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Man Group PLC

Proxy Solicitation & Information Statement Mar 14, 2023

5182_agm-r_2023-03-14_c626e3df-071c-4b06-b0e4-9bdb0a6b3364.pdf

Proxy Solicitation & Information Statement

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If you plan to attend the 2023 Annual General Meeting ('AGM') of Man Group plc, please complete this card and post it to the address overleaf in advance of the meeting. This gives us an idea of how many shareholders to expect.

I plan to attend the AGM to be held at 10.00am on 5 May 2023 at Riverbank House, 2 Swan Lane, London EC4R 3AD.

If you plan to attend the AGM, please detach along the perforation and post to the address overleaf

Detach along the perforation and submit at AGM entry to facilitate admission

Admission Card

2022 ANNUAL REPORT AND NOTICE OF 2023 AGM

M)
31 December 2022 and the Notice of our 2023 Annual General Meeting (AG
You can now access the Man Group plc Annual Report for the year ended
m/investor-relations.
man.co
at www.
M will be held at 10.00am on Friday 5 May 2023 at
The AG
Riverbank House, 2 Swan Lane, London EC4R 3AD.

You can send us your proxy vote by completing and returning the Form of Proxy attached or by voting online at www.sharevote.co.uk.

Please bring this card with you to the AGM.

If you prefer, you may submit your Form of Proxy electronically at
www.sharevote.co.uk quoting the above numbers (Note 1).
In order to be effective your Form
of Proxy must be received by our
Registrars by no later than 10.00am on
3 May 2023 (Note 2).
I/we the undersigned being a shareholder(s) of Man Group plc
('the Company') hereby appoint (Note 3)
No of Shares (Note 3)
or failing them the Chair of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the
AGM of the Company to be held on Friday 5 May 2023 and at any adjournment thereof and in respect
of the Resolutions set out in the Notice of AGM to vote as indicated below.
Please indicate your vote by marking the appropriate boxes in black ink like this . Please note that
a 'Vote Withheld' is not a vote in law so will not be included in any calculation of votes cast (Note 5).
Resolution For Against Vote
Withheld
Resolution For Against Vote
Withheld
1. Receive the Annual Report
and financial statements
13. Reappoint Deloitte
LLP as auditor
2. Approve the Directors'
Remuneration report
of the auditor 14. Determine the remuneration
3. Declare a final dividend and expenditure 15. Authorise political donations
4. Reappoint Lucinda Bell
as a director
to allot shares 16. Authorise the directors
5. Reappoint Richard Berliand
as a director
17. Authorise the directors to
allot shares for cash other
6. Reappoint John Cryan
as a director
than on a pro-rata basis to
existing shareholders†
7. Reappoint Luke Ellis
as a director
18. Authorise the directors to
allot shares for cash other
than on a pro-rata basis
8. Reappoint Antoine Forterre
as a director
to existing shareholders
in relation to acquisitions
9. Reappoint Jacqueline Hunt
as a director
investments† and specified capital
10. Reappoint Cecelia Kurzman
as a director
19. Authorise the Company to
purchase its own shares†
11. Appoint Alberto G. Musalem
as a director
days' notice† 20. Authorise the directors to call
general meetings on 14 clear
12. Reappoint Anne Wade
as a director
† Special Resolution.
0874-0129
Please sign here (Notes 6 and 7)
Please mark this box if signing on behalf of the
shareholder as Attorney, Receiver or Third Party.
This Form of Proxy should not be used for any Date
comments, change of address or other queries. Please
send a separate communication to our Registrars.
2023

Voting ID Task ID Shareholder Reference

2023 Annual General Meeting ('AGM')

Form of Proxy

2022 ANNUAL REPORT AND NOTICE OF 2023 AGM

You can now access the Man Group plc Annual Report for the year ended 31 December 2022 and the Notice of our 2023 Annual General Meeting (AGM) at www.man.com/investor-relations.

The AGM will be held at 10.00am on Friday 5 May 2023 at Riverbank House, 2 Swan Lane, London EC4R 3AD.

You can send us your proxy vote by completing and returning the Form of Proxy attached or by voting online at www.sharevote.co.uk.

Notes on completing the Form of Proxy

  • 1 A shareholder may, if they wish, register a proxy appointment online via the Equiniti website www.sharevote.co.uk subject to the terms and conditions shown on the website. Alternatively, shareholders registered with www.shareview.co.uk can log on and vote through that service. Please note that any electronic communication found to contain a computer virus will not be accepted.
  • 2 To be effective, the Form of Proxy attached or your online voting instruction must be sent to Equiniti to be received no later than 10.00am on 3 May 2023. If you wish, you may return the Form of Proxy in an envelope addressed to Equiniti, FREEPOST RTAR-CLKS-YLGU, Aspect House, Spencer Road, Lancing, Worthing, West Sussex BN99 8LU.
  • 3 A shareholder may appoint a proxy of their choice to attend, speak and vote at the AGM on their behalf. Please leave this box blank if you wish to appoint the Chair as your proxy. If you wish to appoint someone else, please enter their name in the box. A proxy need not be a shareholder but must be able to attend the meeting in order to represent you. If you are appointing a proxy in relation to part of your shareholding only, please enter the number of shares in respect of which your proxy is authorised to vote in the box next to the proxy's name. If this box is left blank, the proxy will be authorised to vote in respect of all your shares.
  • 4 To appoint more than one proxy, please obtain the appropriate number of additional Forms of Proxy from the Company's Registrars, Equiniti, or photocopy this Form of Proxy. In the case of multiple Forms of Proxy, please specify the number of shares in respect of which each proxy can vote, as instructed in Note 3 above. Multiple Forms of Proxy should be returned to Equiniti in an envelope at the FREEPOST address detailed in Note 2.
  • 5 Please indicate with an X in the boxes For/Against/Vote Withheld how you wish your proxy to vote on each of the resolutions. If no indication is given, your proxy will have discretion to vote or abstain on those and on all other resolutions or amendments thereto that may be voted on at the meeting.
  • 6 In the case of joint holders, the Form of Proxy must be signed by the first named holder of the shares.
  • 7 In the case of a corporation, the Form of Proxy must be completed either under seal or signed by a duly authorised officer or attorney.
  • 8 CREST or Proxymity users who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service or Proxymity platform should read Note 6 to the Notice of AGM.
  • 9 Completion and return of the Form of Proxy or sending an online voting instruction will not prevent a shareholder from attending and voting in person at the meeting if the shareholder so wishes. Any votes validly given at the meeting will override, if different, previous proxy votes given.
  • 10 Any amendment or alteration made to the Form of Proxy should be initialled by the person signing it.

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Licence Number RTAR-CLKS-YLGU

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