Man Group PLC — AGM Information 2012

Sep 24, 2012

Merrill Corp - Wimbledon Scheme of Arrangement Proxy Card GM ED | 105212 | 21-Sep-12 10:15 | 12-21116-3.ba | Sequence: 1 CHKSUM Content: 48793 Layout: 27633 Graphics: 8921

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Attendance Card

If you plan to attend the Court Meeting and/or the General Meeting of Man Group plc please complete this card and post it to the freepost address overleaf in advance of the relevant meeting.

I plan to attend the Court Meeting to be held at 11.30 am on 17 October 2012 at Riverbank House, 2 Swan Lane, London EC4R 3AD

I plan to attend the General Meeting to be held at 12.00 noon on 17 October 2012 at Riverbank House, 2 Swan Lane, London EC4R 3AD

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Form of Proxy

• • Voting ID Task ID Shareholder Reference Number

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 12.00 noon on 15 October 2012 (Note 2).

I/we the undersigned being a shareholder(s) of Man Group plc (the “Company”) No of Shares (if less than your hereby appoint (Note 3) full voting entitlement) (Note 3)

SRN:

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 General Meeting of the Company to be held on Wednesday 17 October 2012 and at any adjournment thereof and in respect of the Resolutions set out in the Notice of General Meeting to vote as indicated below.

Detach along perforation if you plan to attend the Court Meeting and/or the General Meeting and post to the Registrars

Detach along perforation and submit at General Meeting entry to facilitate admission

the Company to be held on Wednesday 17 October 2012 and at any adjournment thereof and in respect of the Resolutions set out in the Notice of General Meeting to vote as indicated below.	the Company to be held on Wednesday 17 October 2012 and at any adjournment thereof and in respect of the Resolutions set out in the Notice of General Meeting 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 1. Implement the Scheme of Arrangement 2. Amend the Articles of Association 3. Change the Company's Name to Man Strategic Holdings plc 4. Approve the New Man Reduction of Capital 5. Approve the establishment of the New Man 2012 Long-Term Incentive Plan 6. Approve the establishment of the New Man 2012 Executive Share Option Plan 7. Approve the establishment of the New Man 2012 Sharesave Scheme + Please mark this box if signing on behalf of the shareholder Please sign here (Notes 6 and 7) as Attorney, Receiver, or Third Party. x 0874-067-S		+

This card should not be used for any comments, change of address, Dated or other queries. Please send a separate communication to our Registrars. 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. Shareholders registered with www.shareview.com 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 or your online vote must be sent to Equiniti to be received no later than 12.00 noon on 15 October 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, West Sussex BN99 6DA.

• 3 A shareholder may appoint a proxy of his or her choice to attend, speak and vote at the General Meeting on their behalf. Please leave this box blank 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.

• 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.

• 5

• 6 In the case of joint holders, the Form of Proxy must be signed by the first named holder of the shares.

• 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.

• 7

• 8 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service should read Note 6 of the Notice of 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.

• 10 Full details of the resolutions to be proposed at the General Meeting are set out in the Notice of General Meeting and the terms defined within the Notice shall apply to the Form of Proxy.

• 11 Any amendment or alteration made to the Form of Proxy should be initialled by the person signing it.

Merrill Corporation, London

12-21116-3

JOB: 12-21116-3 CYCLE#;BL#: 3 ; 0 TRIM: 11.75" x 8.25" AS: Merrill London: 011-44-20-7422-6100 COLORS: Black, Blue_CMYK, Magenta GRAPHICS: man_ahl_gfg_frm_4c_logo.eps V1.5

COMPOSITE

Merrill Corp - Wimbledon Scheme of Arrangement Proxy Card GM ED | 105212 | 21-Sep-12 10:15 | 12-21116-3.ba | Sequence: 2 CHKSUM Content: 4142 Layout: 59371 Graphics: 20406

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Riverbank House
2 Swan Lane
London
EC4R 3AD
Reception
Entrance/
EASTCHEAP
CANNON
STREET
STATION
MONUMENT
UNDERGROUND
LOWER THAMES STREET
RIVER THAMES
LOWER THAMES STREET
STREET
CANNON STREET
SCOTTS YARD CANNON STREET
UPPER THAMES STREET
BUSH LN
ARTHUR
MARTIN LANE
COUSIN LANE
SWAN LANE
LONDON BRIDGE
ANGEL PASSAGE
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Business Reply Plus Licence Number RTAR-CLKS-YLGU
BN99 8GL
LANCING
Spencer Road
Aspect House
Equiniti
RTAR-CLKS-YLGU
Licence Number
Business Reply Plus
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Equiniti Aspect House Spencer Road LANCING BN99 8GL
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JOB: 12-21116-3 CYCLE#;BL#: 3 ; 0 TRIM: 11.75" x 8.25" AS: Merrill London: 011-44-20-7422-6100 COLORS: Black, Cyan, Magenta GRAPHICS: 21116-3_one_line_k_icon.eps, 21116-3_riverbank_4c_map.eps, 21116-3_two_line_k_icon.eps

COMPOSITE

V1.5