o
Page 40 and 41: Table of Contents agreement, throug
Page 42 and 43: Table of Contents Outstanding Equit
Page 44 and 45: Table of Contents Potential Payment
Page 46 and 47: Table of Contents CERTAIN RELATIONS
Page 48 and 49: Table of Contents Note Payable —
Page 50 and 51: Table of Contents Master Services A
Page 52 and 53: Table of Contents a new agreement t
Page 56: Table of Contents 1. Election of Di
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