IG Group Holdings PLC

AGM Information • Aug 15, 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares in IG Group Holdings plc, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent who arranged the sale or transfer for you, for transmission to the purchaser or transferee.

IG Group Holdings plc (Incorporated in England and Wales with registered number 04677092)

NOTICE OF ANNUAL GENERAL MEETING

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NOTICE OF THE 2022 ANNUAL GENERAL MEETING AND A LETTER FROM YOUR CHAIR, INCLUDING AN EXPLANATION OF THE BUSINESS TO BE CONDUCTED AT THAT MEETING, WHICH IS TO BE HELD ON WEDNESDAY, 21 SEPTEMBER 2022 AT 14:00 AT THE OFFICES OF IG GROUP HOLDINGS PLC, LOCATED AT CANNON BRIDGE HOUSE, 25 DOWGATE HILL, LONDON, EC4R 2YA, IS SET OUT ON PAGES 9 TO 14 OF THIS DOCUMENT.

Please complete and submit the enclosed Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be completed, signed and returned to reach the Company's Registrar by no later than 14:00 on Monday, 19 September 2022. Completion and return of a form of proxy will not prevent members from attending and voting in person should they wish to do so.

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IG Group Holdings plc

(Incorporated in England and Wales with registered number 04677092)

Mike McTighe (Chair) Cannon Bridge House June Felix (Chief Executive Officer) 25 Dowgate Hill Jon Noble (Chief Operating Officer) London Charlie Rozes (Chief Financial Officer) EC4R 2YA Jonathan Moulds (Senior Independent Non-Executive Director) Rakesh Bhasin Andrew Didham Wu Gang Sally-Ann Hibberd Malcolm Le May Susan Skerritt Helen Stevenson

Directors Registered office

9 August 2022

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Dear Shareholder

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Notice of 2022 Annual General Meeting of IG Group Holdings plc (the "Company")

I am writing to inform you that the Annual General Meeting ("AGM") of the Company will be held at the Company's offices located at Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA, on Wednesday, 21 September 2022 at 14:00. The formal notice of the AGM and the resolutions to be proposed are set out on pages 9 to 14 of this document.

If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this notice and return it in accordance with the instructions printed on the form as soon as possible. It must be received by no later than 14:00 on Monday, 19 September 2022.

The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 18 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 19 to 22 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

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Annual Report and Accounts (Resolution 1)

The Directors present to the Shareholders at the AGM for approval as an ordinary resolution the Annual Report and Accounts for the year ended 31 May 2022, together with the Directors' and Auditor's report on the Annual Report and Accounts.

Directors' Remuneration Report (Resolution 2)

Shareholders will be asked to receive and approve as an ordinary resolution the Directors' Remuneration Report for the year ended 31 May 2022. The Directors' Remuneration Report is set out in full on pages 79 to 101 of the Annual Report and Accounts and sets out the pay and benefits received by each of the Directors during the year ended 31 May 2022. This vote is advisory and therefore will not affect the remuneration or benefits received by any Director.

Dividend (Resolution 3)

A final dividend of 31.24 pence per ordinary share is recommended by the Directors for payment to Shareholders on the Register of Members at the close of business on 23 September 2022. Subject to the approval of Shareholders at the AGM, this dividend will be paid on 20 October 2022.

Re-election of Directors (Resolutions 4 to 15)

The UK Corporate Governance Code recommends that all Directors of FTSE 350 companies should be subject to annual re-appointment by Shareholders. In accordance with this, all of the Directors will submit themselves for re-election by Shareholders at the forthcoming AGM.

Having considered the performance of and contribution made by each of the Directors standing for re-election, the Board remains satisfied that each of the Directors performs effectively and demonstrates full commitment to their individual role, including the appropriate commitment of time for Board and Committee meetings and other duties required.

Each Director standing for re-election will be proposed by separate resolution (Resolutions 4 to 15). The biographical details of each of the Directors standing for re-election demonstrate why each Director's contribution is, and continues to be, considered important to the Company's long-term sustainable success. The biographical details of the directors standing for re-election are as follows:

Mike McTighe, Non-Executive Director and Board Chair

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Mike has a wealth of leadership, board and regulatory experience from both public and private companies. Mike is the Chair of Openreach Limited and Together Financial Services Limited. For over 20 years he has held various non-executive director roles in a range of regulated and unregulated industries while also spending eight years on the board of Ofcom and one year on the board of Postcomm. Mike has held many chairships over the years, including chairing several UK and US public company boards.

Mike spent most of his executive career at Cable and Wireless, Philips, Motorola and GE.

Mike holds a BSc (Eng) honours degree in Electrical Engineering.

June Felix, Chief Executive Officer

June was appointed as Chief Executive Officer on 30 October 2018, having previously served as a Non-Executive Director of the Company since 4 September 2015. June has had a successful career, growing and leading global financial services and tech companies, and living and working in Hong Kong, London and New York.

June brings to the role over 25 years' experience in both the finance and digital technology sectors. June is a Non-Executive Director of RELX PLC and also sits on the Board of Advisors of the London Technology Club. June has no other current external appointments.

Until the sale of Verifone Inc, June was President of Verifone Europe and Russia with responsibility for over 2,000 employees with the operation of the business throughout those territories. Prior to her role at Verifone, June held various executive management positions at a number of large multi-national businesses. These included Citibank where she was Managing Director of Global Healthcare, Citi Enterprise Payments, IBM Corporation where she was Global General Manager for the Global Banking and Financial Markets industry sector, and Chase Manhattan Bank where she was APAC Region Head of GPTS. June has also worked as a strategy consultant at Booz, Allen & Hamilton, in strategy roles at Chase Manhattan Bank, and as Chief Executive Officer of Certco, a risk management technology firm for global broker dealers.

June graduated from the University of Pittsburgh with a summa cum laude (first class honours) degree in Chemical Engineering and Pre-Med.

Charlie Rozes, Chief Financial Officer

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Charlie was appointed as Chief Financial Officer on 1 June 2020.

Charlie has a proven track record of, and accountability for, financial control and reporting, accounting, tax, M&A, investor relations, risk and compliance, and audit. He is a highly experienced finance leader having held other executive director roles in the financial services sector prior to joining IG, and having driven a number of substantial change programmes both in the UK and internationally.

Charlie began his professional career with PricewaterhouseCoopers LLP, and became a Partner in 2001 in the US management consulting practice. Following that

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he held senior executive roles at IBM and Bank of America. In 2007, he joined Barclays plc where he was the Chief Financial Officer of Barclays UK Retail and Business Bank, and became the Global Head of Investor Relations in September 2011 until August 2015.

He was the Group Finance Director at Jardine Lloyd Thompson plc from September 2015 until April 2019 when it was acquired by Marsh & McLennan Companies Inc.

Charlie has no current external appointments.

Charlie has an undergraduate degree from Tufts University and an MBA from the Southern Methodist University.

Jon Noble, Chief Operating Officer

Jon was appointed Chief Operating Officer on 14 June 2019 with responsibility for Trading and Operations and is a member of the Executive Committee. Jon also leads the business change office and chairs a number of the Company's management committees. Jon is also a standing attendee of the Board ESG Committee, providing Executive guidance.

Jon first joined IG in 2000 as a trainee dealer, rising to Dealing Director in 2007. In 2010, Jon became Dealing & Operations Director and in 2012 was appointed Chief Information Officer. In 2015, Jon was appointed as Head of IG's Delivery pillar. He was appointed to the Board as Chief Information Officer on 1 June 2018.

As Chief Information Officer, Jon had responsibility for setting and delivering our IT strategy, delivery of all programmes of work and for keeping the production environment stable and secure. He was responsible for IG's IT systems, including its client interface systems.

Jon has no current external appointments.

Jon graduated from Durham University with a degree in Economics and obtained an Executive MBA from London Business School in 2007.

Jonathan Moulds, Senior Independent Director (SID)

Jonathan is the Chair of Citi Group's largest global subsidiary CGML and is also the Chair of Litigation Capital Management Limited, an AIM-listed litigation finance company. He has extensive experience in financial markets and has worked in the US, Asia and the UK during his career. He served as the Group Chief Operating Officer of Barclays plc until 2016.

Prior to Barclays, Jonathan had a 20-year career with Bank of America and was Chief Executive Officer of Merrill Lynch International following the merger of the two institutions in 2008, with responsibility for Bank of America's European businesses. He was a member of Bank of America's Global Operating Committee.

Jonathan has served widely on key industry associations including as Chair of the International Swaps and Derivatives Association (ISDA) from 2004 until 2008, and as a Director of the Association for Financial Markets in Europe (AFME). He remains a member of AFME's Advisory Board. Jonathan was a member of the Capital Markets Senior Practitioners of the UK Financial Services Authority and the Global Financial Markets Association.

Jonathan has a first-class honours in Mathematics from the University of Cambridge. He was also awarded a CBE in the 2014 Honours List for services to philanthropy.

Rakesh Bhasin, Non-Executive Director

Rakesh brings extensive technology and global markets experience, specifically in Asia-Pacific. He is a Non-Executive Director for a portfolio of companies in multiple sectors and is also Chair of CMC Networks, a Carlyle Group investment company based in Africa, focused on providing telecommunications services across Africa and the Middle East.

In his executive career, Rakesh was the Chief Executive Officer and a member of the Board of Colt Technology Services, a Fidelity owned company providing network, voice and data centre services globally. Rakesh was appointed into the role of Chief Executive Officer in December 2006 and completed his tenure at the end of 2015, concluding his secondment from Fidelity. Concurrently, he was Non-Executive Chair of KVH, an Asian-based technology company with headquarters in Tokyo and operations in Hong Kong, Seoul and Singapore, and Non-Executive Chair of Market Prizm, a financial services focused technology company.

Rakesh has also previously held senior positions within AT&T, including Head of AT&T Asia-Pacific's managed network services business and President, AT&T Japan Limited. He was also formerly Senior Managing Director of Japan Telecom Company Limited.

Rakesh has a BSc in Electrical Engineering from George Washington University.

Andrew Didham, Non-Executive Director

Andrew is currently Non-Executive Director and Chair of GCP Infrastructure Investments Limited, a Director of N.M. Rothschild & Sons Limited and is also Chair of the N.M. Rothschild Pension Trust. In 2017 Andrew was appointed to the Board of Shawbrook Group plc where he is a Non-Executive Director and Chair of its Audit Committee.

From 2017 to 2021 Andrew was a Non-Executive Director and, from 2017, Senior Independent Director of Charles Stanley Group plc, where he also served as Non-Executive Chair of its principal operating company Charles Stanley & Co. Limited. From 2017 to 2019 Andrew served as Non-Executive Director and Chair of the Audit and Risk Committees of Jardine Lloyd Thompson Group plc.

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Andrew was a Partner at KPMG from 1990 to 1997 and is a Fellow of the Institute of Chartered Accountants in England and Wales. Upon leaving KPMG, Andrew served as Group Finance Director of the worldwide Rothschild group for 16 years from 1997 to 2012. From 2012 he has served as an Executive Vice Chair in the Rothschild group.

Andrew has a BA (Hons) in Business Studies (Finance).

Wu Gang, Non-Executive Director

Wu Gang has a strong strategic and financial advisory background and a wealth of international experience gained from a career of over 25 years in investment banking in Asia and Europe. He set up and led the European investment banking team at CLSA Securities, the international investment banking platform of CITIC Securities, from 2015 to January 2019. Prior to CLSA Securities, he was head of M&A and General Industrials at ICBC International. Wu Gang also held senior level positions at Royal Bank of Scotland, HSBC and Merrill Lynch in Hong Kong and London. He started his investment banking career at Goldman Sachs.

Wu Gang is currently a Non-Executive Director of Tritax Big Box REIT plc and Ashurst LLP, where he is also Chair of the Risk Committee, and a senior adviser at Rothschild & Co Hong Kong Limited. He served as a Non-Executive Director and member of the Remuneration Committee of Laird plc from January 2017 to June 2018.

Wu Gang has an MBA from INSEAD, Fontainebleau, an MA in Asia Area Studies from SOAS, University of London, and a BA in English and American Literature from Fudan University in Shanghai.

Sally-Ann Hibberd, Non-Executive Director

Sally-Ann has a broad background in financial services and technology. She previously served as Chief Operating Officer of the International Division, and latterly as Group Operations and Technology Director, of Willis Group, held a number of senior executive roles at Lloyds TSB and was a Non-Executive Director of Shawbrook Group plc until January 2019.

Sally-Ann serves as a Non-Executive Director of Simon Midco Limited and the Co-operative Bank plc where she is a member of its Audit, Remuneration and Risk Committees.

In addition, Sally-Ann is a non-executive member of the governing body of Loughborough University.

Sally-Ann holds a BSc in Civil Engineering from Loughborough University and an MBA from CASS Business School.

Malcolm Le May, Non-Executive Director

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Malcolm has broad experience and knowledge of the financial services and investment sectors, along with extensive experience on the boards of publicly listed companies.

Malcolm was Remuneration Committee Chair and Senior Independent Director of the Company from September 2015 to September 2020.

Malcolm was appointed as Chief Executive Officer of Provident Financial plc in February 2018, having previously been its Senior Independent Director until November 2017 and, following the death of its Chair, Interim Executive Chair.

Malcolm served as a Non-Executive Director and Chair of the Remuneration Committee of Hastings Group Holdings plc prior to his resignation in April 2018. He also served as Senior Independent Director of Pendragon plc, and was a Non-Executive Director and Chair of the Investment Committee at RSA Insurance Group plc. Prior to this, he held various executive roles at Morgan Grenfell plc, Drexel Burnham Lambert, Barclays de Zoete Wedd Holdings, UBS AG, ING Barings Limited, Morley Fund Managers (now Aviva Investors) and JER Partners Limited, where he was European President and Matrix Securities Limited.

Susan Skerritt, Non-Executive Director

Susan is an Independent Director of Community Bank System, a commercial bank providing services across the north-eastern US, Tanger Factory Outlet Centers, an owner and operator of North American outlet centres, and Falcon Group, a leading worldwide inventory management solutions business. Susan previously served as Chair, CEO and President at Deutsche Bank Trust Company Americas, Non-Executive Director to Royal Bank of Canada US Group and Executive Board Member at Deutsche Bank USA and Bank of New York Mellon Trust Company.

Susan is a commercial banker, industry consultant and corporate treasury professional with expertise in global financial markets, regulatory matters and strategic project management. Susan has chaired and been a member of a number of board committees during her career, including Chair of the Human Resources and Corporate Governance Committee at Royal Bank of Canada US Group. She is currently Chair of the Audit and Risk Committee at Falcon Group, Chair of the Audit Committee of Tanger Factory Outlet Centers and a member of the Audit Committee of the Community Bank System.

Susan is a Trustee of the Village of Saltaire.

Susan has an MBA in Finance and International Business from New York University Stern School of Business and a BA in Economics from Hamilton College.

Helen Stevenson, Non-Executive Director

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Helen brings extensive marketing and digital experience from a range of industries, together with strong customer focus. Helen is an experienced Non-Executive Director with particular experience regarding remuneration matters. Helen is currently the Senior Independent Director of

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Reach plc, a Non-Executive Director of Skipton Building Society, and Non-Executive Director and Chair of RM plc.

Helen served on the board of Kin and Carta from May 2012 to December 2021 where she was Remuneration Committee Chair and Senior Independent Director and as Chief Marketing Officer UK at Yell Group plc from 2006 to 2012 and, prior to this, served as Lloyds TSB Group Marketing Director. Helen started her career with Mars Inc where she spent 19 years, culminating in her role as European Marketing Director, leading category strategy development across Europe.

Helen is a member of the Henley Business School Strategy Board and serves as a Governor of Wellington College.

Helen has a BA (Hons) Degree in Chemical Engineering from Cambridge University.

Auditor (Resolutions 16 and 17)

The Company is required at each general meeting at which accounts are presented to appoint an Auditor to hold office until the next such meeting.

PricewaterhouseCoopers LLP have indicated their willingness to continue in office, and the Board, on the unanimous recommendation of the Audit Committee, which evaluated the effectiveness and independence of the external Auditor, is proposing the re-appointment of PricewaterhouseCoopers LLP as the Company's Auditor for the financial year ending 31 May 2023.

Accordingly, Resolution 16 re-appoints PricewaterhouseCoopers LLP as Auditor to the Company, and Resolution 17 authorises the Audit Committee of the Board to determine the Auditor's remuneration.

Authority of Directors to allot shares (Resolution 18)

The authority given to the Directors to allot further shares in the capital of the Company requires the prior authorisation of the Shareholders in a general meeting under Section 551 of the Companies Act 2006 (the "2006 Act"). This authority was given at the 2021 AGM, and this resolution seeks to renew that authority. Upon the passing of the resolution, the Directors will have authority to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a maximum nominal value of £7,000 which is approximately 33 per cent of the total issued ordinary share capital, exclusive of treasury shares, as at 8 August 2022, being the latest practicable date before the publication of this Notice. This authority will expire at the conclusion of the next AGM of the Company or 30 November 2023, whichever is earlier. The Directors intend to seek to renew such authority at successive AGMs of the Company. As at 8 August 2022, being the latest practicable date before the publication of this Notice, the Company held no equity securities in treasury.

In addition, in accordance with the guidance from the Investment Association ("IA") on the expectations of institutional investors in relation to the authority of Directors to allot shares, upon the passing of Resolution 18, the Directors will have authority to allot an additional number of ordinary shares up to a maximum nominal value of £7,000, which is approximately a further 33 per cent of the total issued ordinary share capital as at 8 August 2022, being the latest practicable date before the publication of this Notice.

However, the Directors will only be able to allot those shares for the purposes of a rights issue in which the new shares are offered to existing Shareholders in proportion to their existing shareholdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary. This authority will also expire at the conclusion of the next AGM of the Company or 30 November 2023, whichever is earlier. The Directors intend to seek to renew such authority at successive AGMs of the Company.

As a result, if Resolution 18 is passed, the Directors could allot shares representing up to two-thirds of the total issued ordinary share capital pursuant to a rights issue. There are no current plans to use such an authority. However, if the Directors do conduct a rights issue and the number of shares issued exceeds one-third of the total issued ordinary share capital and the monetary proceeds from the rights issue exceed one-third of the Company's pre-issue market capitalisation, then, in accordance with the IA guidelines, the Directors will all offer themselves for re-election at the AGM of the Company following the decision to undertake the rights issue.

The Directors have no current plans to undertake a rights issue or to allot shares, except in connection with the Company's employee share schemes. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.

Disapplication of pre-emption rights (Resolutions 19 and 20)

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Resolution 19 would authorise the Directors to disapply rights of pre-emption by allowing the Directors to allot new shares or sell treasury shares for cash (i) by way of a preemptive offer or rights issue (subject to certain exclusions), (ii) by way of an open offer or other offer of securities (not being a rights issue) in favour of existing Shareholders (subject to certain exclusions) and (iii) to persons other than existing Shareholders up to an aggregate nominal value of £1,000, which is equivalent to approximately 5 per cent of the total issued ordinary share capital of the Company as at 8 August 2022, being the latest practicable date prior to the publication of this Notice, in each case, without the shares first being offered to existing Shareholders in proportion to their existing holdings.

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If given, the authority will expire at the conclusion of the next AGM of the Company or 30 November 2023 whichever is earlier. The Directors intend to seek to renew such power at successive AGMs of the Company.

The Directors consider the authority in Resolution 19 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions. The Directors have no current plans to undertake a rights issue or to allot shares, except in connection with the Company's employee share schemes.

Resolution 20 will permit the Directors to allot additional shares up to a maximum nominal value of £1,000 representing approximately a further 5 per cent of the issued ordinary share capital as at 8 August 2022, being the latest practicable date before the publication of this Notice, otherwise than in connection with a pre-emptive offer to existing Shareholders where the allotment is to finance an acquisition or capital investment, or refinance a transaction of that nature entered into in the previous six months.

This disapplication authority follows guidance from the Pre-Emption Group's revised Statement of Principles published in March 2015 (the "PEG Principles"). The PEG Principles allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to be increased from 5 per cent to 10 per cent of the Company's issued ordinary share capital, provided that the additional 5 per cent authority is used only in connection with an acquisition or specified capital investment.

The Board confirms that it will only allot shares for cash pursuant to this authority where that allotment is in connection with an acquisition or specified capital investment (as described in the PEG Principles) which is announced at the same time as the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of that allotment.

If given, the authority will expire at the conclusion of the next AGM of the Company or 30 November 2023, whichever is earlier. The Directors intend to seek to renew such power at successive AGMs of the Company.

In accordance with institutional investor guidelines, the Directors confirm their intention not to allot shares for cash on a non-pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of 7.5 per cent of the total issued ordinary share capital issued for cash on a non-pre-emptive basis during any rolling three-year period without prior consultation with Shareholders.

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Authority for the Company to purchase its own shares (Resolution 21)

The Company's Articles of Association permit the purchase by the Company of its own shares subject to Shareholders' prior approval being obtained. This Resolution also renews the authority provided at the 2021 AGM and would authorise the Company to purchase up to 43,015,803 shares. If given, the authority will expire at the conclusion of the next AGM of the Company or 30 November 2023, whichever is earlier. The Directors intend to seek to renew this power at subsequent AGMs of the Company.

The Resolution specifies the maximum number of ordinary shares which may be purchased (representing 10 per cent of the Company's total issued ordinary share capital (excluding treasury shares) as at 8 August 2022, being the latest practicable date before the publication of this Notice) and the maximum and minimum prices at which they may be bought, exclusive of expenses, reflecting the requirements of the 2006 Act and the Listing Rules.

On 21 July 2022, the Company announced a share buyback of up to £150 million, with an agreement having been entered into with JP Morgan Securities plc in respect of an initial tranche of up to £75 million (the "First Tranche"). Purchases under such agreement will be executed under the authority provided at the 2021 AGM. The Directors currently intend to implement the second tranche of a further up to £75 million (the "Second Tranche") at a later date and intend the Second Tranche to be executed under this Resolution. The Directors have no other current intention to use the authority under this Resolution.

Under the 2006 Act, the Company is permitted to hold its own shares in treasury following a buy-back, instead of cancelling them. This gives the Company the ability to reissue treasury shares quickly and cost-effectively (including pursuant to the authority under Resolution 18) and provides the Company with additional flexibility in the management of its capital base. Such shares may be resold for cash but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury. If the Board exercises the authority conferred by Resolution 21, the Company will have the option of either holding in treasury or of cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue. The Board has decided to cancel shares purchased under the First Tranche and will decide at the time of entering into the Second Tranche whether those shares will be held in treasury or cancelled.

As at 8 August 2022, being the latest practicable date before the publication of this Notice, the Company held no equity securities in treasury.

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Notice Period for meetings (Resolution 22)

The 2006 Act requires listed companies to give a minimum notice period of 21 clear days for general meetings (other than an AGM) unless Shareholders have approved the calling of general meetings on 14 clear days' notice and the Company offers the facility for Shareholders to vote by electronic means.

Resolution 22 seeks to renew the approval given by Shareholders at the 2021 AGM to allow the Company to call general meetings (other than an AGM of the Company) on 14 clear days' notice. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole.

Action to be taken

You will find enclosed a Form of Proxy. Please complete, sign and return the enclosed form as soon as possible in accordance with the instructions printed thereon.

Forms of Proxy should be returned in the enclosed business reply envelope to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY no later than Monday, 19 September 2022 at 14:00 (or, in the event of an adjournment, the time which is 48 hours before the adjourned meeting).

Recommendation

Your Directors consider that Resolutions 1 to 22, to be put to the meeting, are in the best interests of the Company and its Shareholders as a whole, and unanimously recommend Shareholders to vote in favour of Resolutions 1 to 22, as they intend to do in respect of their own beneficial holdings.

Yours faithfully,

MIKE MCTIGHE CHAIR IG Group Holdings plc

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IG Group Holdings plc Notice of Annual General Meeting

Notice is hereby given that the AGM of the Company will be held at the Company's offices located at Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA, on Wednesday, 21 September 2022 at 14:00.

The business of the AGM will be to consider and, if thought fit, to pass Resolutions 1 to 18 inclusive as ordinary resolutions and Resolutions 19 to 22 inclusive as special resolutions.

Ordinary resolutions

• 1. To receive the Company's accounts and the reports of the Directors and the Auditor for the year ended 31 May 2022.
• 1. To approve the Directors' Remuneration Report for the year ended 31 May 2022.
• 1. To declare a final dividend on the ordinary shares of the Company for the year ended 31 May 2022 of 31.24 pence per ordinary share.
• 1. To re-elect Mike McTighe (Non-Executive Director) as a Director of the Company.
• 1. To re-elect June Felix (Executive Director) as a Director of the Company.
• 1. To re-elect Charlie Rozes (Executive Director) as a Director of the Company.
• 1. To re-elect Jon Noble (Executive Director) as a Director of the Company.
• 1. To re-elect Jonathan Moulds (Non-Executive Director) as a Director of the Company.
• 1. To re-elect Rakesh Bhasin (Non-Executive Director) as a Director of the Company.
• 1. To re-elect Andrew Didham (Non-Executive Director) as a Director of the Company.
• 1. To re-elect Wu Gang (Non-Executive Director) as a Director of the Company.
• 1. To re-elect Sally-Ann Hibberd (Non-Executive Director) as a Director of the Company.
• 1. To re-elect Malcolm Le May (Non-Executive Director) as a Director of the Company.
• 1. To re-elect Susan Skerritt (Non-Executive Director) as a Director of the Company.

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• 1. To re-elect Helen Stevenson (Non-Executive Director) as a Director of the Company.
• 1. To re-appoint PricewaterhouseCoopers LLP as the Auditor of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid.
• 1. To authorise the Audit Committee of the Board to determine the Auditor's remuneration.
• 1. That the Directors be and are generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares:
  2. i. up to a nominal amount of £7,000; and
  3. ii. comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further nominal amount of £7,000 in connection with an offer by way of a rights issue;

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next annual general meeting or on 30 November 2023, whichever is earlier but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

For the purposes of this Resolution, 'rights issue' means an offer to:

• i. ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• ii. people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

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Special resolutions

• 1. That, subject to the passing of Resolution 18 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash:
  2. i. pursuant to the authority given by paragraph (i) of Resolution 18 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(2)(b) of the 2006 Act in each case:
     • (I) in connection with a pre-emptive offer; and
     • (II) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £1,000; and
  3. ii. pursuant to the authority given by paragraph (ii) of Resolution 18 above in connection with a rights issue, as if Section 561(1) of the 2006 Act did not apply to any such allotment;

such authority to expire at the end of the next annual general meeting of the Company or at the close of business on 30 November 2023, whichever is earlier provided that the Company may make offers and enter into agreements before the expiry of such authority which would, or might, require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors shall be entitled to allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution:

• i. 'rights issue' has the same meaning as in Resolution 18 above;
• ii. 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
• iii. references to an allotment of equity securities shall include a sale of treasury shares; and
• iv. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
• 1. That, subject to the passing of Resolution 18 above, and in addition to any authority granted by Resolution 19 above, the Directors be authorised pursuant to Section 570 and Section 573 of the 2006 Act to allot equity securities (within the meaning of Section 560(1) of the 2006 Act) for cash under the authority conferred by Resolution 19 above and/or to sell treasury shares for cash as if Section 561(1) of the 2006 Act did not apply to any such allotment or sale, provided that this authority shall be:
  2. i. limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £1,000; and
  3. ii. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; such authority to expire at the end of the next annual general meeting of the Company or at the close of business on 30 November 2023, whichever is earlier provided that the Company may make offers and enter into agreements before the expiry of such authority which would, or might, require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors shall be entitled to allot equity securities and sell treasury shares pursuant to any such offer or agreement as if the authority had not expired.
• 1. That the Company be and is hereby unconditionally and generally authorised for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693 of the 2006 Act) of ordinary shares of 0.005 pence each in the capital of the Company provided that:
  2. i. the maximum number of shares which may be purchased is 43,015,803 (representing an amount equal to 10 per cent of the Company's total issued ordinary share capital as at 8 August 2022);
  3. ii. the minimum price which may be paid for each share is 0.005 pence;
  4. iii. the maximum price which may be paid for a share is an amount equal to the higher of:
     • (I) 105 per cent of the average of the closing price of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which such share is contracted to be purchased; or

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• (II) the higher of the price of the last independent trade and the highest current bid as stipulated by Commission adopted Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation; and
• iv. this authority shall expire at the conclusion of the next annual general meeting of the Company or on 30 November 2023, whichever is earlier (except in relation to the purchase of shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.
• 1. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

BY ORDER OF THE BOARD

JOANNA NAYLER COMPANY SECRETARY IG Group Holdings plc 9 August 2022

Registered Office: Cannon Bridge House 25 Dowgate Hill London EC4R 2YA

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Registered in England and Wales

Registered number: 04677092

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NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

• 1. Shareholders wishing to attend the meeting are asked to register their intention at www.investorcentre.co.uk/ eproxy no later than 14:00 on Monday, 19 September 2022. Rules around capacity at the venue and changes in health and safety requirements may mean Shareholders cannot ultimately attend the meeting.
• 1. A member entitled to attend and vote at the Annual General Meeting ("AGM") may appoint one or more proxies to exercise all or any of his rights to attend, speak and vote at the AGM. A member can appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attaching to different shares held by him. A proxy need not be a member of the Company. Completion and submission of an instrument appointing a proxy will not preclude a member from attending and voting in person at the AGM. A Form of Proxy is enclosed. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person.

In order to be a valid appointment of proxy, the Form of Proxy and the original (or a certified true copy) of any power of attorney or other authority, if any, under which the Form of Proxy is signed must be received by post, by courier or (during normal business hours only) by hand at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 19 September 2022 at 14:00 (or, in the event of an adjournment, the time which is 48 hours before the adjourned meeting).

Alternatively, members can submit their proxy online at www.investorcentre.co.uk/eproxy by following the instructions provided.

Please note that any electronic communication sent to the Company or to Computershare Investor Services PLC that is found to contain a computer virus will not be accepted. The use of the internet service in connection with the AGM is governed by Computershare Investor Services PLC's conditions of use set out on the website, www.investorcentre.co.uk/eproxy and may be read by logging on to that site.

If a member wishes to appoint more than one proxy and so requires additional Forms of Proxy, the member should contact Computershare Investor Services PLC on the Shareholder Helpline +44 (0)371 495 2032 or members may photocopy the Form of Proxy. (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 – 5.30pm, Monday – Friday excluding UK bank holidays).

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment, or instruction, made by means of CREST to be valid, the appropriate CREST message ("a CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID number 3RA50) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to him by other means. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy instructions. It is therefore the responsibility of the CREST member concerned (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

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The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ("Nominated Persons"). Nominated Persons may have a right under an agreement with the registered Shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.

• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 1. Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 and for the purposes of Section 360B of the 2006 Act, in order to be able to attend and vote at the AGM or any adjourned meeting, (and also for the purposes of calculating how many votes a person may cast), a person must have his/her name entered on the Register of Members of the Company by close of business on 19 September 2022 (or by close of business on the date two days before any adjourned meeting). Changes to entries on the Register of Members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
• 1. Shareholders are entitled to attend and vote at general meetings of the Company. As at 8 August 2022, being the latest practicable date before the publication of this notice, the Company had 430,158,035 shares in circulation carrying one vote each on a poll. Therefore, the total voting rights in the Company as at 8 August 2022 are 430,158,035.

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• 1. Under Section 527 of the 2006 Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:
  2. i. the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting for the year ended 31 May 2022; or
  3. ii. any circumstance connected with an Auditor of the Company appointed for the year ended 31 May 2022 ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the 2006 Act.

The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the 2006 Act. Where the Company is required to place a statement on a website under Section 527 of the 2006 Act, it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM for the year ended 31 May 2022 includes any statement that the Company has been required under Section 527 of the 2006 Act to publish on a website.

• 1. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any question relating to the business being dealt with at the meeting put by a member attending the meeting. However, members should note that no answer need be given in the following circumstances:
  2. i. if to do so would interfere unduly with the preparation of the meeting or would involve a disclosure of confidential information;
  3. ii. if the answer has already been given on a website in the form of an answer to a question; or
  4. iii. if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. As soon as practicable following the meeting, the results of the votes cast for and against and the number of votes actively withheld in respect of each of the resolutions proposed at the meeting will be announced via a Regulatory Information Service and also placed on the Company's website www.iggroup.com.

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• 1. This Notice, together with information about the total numbers of shares in the Company in respect of which members are entitled to exercise voting rights at the meeting as at 8 August 2022, being the latest practicable date before the publication of this notice and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice, will be available on the Company's website www.iggroup.com.
• 1. Any electronic address provided either in this notice or in any related documents (including the enclosed Form of Proxy) may not be used to communicate with the Company for any purposes other than those expressly stated.
• 1. The copies of contracts of service of directors with the Company or with any of its subsidiary undertakings, the letters of appointment of Non-Executive directors, will be available for inspection at the registered office of the Company, in accordance with government guidelines, at Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA during normal business hours on any weekday (Saturdays, Sundays and UK public holidays excepted) up to and including the date of the AGM. These documents will also be available at least 15 minutes prior to and during the AGM until it ends.
• 1. Resolutions 1 to 22 at the 2022 AGM will be voted on by a poll vote. This will result in a more accurate representation of the views of our Shareholders by ensuring that every vote is recognised, including the votes of all Shareholders who are unable to attend the meeting but who appoint a proxy for the meeting. On a poll, each Shareholder has one vote for every share held.

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