IG Group Holdings PLC

Proxy Solicitation & Information Statement • Aug 9, 2021

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

Form of Proxy - Annual General Meeting to be held on 22 September 2021

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

Control Number: 917380

PIN: SRN:

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: https://www.iggroup.com/investors

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 20 September 2021 at 14:00.

Explanatory Notes:

• 1. As the UK Government has moved into Step 4 of its roadmap for easing lockdown restrictions we are proposing to hold the AGM and to welcome the maximum number of shareholders we are able to within safety constraints and in accordance with Government guidelines. In any case the Board strongly encourages shareholders to appoint the chair of the Meeting as their proxy to ensure that their votes will be counted in the event that Government guidance changes ahead of the AGM.
• 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.

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.

• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously 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.

*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 UK bank holidays.

Form of Proxy

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

			*
	I/We hereby appoint the Chair 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 (Company) to be held at the Company's offices located at Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA on 22 September 2021 at 14:00, and at any adjourned meeting. For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
	Please mark here to indicate that this proxy appointment is one of multiple appointments being made.					Please use a black pen. Mark with an X inside the box as shown in this example.
	Ordinary Resolutions	For	Against	Vote Withheld			For	Against	Vote Withheld
1.	To receive the Company's accounts and the reports of the Directors and the auditors for the year ended 31 May 2021.				13. To re-elect Rakesh Bhasin (Non-Executive Director) as a Director of the Company.
2.	To approve the Directors' Remuneration Report for the year ended 31 May 2021.				14. To elect Wu Gang (Non-Executive Director) as a Director of the Company.
3.	To declare a final dividend on the ordinary shares of the Company for the year ended 31 May 2021 of 30.24 pence per ordinary share.				15. To elect Susan Skerritt (Non-Executive Director) as a Director of the Company.
4.	To re-elect June Felix (Executive Director) as a Director of the Company.				16. To re-appoint PricewaterhouseCoopers LLP as the auditors of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid.
5.	To re-elect Sally-Ann Hibberd (Non-Executive Director) as a Director of the Company.				17. To authorise the Audit Committee of the Board to determine the auditors' remuneration.
6.	To re-elect Malcolm Le May (Non-Executive Director) as a Director of the Company.				18. To authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006.
7.	To re-elect Jonathan Moulds (Non-Executive Director) as a Director of the Company.				Special Resolutions 19. To disapply the statutory pre-emption rights attaching to shares.
8.	To re-elect Jon Noble (Executive Director) as a Director of the Company.				20. To disapply the statutory pre-emption rights attaching to shares for the purposes of acquisitions or other capital investments.
9.	To re-elect Andrew Didham (Non-Executive Director) as a Director of the Company.				21. To authorise the Company to make market purchases of its own shares.
	10. To re-elect Mike McTighe (Non-Executive Director) as a Director of the Company.				22. That the Articles of Association produced to the meeting and initialled by the Chairman of the AGM for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.
	11. To re-elect Helen Stevenson (Non-Executive Director) as a Director of the Company.				23. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
	12. To re-elect Charlie Rozes (Executive Director) as a Director of the Company.				Intention To Attend Please indicate if you intend to attend the AGM

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).

H 7 9 2 0 1 I G G