Man Group PLC

AGM Information • May 6, 2016

Man Group plc

$(08172396)$

At the Annual General Meeting of the above Company, duly convened and held on 6 May 2016 the following resolutions relating to business other than ordinary business were duly passed:

17. To authorise the directors to allot shares

THAT, in substitution for all existing authorities, the directors of the Company be and are hereby authorised generally and unconditionally to exercise all the powers of the Company (in accordance with Section 551 of the Companies Act 2006) to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:

• (a) up to an aggregate nominal amount of \$19,437,840; and in addition
• (b) comprising equity securities (as defined in Section 560(1) of the Companies Act 2006) up to a further aggregate nominal amount of \$19,437,840 in connection with an offer by way of a rights issue (together the 'Securities')

and so that the directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next AGM after the date of the passing of this Resolution 17 (or, if earlier, on the close of business on 30 June 2017) but, in each case, so that the Company may make offers and enter into agreements before the authorities expire which would, or might, require Securities to be allotted after the authorities expire and the directors of the Company may allot Securities under any such offer or agreement as if the authorities conferred hereby had not expired.

For the purposes of the authority in this Resolution 17 'rights issue' means an offer to:

• $(i)$ ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• $(ii)$ holders of other equity securities, as required by the rights of those securities or, subiect to such rights, as the directors of the Company otherwise consider necessary.

References in this Resolution 17 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in Section 560(1) of the Companies Act 2006) are to the nominal amount of shares that may be allotted pursuant to the rights.

18. To authorise the directors to allot shares for cash other than on a pro-rata basis to existing shareholders*

THAT, in substitution for all existing authorities and subject to the passing of Resolution 17, the directors of the Company be generally empowered pursuant to Section 570 of the Companies Act 2006 to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) for cash pursuant to the general authorities conferred by Resolution 17 and/ or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the

Companies Act 2006, in each case free of the restriction in Section 561 of the Companies Act 2006, such power to be limited to:

• (a) the allotment of equity securities in connection with a pre-emptive offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (b) of Resolution 17, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only); and
• (b) the allotment of equity securities pursuant to the authority granted by paragraph (a) of Resolution 17 and/or an allotment which constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006 (in each case, otherwise than in the circumstances set out in paragraph (a) of this Resolution 18) up to an aggregate nominal amount of \$5,831,352 calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights

and so that the directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such power to apply (unless previously renewed, varied or revoked by the Company in general meeting) until the conclusion of the next AGM after the date of the passing of this Resolution 18 (or, if earlier, until the close of business on 30 June 2017) but so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted after the power expires and the directors of the Company may allot equity securities under any such offer or agreement as if the power conferred hereby had not expired.

For the purposes of this Resolution 18 'rights issue' has the same meaning as in Resolution 17 above.

19. To authorise the Company to purchase its own shares*

THAT, in substitution for all existing authorities, the Company be and is hereby generally and unconditionally authorised pursuant to Section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of the Company's ordinary shares of 3^3/7 US cents each ('ordinary shares') on the London Stock Exchange provided that:

• (a) the maximum aggregate number of ordinary shares that may be purchased is 254,951,571;
• (b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 3^3/7 US cents or the Sterling equivalent of 3^3/7 US cents (calculated on the basis of the spot rate of exchange in London (as derived from Reuters) for the purchase of US dollars with Sterling at 6.00pm on the day before the relevant purchase) per ordinary share:
• (c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:
• 105% of the average market value of an ordinary share in the Company for the $\left($ five business days prior to the day the purchase is made; and

• the value of an ordinary share calculated on the basis of the higher of the price $(ii)$ quoted for:

• (A) the last independent trade of; and

• (B) the highest current independent bid for any number of the Company's ordinary shares on the London Stock Exchange; and
• (d) the authority hereby conferred shall expire on the earlier of close of business on 30 June 2017 or the conclusion of the next AGM following the passing of this Resolution 19 except that the Company may make a contract to purchase ordinary shares under the authority hereby conferred which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract as if the authority conferred by this Resolution had not expired.

20. To authorise a 14 day notice period for general meetings other than AGMs*

THAT the directors be authorised to call general meetings of the Company other than AGMs on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next AGM after the date of the passing of this Resolution.

*Special Resolution requiring 75% majority