IG Group Holdings PLC

Proxy Solicitation & Information Statement • Aug 10, 2020

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

To be held at the Company's offices located at Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA

MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

Form of Proxy - Annual General Meeting to be held on 17 September 2020

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

PIN: 1245 SRN: C0000000000 Control Number: 916710

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

View the Annual Report and Notice of AGM online: www.iggroup.com

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 15 September 2020 at 11.00 am.

Explanatory Notes:

• 1. Only the chair of the Meeting and one other shareholder, a representative from the Company, are expected to be present at the meeting. All others seeking to attend in person will be refused entry. As proxies have to be present at the meeting in person, the Board strongly encourages shareholders to appoint the chair of the Meeting as their proxy to ensure that their votes will be counted.
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0371 495 2032* 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.
• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, 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 the day which is two days before the day of the meeting. 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.
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously

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 PLC accept no liability for any instruction that does not comply with these conditions.

appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. 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 a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0371 495 2032* to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. Only the chair of the Meeting and one other shareholder, a representative from the Company, are expected to be present at the meeting. All others seeking to attend in person will be refused entry. As proxies have to be present at the meeting in person, the Board strongly encourages shareholders to appoint the chair of the Meeting as their proxy to ensure that their votes will be counted.

*Calls to this number cost no more than a national rate from any type of phone or provider. If in doubt you should check with your phone line provider as to the exact cost involved for you to call this number. Lines are open 8.30am to 5.30pm, Monday to Friday excluding bank holidays.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 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).

*

C0000000000

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 IG Group Holdings plc to be held at the Company's offices located at Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA on 17 September 2020 at 11.00 am, 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.			Vote			inside the box as shown in this example.			Vote
Ordinary Resolutions To receive the Company's accounts and the reports of the Directors and the 1.	For	Against	Withheld	13.	To elect Mike McTighe (Non-Executive Director) as a Director of the		For	Against	Withheld
auditors for the year ended 31 May 2020.					Company.
To approve the Directors' Remuneration Policy. 2.				14.	To elect Helen Stevenson (Non-Executive Director) as a Director of the Company.
To approve the Directors' Remuneration Report for the year ended 31 May 3. 2020.				15.		To elect Charlie Rozes (Executive Director) as a Director of the Company.
To declare a final dividend on the ordinary shares of the Company for the 4.				16.	To elect Rakesh Bhasin (Non-Executive Director) as a Director of the
year ended 31 May 2020 of 30.24 pence per ordinary share.					Company.
To re-elect June Felix (Executive Director) as a Director of the Company. 5.				17.		To re-appoint PricewaterhouseCoopers LLP as the auditors of the Company.
To re-elect Sally-Ann Hibberd (Non-Executive Director) as a Director of the 6. Company.				18.	To authorise the Audit Committee of the Board to determine the auditors' remuneration.
To re-elect Malcolm Le May (Non-Executive Director) as a Director of the 7.				19.		To authorise the Directors to allot shares pursuant to section 551 of the Act.
Company.
To re-elect Bridget Messer (Executive Director) as a Director of the 8. Company.				20.	Special Resolutions To disapply the statutory pre-emption rights attaching to shares.
To re-elect Jonathan Moulds (Non-Executive Director) as a Director of the 9. Company.				21.	To disapply the statutory pre-emption rights attaching to shares for the purposes of acquisitions or other capital investments.
To re-elect Jim Newman (Non-Executive Director) as a Director of the 10.				22.	To authorise the Company to make market purchases of its own shares.
Company.
To re-elect Jon Noble (Executive Director) as a Director of the Company. 11.				23.	on not less than 14 clear days' notice.	That a general meeting other than an annual general meeting may be called
To elect Andrew Didham (Non-Executive Director) as a Director of the 12. Company.				24.	Company to the payment of the relevant Dividends; (ii) release all claims	To: (i) authorise the appropriation of the relevant distributable profits of the which the Company may have against the relevant shareholders in respect of any of the Dividends; (iii) confirm that any distribution involved in the giving
					of the release be made out of the relevant distributable profits of the Company may have against each of its Directors (past and present) in	Company appropriated to the Dividends; and (iv) release all claims which the
					respect of the Dividends.
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).