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Man Group PLC

Proxy Solicitation & Information Statement Mar 7, 2025

5182_agm-r_2025-03-07_1cb44256-e8c1-45a2-961c-de8c87e2a73d.pdf

Proxy Solicitation & Information Statement

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Admission Card

Form of Proxy 2025 Annual General Meeting ('AGM')

Shareholder Reference Number

If you prefer, you may submit your Form of Proxy electronically at www.shareview.co.uk (Note 1).

In order to be effective your Form of Proxy must be received by our Registrars by no later than 10.00am on 7 May 2025 (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 9 May 2025 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 Anne Wade as a director
2. Approve of the Directors'
Remuneration Policy
14. Appoint Paco Ybarra as a director
3. Approval of the Directors'
Remuneration report for the year
ended 31 December 2024
15. Reappoint Deloitte LLP as auditor
16. Authorise the Audit & Risk Committee
to determine auditor remuneration
4. Declaration of a final dividend for the
year ended 31 December 2024
17. Authorise political donations and
expenditure
5. Reappoint Lucinda Bell as a director 18. Authorise the directors to allot shares
6. Reappoint Richard Berliand as a
director
19. Authorise the directors to allot shares
for cash other than on a pro-rata
7. Reappoint Laurie Fitch as a director
8. Reappoint Antoine Forterre as a
director
basis to existing shareholders†
20. Authorise the directors to allot
shares for cash other than on a pro
rata basis to existing shareholders in
9. Reappoint Robyn Grew as a director relation to acquisitions and specified
capital investments†
10. Appoint Dixit Joshi as a director 21. Authorise the Company to
purchase its own shares†
11. Reappoint Cecilia Kurzman as a
director
22. Authorise the directors to call
12. Appoint Sarah Legg as a director general meetings on 14 clear
days' notice†
† Special Resolution
0874-0133
Please sign here (Notes 6 and 7)
Please mark this box if signing on behalf of the
shareholder as Attorney, Receiver or Third Party.

Date

This Form of Proxy should not be used for any comments, change of address or other queries. Please send a separate communication to our Registrars.

2025

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

2024 ANNUAL REPORT AND NOTICE OF 2025 AGM

You can now access the Man Group plc Annual Report for the year ended

31 December 2024 and the Notice of our 2025 Annual General Meeting (AGM)

at www.man.com/investor-relations.

The AGM will be held at 10.00am on Friday 9 May 2025 at

Riverbank House, 2 Swan Lane, London EC4R 3AD.

Please bring this card with you to the AGM. BN99 8GL LANCING Spencer Road Aspect House Equiniti DFFTDFTFADFFTADFTAFAFAFADFAFDATTDDDT

RTAR-CLKS-YLGU

DFFTDFTFADFFTADFTAFAFAFADFAFDATTDDDT

Licence Number

RTAR-CLKS-YLGU

Business Reply Plus

Licence Number

Business Reply Plus

BN99 8GL

LANCING

BN99 8GL

Spencer Road

LANCING

Aspect House

Spencer Road

Aspect House

Equiniti

Equiniti

Notes on completing the Form of Proxy

  • DFFTDFTFADFFTADFTAFAFAFADFAFDATTDDDTRTAR-CLKS-YLGULicence Number Business Reply Plus 1 A shareholder may, if they wish, register a proxy appointment online via the Equiniti website www.shareview.co.uk, and logging in to your Shareview Portfolio. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. 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 7 May 2025. If you wish, you may return the Form of Proxy in an envelope addressed to Equiniti, FREEPOST RTHJ-CLLL-KBKU, 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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