Man Group PLC — AGM Information 2012

Mar 1, 2012

Man

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Form of Proxy for the 2012 Annual General Meeting ('AGM')

Voting ID

Task ID

Shareholder Reference

Attendance Card

If you are intending to come to the 2012 Annual General Meeting ('AGM'), please complete this card and post it to the address overleaf in advance of the meeting.

☐ I plan to attend the AGM to be held on Tuesday 1 May 2012 at 11.00 am at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE.

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

Annual General Meeting ('AGM') to be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Tuesday 1 May 2012 at 11.00 am.

Please bring this card with you to the AGM.

Form of Proxy for the 2012 Annual General Meeting ('AGM')

Voting ID

Task ID

Shareholder Reference

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 11.00 am on 27 April 2012 (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 him/her the Chairman 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 Tuesday 1 May 2012 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 Reports and Financial Statements	☐	☐	☐	11 Reappoint Patrick O'Sullivan as a director	☐	☐	☐
2 Approve the Remuneration Report	☐	☐	☐	12 Reappoint Emmanuel Roman as a director	☐	☐	☐
3 Declare a final dividend	☐	☐	☐	13 Reappoint Nina Shapiro as a director	☐	☐	☐
4 Reappoint Jon Aisbit as a director	☐	☐	☐	14 Reappoint the auditors	☐	☐	☐
5 Reappoint Alison Carnwath as a director	☐	☐	☐	15 Determine the remuneration of the auditors	☐	☐	☐
6 Reappoint Peter Clarke as a director	☐	☐	☐	16 Authorise the directors to allot shares	☐	☐	☐
7 Reappoint Phillip Colebatch as a director	☐	☐	☐	17 Authorise directors to allot shares for cash other than on a pro-rata basis to existing shareholders†	☐	☐	☐
8 Reappoint Kevin Hayes as a director	☐	☐	☐	18 Authorise the Company to purchase its own shares†	☐	☐	☐
9 Reappoint Frédéric Jolly as a director	☐	☐	☐	19 Authorise directors to call general meetings on 14 clear days notice†	☐	☐	☐
10 Reappoint Matthew Lester as a director	☐	☐	☐	20 Amend Articles of Association†	☐	☐	☐

†Special Resolution.

• Please mark this box if signing on behalf of the shareholder as Attorney, Receiver, or Third Party.

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

0874-060-5

Please sign here (Notes 6 and 7)

Date

2012

Notes on completing the Form of Proxy

1. A shareholder may register a proxy appointment online via the Equiniti website www.sharevote.co.uk subject to the terms and conditions shown on the website. Please note that any electronic communication found to contain a computer virus will not be accepted.
2. To be effective, the Form of Proxy or your online vote must be sent to Equiniti to be received no later than 11 am on 27 April 2012. If you wish, you may return the Form of Proxy in an envelope addressed to Equiniti, FREEPOST SEA 10846, Aspect House, Spencer Road, Lancing, Working, West Sussex BN86 6ZL.
3. A shareholder may appoint a proxy of his or her choice to attend, speak and vote at the AGM on their behalf. Please leave this box if you wish to appoint the Chairman 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 from the Company's Registrar, Equiniti or photocopy this Form. In the case of multiple Forms, please specify the number of shares in respect of which each proxy can vote, as in Note 3 above. Multiple Forms 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/Agance/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 members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service should read Note 6 to the Notice of Annual General Meeting.
9. Completion and return of the Form of Proxy or sending an online vote 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.

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Equiniti
Aspect House
Spencer Road
LANCING
BN99 6LH

Responsible Service
Licence No. NAT15578

Responsible Service Licence No. NAT15578

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