Close Brothers Group PLC

Proxy Solicitation & Information Statement • Oct 17, 2014

ATTENDANCE CARD

CLOSE BROTHERS GROUP plc – ANNUAL GENERAL MEETING

To be held at 10 Crown Place, London EC2A 4FT on Thursday 20 November 2014 at 11.00 a.m. You may submit your proxy electronically using the Share Portal service at www.capitashareportal.com. If not already registered for The Share Portal, you will need your Investor Code below.

You may also submit your proxy by post using the Form of Proxy below.

Please see over for notes on completion of the form.

If you wish to attend this meeting in your capacity as a holder of ordinary shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Barcode: Signature of person attending

Investor Code:

FORM OF PROXY CLOSE BROTHERS GROUP plc – ANNUAL GENERAL MEETING I/We being a member of the company hereby appoint the Chairman of the meeting or (see note 1) Mark 'X' if appointing more Name of proxy Number of shares (see notes 1 and 2) than one proxy (see note 2) Barcode: Investor Code: Event Code:

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held on Thursday 20 November 2014 at 11.00 a.m. and at any adjournment thereof. I have indicated with a 'X' how I/we wish my/our votes to be cast on the following resolutions (see note 3):

	RESOLUTIONS
	The full text of the resolutions is set out in the Notice of the Annual General Meeting which is included in the circular despatched to shareholders.			Withheld (see note 4)
	Please mark 'X' to indicate how you wish to vote		Against
	See over for notes on completion of this form	For		Vote
	1. To receive the 2014 Annual Report and Accounts
	2. To approve the Report of the Board on Directors' Remuneration (other than the part relating to the Directors' Remuneration Policy) for the financial year ended 31 July 2014
	3. To approve the Directors' Remuneration Policy contained in the Report of the Board on Remuneration
	4. To authorise the payment of a final dividend on the ordinary shares of 32.5p per share for the year ended 31 July 2014
	5. To re-appoint Strone Macpherson as a director
	6. To re-appoint Preben Prebensen as a director
	7. To re-appoint Stephen Hodges as a director
	8. To re-appoint Jonathan Howell as a director
	9. To re-appoint Elizabeth Lee as a director
	10. To re-appoint Geoffrey Howe as a director
To assist with arrangements, if you intend attending the meeting in person please place a 'X' in this box.

	Withheld (see note 4) Against Vote For
11. To appoint Oliver Corbett as a director
12. To appoint Lesley Jones as a director
13. To appoint Bridget Macaskill as a director
14. To re-appoint Deloitte LLP as auditors 15. To authorise the directors to determine the remuneration of
the auditors 16. To approve and adopt the Close Brothers Group plc Share Incentive Plan
17. To authorise the Board to allot shares and to grant rights to subscribe for or convert any security into shares (within prescribed limits)
18. That, if resolution 17 is passed, pre-emption rights are disapplied in relation to allotments of equity securities (within prescribed limits)
19. That the Company be generally and unconditionally authorized to make market purchases of its own shares (within prescribed limits)
20. That a general meeting except an AGM may be called on not less than 14 clear days' notice
You may submit your proxy electronically at www.capitashareportal.com

Date

EXPLANATORY NOTES:

• 1. To appoint as your proxy someone other than the Chairman of the Meeting, insert the full name in the space provided in the first box. A proxy need not be a member of the Company. If the proxy is being appointed in relation to part of your holding only, enter in the box next to the proxy's name the number of shares for which they are authorised to act. Leaving this box blank will authorise your proxy to exercise your full voting entitlement.
• 1. To appoint more than one proxy, either copy this form or obtain additional proxy forms from Capita Asset Services (0871 664 0300; calls cost 10p per minute plus any network extras from within the UK; lines are open from 9 a.m. to 5.30 p.m. Monday to Friday). Indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act and tick the adjacent box to indicate that the proxy is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.
• 1. In the absence of instructions, your proxy may vote or refrain from voting as he thinks fit on the specified resolutions and on any other business (including amendments to resolutions) which may properly come before the meeting.
• 1. The "Vote Withheld" option is provided to enable you to refrain from voting on any particular resolution.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.
• 1. This form must be signed and dated by the shareholder or his attorney duly authorised in writing. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be

accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding. If the shareholder is a company, it may execute by the signature(s) of a duly authorised officer or attorney.

• 1. To be valid, this form must be completed and lodged by post with the Company's registrar not less than 48 hours before the time set for the meeting to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, together with the power of attorney or other authority (if any) under which it is signed or a copy of such authority certified notarially. If you prefer, you may return the proxy form to the registrar in an envelope addressed to FREEPOST RSBH-UXKS-LRBC, PXS1, 34 Beckenham Road, Beckenham BR3 4ZF.
• 1. This Form of Proxy is for use in respect of the specified shareholder account only and should not be amended or submitted in respect of a different account.
• 1. You may submit your proxy voting instructions electronically at www.capitashareportal.com.
• 1. Shares held in CREST may be voted through the CREST ProxyVoting Service in accordance with the procedures set out in the CREST manual (available via www.euroclear.com/CREST). CREST Personal Members or other CREST sponsored members and those CREST members who have appointed a 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. Further details on the procedure for CREST members who wish to appoint a proxy can be found in the AGM Circular sent to shareholders.
• 10.The appointment of a proxy will not preclude a shareholder from attending the meeting and voting in person.

Business Reply Licence Number RSBH-UXKS-LRBC

Capita Asset Services PXS1 34 Beckenham Road Beckenham BR3 4ZF