Man Group PLC — AGM Information 2017

Mar 15, 2017

This document is important and requires your immediate attention. If you are in any doubt as to the action you should take, you should consult immediately your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser.

If you have sold or otherwise transferred all of your shares in Man Group plc, please send this notice and the accompanying documents to the purchaser or transferee of your shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Man Group plc N O T I C E O F 2 0 1 7 A N N U A L G E N E R A L M E E T I N G

==> picture [69 x 80] intentionally omitted <==

C H A I R M A N ’ S L E T T E R

==> picture [248 x 157] intentionally omitted <==

DEAR SHAREHOLDER

I am pleased to invite you to the Annual General Meeting (the ‘AGM’) of Man Group plc (the ‘Company’) to be held at Riverbank House, 2 Swan Lane, London EC4R 3AD on Friday 5 May 2017 at 10.00am. A summary and explanation of the business of the meeting starts on page 3 and the Notice of AGM, which contains the full wording of each resolution, starts on page 8.

Venue and timing of meeting

As in previous years, the AGM will be held at our offices at Riverbank House, 2 Swan Lane, London EC4R 3AD at 10.00am. Tea and coffee will be served from 9.30am until the start of the meeting.

Voting

Voting at the meeting will be conducted by poll as this delivers a fairer representation of shareholder views and has become best practice at large company AGMs. Further details of the poll procedure are given on page 11.

If you are unable to attend the meeting, you may wish to send us your voting instruction by completing and returning a Form of Proxy or by completing the Form online via our Registrars’ website at www.sharevote. co.uk. Details of how to do this are set out on page 6.

Attending the meeting

If you intend to come to the meeting, please complete the Attendance Card attached to the Form of Proxy and send it to our Registrars, Equiniti. This gives us an idea of how many shareholders we can expect. In addition, please bring the Admission Card (also attached to the Form of Proxy) with you, as this will speed up your registration and entry to the meeting. A map showing the location of the meeting venue can be found on page 11

Voting recommendation

Your directors consider that the resolutions being proposed at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of them, as the directors intend to do in respect of their own beneficial holdings.

Lord Livingston of Parkhead Chairman 1 March 2017

Business update

Before we consider the formal AGM resolutions, Luke Ellis, our CEO, will give shareholders a short presentation on the progress of and outlook for the Company’s business. This will be followed by the opportunity for shareholders to ask questions about business developments or performance, as well as to discuss any of the resolutions before the meeting.

Shareholder questions

We recognise that not all shareholders are able to attend the AGM. If you are unable to come to the meeting but have any questions about the business to be considered, please email us at agm@man.com or write to the Company Secretary and we will send you a direct reply as soon as we can.

CONTENTS

CONTENTS
Chairman’s letter	02
Summary and explanation of resolutions	03
Notes to the Notice of Annual General Meeting	06
Notice of Annual General Meeting	08
AGM information	11

02 Man Group plc Notice of AGM 2017

S U M M A R Y A N D E X P L A N A T I O N O F R E S O L U T I O N S

1. Receipt of the Annual Report and the financial statements for the year ended 31 December 2016

The Board asks that shareholders receive the Annual Report including the Directors’ and Auditor’s reports and the financial statements which are set out on pages 90 to 139 of the Annual Report for the year ended 31 December 2016.

financial services sector gained through a number of senior executive roles. He also brings extensive experience from a diverse range of international non-executive positions, providing him with a valuable understanding of areas such as the current regulatory environment, risk management and technology.

6. Phillip Colebatch

2. Approval of the Directors’ Remuneration report for the year ended 31 December 2016

Resolution 2 seeks shareholder approval of the Directors’ Remuneration report which is set out on pages 64 to 83 of the Annual Report. The report provides details of the remuneration arrangements for and payments and awards made to the directors in respect of 2016. These are in accordance with the Directors’ Remuneration policy approved by shareholders at the 2015 AGM and which is included for information only on pages 84 to 89 of the Annual Report. This vote is advisory and will not affect the way in which the remuneration arrangements have been implemented.

3. Declaration of a final dividend for the year ended 31 December 2016

The directors recommend a final dividend of 3.62 pence per ordinary share giving a total dividend of 7.05 pence per ordinary share for the year. If approved, the dividend will be paid on 12 May 2017 to shareholders on the register of members at the close of business on 21 April 2017.

4–15. Retirement and reappointment of directors

Under the Company’s articles of association, any director appointed by the Board since the last AGM is required to be reappointed by shareholders at the next AGM. Accordingly, it is proposed that Luke Ellis and Mark Jones, who were appointed to the Board in September 2016 and January 2017 respectively, be reappointed by shareholders under Resolutions 8 and 10 respectively. In addition, as announced on 7 February 2017, Dame Katharine (Kate) Barker will be appointed to the Board on 1 April 2017 and it is proposed that she be reappointed by shareholders under Resolution 4. Lastly, in accordance with the provisions of the UK Corporate Governance Code, all the other directors will retire at this year’s AGM and will submit themselves for reappointment under Resolutions 5–7, 9 and 11–15.

The evaluation of individual directors’ performance carried out at the end of 2016 confirmed that all of the directors continue to make a valuable contribution to the Board and demonstrate substantial commitment to their roles. Mark Jones was appointed in January 2017 and was, therefore, not subject to evaluation in 2016. Further information about the evaluation process and the Board’s collective achievements during the year are given in the Corporate Governance report contained within the 2016 Annual Report. Brief biographies and details of areas of expertise for each of the directors seeking reappointment are given below.

4. Katharine (Kate) Barker

Kate Barker will be appointed to the Board as a non-executive director with effect from 1 April 2017 and will also serve as a member of the Remuneration Committee. She served as a member of the Bank of England’s Monetary Policy Committee from 2001 to 2010 and is currently a non-executive director of Taylor Wimpey plc and Chairman of Trustees for the British Coal Staff Superannuation Fund. Her previous roles include Senior Adviser to Credit Suisse between 2010 and 2016 and Chief Economic Adviser for the Confederation of British Industry from 1994 to 2001. Kate brings to Man strategic thinking and economic insight coupled with strong knowledge of financial markets and will be a valuable advisor and contributor to the Board.

5. Richard Berliand

Richard Berliand was appointed to the Board as a non-executive director in January 2016 and is Chairman of the Remuneration Committee and a member of the Nomination Committee. He held a number of senior roles at JP Morgan over a 23 year career at the bank, including Global Head of Prime Services, Global Head of Cash Equities and Chairman of JP Morgan’s Market Structure practice. He has a wealth of experience in the

Phillip Colebatch was appointed to the Board as a non-executive director in September 2007 and is a member of the Remuneration Committee, the Audit and Risk Committee and the Nomination Committee. Before joining the Board, Phillip was a member of the Executive Board of Credit Suisse Group, first as Chief Financial Officer and then as CEO of Credit Suisse Asset Management. He was subsequently a member of the Executive Board of Swiss Reinsurance Company. Phillip has extensive strategic, financial, operational and markets experience gained through his various senior positions in global financial institutions.

Phillip is currently our Senior Independent Director (“SID”) and has now served on the Board for over nine years. His long service gives him an in-depth understanding of Man and allows him to provide valuable counsel and insight to newer members of the Board. We believe that this familiarity with the business enhances rather than weakens his contribution and does not compromise his independence of thought and the continuing rigour and challenge which he brings to Board decisions. The Board is pleased to recommend his reappointment as a non-executive director. As part of the regular refreshing of the Board, Phillip will step down as SID, while remaining on the Board, on the conclusion of the AGM and Richard Berliand, Chairman of the Remuneration Committee, will take over the role of SID.

7. John Cryan

John Cryan was appointed to the Board as a non-executive director in January 2015. John is CEO of Deutsche Bank AG, prior to which he was a member of the Bank’s Supervisory Board. He previously held a number of senior roles at UBS AG over a career spanning more than 25 years with the banking group, during which time he served as Group Chief Financial Officer and Chairman and CEO of UBS AG EMEA. Following his time at UBS, John was President of Temasek International’s European operations. John has extensive knowledge of international financial markets gained from experience at leading global financial institutions and brings significant knowledge of the regulatory environment in which Man operates.

8. Luke Ellis

Luke Ellis was appointed to the Board as Chief Executive Officer in September 2016. Prior to his appointment to the Board, Luke served as President of Man from 2012 with responsibility for the management of Man’s investment businesses. Before this, he was Head and CIO of Man’s Multi-Manager Business and Non-Executive Chairman of GLG’s Multi-Manager activities. Luke previously served as Managing Director of FRM from 1998-2008, prior to which he was a Managing Director at JP Morgan in London. Luke has a strong and varied investment management background and extensive knowledge of Man having managed its four investment units as President.

9. Andrew Horton

Andrew Horton was appointed to the Board as a non-executive director in August 2013 and is a member of the Audit and Risk Committee. Andrew has over 25 years of broad financial services, risk management and operational experience with significant exposure to operating at Board level. Andrew has served on the Board of Beazley plc since 2003, first as Group Finance Director and, since 2008, as Chief Executive Officer. Prior to his time at Beazley, Andrew held a number of financial positions within ING, NatWest and Lloyds Bank. Given Andrew’s banking, financial markets and insurance background, he is well placed to contribute to Man’s strategic development, risk management and financial reporting. Andrew’s international experience has also allowed him to provide valuable input to Man’s increased international presence.

Man Group plc 03 Notice of AGM 2017

S U M M A R Y A N D E X P L A N A T I O N O F R E S O L U T I O N S

C O N T I N U E D

10. Mark Jones

Mark Jones was appointed to the Board as Chief Financial Officer in January 2017. Before joining the Board, Mark served as Co-CEO of Man GLG from 2013 and COO from 2010. Mark joined Man GLG in 2005 from strategy consulting firm McKinsey where he worked across a range of industries. Mark has significant management, financial and operational experience gained through his previous roles at Man. This experience, together with his extensive industry knowledge, will support the development of the Company’s strategy and offering to clients.

Strategy and Corporate Finance. Prior to joining Man, he spent 13 years at Goldman Sachs, where he worked in the Investment Management, Securities and Investment Banking Divisions, latterly leading investments in a broad range of alternative asset management firms. Jonathan’s experience of financial markets, particularly his extensive knowledge of the alternative fund management industry and strong background in strategy and execution, has supported the development of Man’s business, including the M&A activity that has strengthened Man’s footprint in the US.

16. Reappointment of Deloitte LLP as auditor

11. Matthew Lester

Matthew Lester was appointed to the Board as a non-executive director in May 2011 and is Chairman of the Audit and Risk Committee and a member of the Nomination Committee. Matthew is currently Chief Finance Officer of Royal Mail plc. He was Group Finance Director of ICAP from 2006 to 2010 and prior to that held a range of senior finance roles at Diageo, including Group Financial Controller and Group Treasurer. Matthew has substantial financial management and regulatory expertise. He also has significant listed company experience acquired through his role at ICAP and through the flotation of Royal Mail plc on the London Stock Exchange. Matthew’s experience allows him to provide substantial insight into the Group’s financial reporting and risk management processes.

12. Ian Livingston

Ian Livingston was appointed to the Board as a non-executive director in January 2016 and since May 2016 has served as Chairman of the Board. Ian is the Chairman of the Nomination Committee and a member of the Remuneration Committee. He served as Minister of State for Trade and Investment from 2013 to 2015. Prior to this, he was Group Chief Executive Officer of BT Group Plc, having previously served as Chief Executive Officer of BT Retail and as Group Chief Financial Officer. Before joining BT, he was Chief Financial Officer of Dixons Group plc. With almost two decades of board level FTSE 100 experience, Ian brings extensive knowledge and understanding of successfully growing a complex international business and navigating regulatory environments around the world. He has a strong track record of innovative leadership that is invaluable to the Board and executive team.

13. Dev Sanyal

Dev Sanyal was appointed to the Board as a non-executive director in December 2013 and is a member of the Audit and Risk Committee. He has held a number of senior financial and line management positions within BP in a global career spanning 25 years. He is currently Chief Executive, Alternative Energy and Executive Vice President, Europe and Asia Regions at BP plc. Dev has extensive knowledge of capital markets, asset and risk management, trading and foreign exchange gained from his role as BP Group Treasurer and Chairman of BP Investment Management Ltd. He also has broad international experience and wide-ranging operational expertise in senior executive roles and is, therefore, able to contribute to the development and execution of Man’s business strategy and global relationships.

The Company’s auditor is required to be appointed or reappointed at each general meeting at which year-end accounts are presented to shareholders. Accordingly, the Board, on the recommendation of the Audit and Risk Committee, is proposing the reappointment of Deloitte LLP as auditor of the Company to hold office from the conclusion of the AGM until the accounts for the next financial reporting period are presented to shareholders in a general meeting.

17. Authority for the Audit and Risk Committee of the Board to determine the auditor’s remuneration

The remuneration of the auditor must be determined by shareholders in a general meeting in such a manner as they consider appropriate. It is proposed in Resolution 17 that shareholders authorise the Audit and Risk Committee of the Board to agree the auditor’s remuneration as this Committee is best placed to assess the work involved and decide an appropriate fee.

18. Authority for the Company to make political donations and incur political expenditure

It is not the policy of the Company to make donations to political parties, other political organisations or independent election candidates and/or to incur political expenditure and the directors have no intention of changing that policy. However, as a result of the wide definitions in the Companies Act 2006, expenditure on organisations concerned with matters of public policy, law reform and representation of the business community and on business activities such as communicating with government and political parties at local, national and European level or funding seminars to which politicians are invited might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the Companies Act 2006.

If passed, Resolution 18 would allow the Company and its subsidiaries to make donations to political parties, other political organisations and independent election candidates and to incur political expenditure (as defined in the Companies Act 2006) in the period beginning on the date of the passing of Resolution 18 and expiring at the conclusion of the AGM in 2018 or, if earlier, the close of business on 30 June 2018, provided that the combined aggregate value of donations made and political expenditure incurred does not exceed £10,000. The authority is being sought as a precautionary measure and will not be used to make political donations within the normal meaning of that expression.

19-21. Directors’ authorities to allot shares

14. Nina Shapiro

Nina Shapiro was appointed to the Board as a non-executive director in October 2011 and is a member of the Remuneration Committee. Nina held several senior management and operating roles at the World Bank and led numerous investments in emerging markets. From 2000-2011, Nina was a member of the Management Group and was Vice President, Finance, and Treasurer of the International Finance Corporation (the World Bank’s private sector arm). In that role, she managed IFC liquid asset investment and funding, and capital market development in emerging markets. With extensive experience in international financial markets and in-depth knowledge of investment in emerging markets, Nina has particular insight into financial policy and market development. This perspective helps to support Man in its international expansion.

15. Jonathan Sorrell

Jonathan Sorrell was initially appointed to the Board as Chief Financial Officer in June 2012 and became Co-President in June 2016 and President in September 2016. He joined Man in August 2011 as Head of

19. General authority to allot

Paragraph (a) of Resolution 19 seeks authority for the directors to allot ordinary shares up to a nominal amount of US$19,093,609. Paragraph (b) of Resolution 19 seeks authority for the directors to allot ordinary shares up to a further nominal amount of US$19,093,609 provided that these shares are allotted for cash only to existing shareholders pursuant to a rights issue.

The aggregate nominal value of the shares for which authority to allot is sought under Resolution 19 is equivalent to approximately two-thirds (66.67%) of the nominal issued ordinary share capital of the Company as at 28 February 2017 (being the latest practicable date prior to publication of this Notice). This authority would remain in force until the AGM in 2018 or, if earlier, the close of business on 30 June 2018.

The authority being sought renews the authority given to directors at last year’s AGM and is in line with the Share Capital Management Guidelines issued by the Investment Association (IA). The IA Guidelines state that, in addition to directors’ requests for authorisation to allot new shares in an

04 Man Group plc Notice of AGM 2017

amount up to one-third of a company’s existing issued ordinary share capital (as proposed in paragraph (a) of Resolution 19), the IA will regard as routine any requests to authorise the allotment of shares in an amount up to a further one-third (as proposed in paragraph (b) of Resolution 19), provided that any shares allotted in an amount exceeding one-third are used solely for a rights issue and that the authority is only valid until the next AGM.

The Board has no current plans to make use of the authority sought under Resolution 19, except in relation to the Group’s partner share plans, and is requesting it only to ensure that the Company has the maximum permitted flexibility to manage its capital resources.

20. Authority to allot shares for cash other than on a pro-rata basis to existing shareholders (special resolution)

Resolution 20 seeks to renew the directors’ existing authority to allot shares wholly for cash on a non pre-emptive basis, i.e. without first offering them to shareholders pro-rata to their existing shareholdings, in any circumstances up to an aggregate nominal amount of US$2,864,041. This maximum limit represents approximately 5% of the Company’s issued ordinary share capital as at 28 February 2017 (being the latest practicable date prior to the publication of this Notice). The authority would remain in force until the AGM in 2018 or, if earlier, the close of business on 30 June 2018.

This authority is in line with the IA Guidelines and the Pre-Emption Group’s Statement of Principles (the ‘Principles’). The Board confirms that it does not intend to issue more than 7.5% of the Company’s issued ordinary share capital for cash on a non pre-emptive basis in any rolling three-year period (other than in connection with an acquisition or specified capital investment as described in the Principles and referenced in Resolution 21 below) without prior consultation with shareholders.

The Board has no current plans to make use of the authority sought under Resolution 20, except in relation to the Group’s partner share plans, and is requesting it only to ensure that it maintains maximum flexibility in managing the Company’s capital resources.

21. Authority to allot shares for cash other than on a pro-rata basis to existing shareholders in relation to acquisitions and specified capital investments (special resolution)

Resolution 21 seeks to renew the directors’ existing authority to allot shares wholly for cash on a non pre-emptive basis, in addition to any authority granted under Resolution 20, up to an aggregate nominal amount of US$2,864,041 for the purpose of financing a transaction (or a refinancing within six months of the transaction) which the directors determine to be an acquisition or other capital investment contemplated by the Principles. This maximum limit represents approximately 5% of the Company’s issued ordinary share capital as at 28 February 2017 (being the latest practicable date prior to the publication of this Notice). The authority would remain in force until the AGM in 2018 or, if earlier, the close of business on 30 June 2018.

The Board confirms that, in accordance with the Principles, any shares issued under this authority would only be used in connection with an acquisition or a specified capital investment which is either announced at the same time as the proposed pre-emptive issue or which has taken place in the six-month period preceding the issue and is disclosed in the announcement of the issue.

The Principles define a ‘specified capital investment’ as one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the listed company, the assets, the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

The Board has no current plans to make use of the authority sought under Resolution 21 and is requesting it only to ensure that it maintains maximum flexibility in managing the Company’s capital resources.

22. Authority for the Company to purchase its own shares (special resolution)

Resolution 22 renews an existing share purchase authority which was given to the Company last year. It enables the Company to purchase in the market up to a maximum of 250,436,551 ordinary shares (representing approximately 14.99% of the Company’s issued ordinary share capital as at 28 February 2017, being the latest practicable date prior to publication of this Notice). Should the Company’s issued share capital as at the date of the AGM be lower than the issued share capital as at 28 February 2017 (being the latest practicable date prior to the publication of this Notice) the directors will limit the Company’s use of this authority to 14.99% of the Company’s issued share capital as at the date of the AGM. The minimum price which may be paid for any share, exclusive of expenses, is 3 3/7 US cents (or Sterling equivalent) and the maximum price which may be paid for a share, exclusive of expenses, is the higher of:

• (i) an amount equal to 105% of the average of the middle market prices shown in the quotations for the ordinary shares in the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is purchased; and

• (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out.

The Board would use the authority sought under Resolution 22 only if it were satisfied that to do so would be in the best interests of shareholders generally and would lead to an increase in the Company’s earnings per share. Shares purchased under this authority would be cancelled or held as treasury shares to be sold at a later date or used to satisfy awards under the Group’s share plans as the Board saw fit. If shares were held in treasury, the increase in earnings per share would only be effective until such time as the shares were sold or used for share awards. If treasury shares were used for share awards, such use would be within the limits on dilution contained in institutional shareholder guidelines. As at 28 February 2017, the Company did not hold any ordinary shares as treasury shares. The authority would remain in force until the AGM in 2018 or, if earlier, the close of business on 30 June 2018.

As at 28 February 2017 (being the latest practicable date prior to publication of this Notice), the total number of ordinary shares that might be issued on the exercise of outstanding options was 27,254,170 which represented approximately 1.63% of the Company’s issued share capital at that date. If the existing authority to purchase the Company’s ordinary shares and the authority proposed to be granted under this resolution were exercised in full, these option awards would, assuming no further ordinary shares were issued after that date, represent 2.26% of the Company’s issued ordinary share capital as at that date. This percentage would reduce to 1.92% if no purchases were made under the existing authority but the authority proposed to be granted under Resolution 22 were exercised in full.

23. Authority to convene general meetings on 14 clear days’ notice (special resolution)

The Companies Act 2006 provides that the minimum notice period for general meetings is 21 clear days unless the Company:

• (i) has passed a special resolution in general meeting approving the holding of a general meeting on 14 clear days’ notice; and

• (ii) offers the facility for all shareholders to vote by electronic means.

The directors wish to retain the flexibility to call general meetings on 14 clear days’ notice and Resolution 23 seeks to renew their existing authority to do this. The Company provides electronic proxy voting through CREST and through www.sharevote.co.uk for all shareholder meetings. The directors will not use the authority as routine and will ensure that it is used only if it is in the interests of shareholders to do so and where the flexibility is merited by the business of the meeting. The renewed authority would remain in force up to the date of the 2018 AGM.

Man Group plc 05

Notice of AGM 2017

N O T E S T O T H E N O T I C E O F A N N U A L G E N E R A L M E E T I N G

1. Appointment of proxies

A shareholder is entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the meeting. A shareholder may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. Such proxy or proxies need not be shareholders of the Company. Unless you have registered to receive shareholder documents via email alert, a Form of Proxy is enclosed. To appoint more than one proxy, please obtain the appropriate number of additional Forms from the Company’s Registrars, Equiniti, or if you have received a paper Form of Proxy, photocopy the Form you have received.

2. Online proxy voting

Alternatively, a shareholder may register a proxy appointment and give voting instructions online via the Equiniti website www.sharevote.co.uk subject to the terms and conditions shown on the website. To do this you will need your voting ID, task ID and shareholder reference number shown on your Form of Proxy. Shareholders registered with www.shareview.com can log on and appoint a proxy and give voting instructions through that service.

3. Information rights

A person who is not a shareholder, but who has been nominated by a shareholder to enjoy information rights, does not have a right to appoint any proxies. A nominated person may have a right under an agreement with the relevant shareholder to be appointed as a proxy or to have somebody else appointed as a proxy for the meeting. If a nominated person does not have such a right, or has such a right and does not wish to exercise it, they may have a right under an agreement with the relevant shareholder to give instructions as to the exercise of voting rights. Nominated persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.

4. Record date for voting

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and Section 360B of the Companies Act 2006, the Company specifies that only those shareholders on the shareholder register as at the close of business on 3 May 2017 or, if the AGM is adjourned, at the close of business on the day two days prior to the adjourned meeting (excluding any day that is not a working day), shall be entitled to attend or vote at the AGM in respect of the number of ordinary shares registered in their name at that time. Changes to the register after the close of business on the relevant date shall be disregarded in determining the rights of any person to attend or vote at the meeting or any adjourned meeting.

5. Return date for proxies

To be effective, the Form of Proxy, duly signed, or your online proxy appointment and voting instruction, must be sent to the Company’s Registrars, Equiniti, and received no later than 10.00am on 3 May 2017. If you prefer, you may return the Form in an envelope to FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU. The completion and return of a Form of Proxy will not preclude shareholders entitled to attend and vote at the AGM from doing so in person if they so wish. You must inform Equiniti in writing of any termination of the authority of a proxy.

6. CREST proxy voting

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual which can be viewed at www.euroclear.com. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting 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. CREST messages must, in order to be valid, be transmitted so as to be received by the Company’s agent, Equiniti, ID RA19, no later than 10.00am on 3 May 2017.

7. Voting by corporate representatives

Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual shareholder, provided that multiple corporate representatives do not do so in relation to the same shares.

8. Shareholders’ right to request website publication of audit concerns

Under Section 527 of the Companies Act 2006, shareholders who meet the threshold requirements set out in that section have the right to request that the Company publishes on a website a statement setting out any matter relating to (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes the consideration of any statement that the Company has been required to publish on a website under Section 527 of the Companies Act 2006.

9. Shareholders’ right to request matters to be included in AGM business

Under Sections 338 and 338A of the Companies Act 2006, shareholders meeting the threshold requirements in those sections have the right to request that the Company:

1. gives, to members of the Company entitled to receive notice of the AGM, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or

2. includes in the business to be dealt with at the AGM any other matter (other than a proposed resolution) which may be properly included in the business.

A resolution may properly be moved or a matter may properly be included in the business unless:

• (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any provision of the Company’s articles of association or otherwise);

• (b) it is defamatory of any person; or

• (c) it is frivolous or vexatious.

06 Man Group plc Notice of AGM 2017

Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter which is to be included in the business of the AGM, must be authorised by the person or persons making it, must be received by the Company not later than the date which is six clear weeks before the AGM, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

10. Shareholders’ right to ask questions

Shareholders have the right to ask questions at the meeting relating to the business of the AGM and the Company has an obligation to answer such questions unless they fall within any of the statutory exceptions set out in Section 319A of the Companies Act 2006.

11. Documents available for inspection

Copies of executive directors’ service contracts and non-executive directors’ letters of appointment will be available for inspection at the Company’s registered office during normal business hours on any weekday from the date of this Notice until the conclusion of the AGM, and at the AGM venue from 15 minutes prior to the start of the meeting until its conclusion.

12. Total voting rights

At 28 February 2017 (being the latest practicable date prior to the publication of this Notice) the issued ordinary share capital of the Company with voting rights comprised 1,670,690,800 ordinary shares of 3 3/7 US cents each carrying one vote. There were no shares held in treasury. The total voting rights in the Company as at 28 February 2017 were, therefore, 1,670,690,800.

13. Copy of Notice available on website

A copy of the AGM Notice and other information required by Section 311A of the Companies Act 2006 can be found at www.man.com. You may not use any electronic address provided in either this Notice of AGM or any other related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

Man Group plc 07

Notice of AGM 2017

N O T I C E O F A N N U A L G E N E R A L M E E T I N G

Notice is hereby given that the 2017 Annual General Meeting of Man Group plc will be held at Riverbank House, 2 Swan Lane, London EC4R 3AD on 5 May 2017 at 10.00am for the following purposes:

To consider and, if thought fit, pass resolutions 1 to 19, which will be proposed as ordinary resolutions of the Company, and resolutions 20 to 23, which will be proposed as special resolutions of the Company.

1. To receive the Annual Report and the financial statements for the year ended 31 December 2016

2. To approve the Directors’ Remuneration report (excluding the Directors’ Remuneration policy) as set out in the Company’s Annual Report for the year ended 31 December 2016

3. To declare a final dividend of 3.62 pence per ordinary share for the year ended 31 December 2016

during the period beginning with the date of the passing of this Resolution 18 and ending with the conclusion of the next AGM of the Company after the date of the passing of this Resolution 18 or on 30 June 2018 (whichever is the sooner), provided that the combined aggregate amount of donations made and political expenditure incurred pursuant to this authority shall not exceed £10,000 and that the maximum amounts referred to in (a), (b) and (c) may comprise sums in different currencies which shall be converted at such rate as the directors of the Company may in their absolute discretion determine to be appropriate.

4. To reappoint Katharine Barker as a director of the Company

5. To reappoint Richard Berliand as a director of the Company

6. To reappoint Phillip Colebatch as a director of the Company

19. 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:

7. To reappoint John Cryan as a director of the Company

8. To reappoint Luke Ellis as a director of the Company

9. To reappoint Andrew Horton as a director of the Company

10. To reappoint Mark Jones as a director of the Company

11. To reappoint Matthew Lester as a director of the Company

12. To reappoint Ian Livingston as a director of the Company

13. To reappoint Dev Sanyal as a director of the Company

14. To reappoint Nina Shapiro as a director of the Company

15. To reappoint Jonathan Sorrell as a director of the Company

16. To reappoint Deloitte LLP as auditor of the Company to hold office from the conclusion of the 2017 AGM until the conclusion of the next general meeting at which accounts are laid before the Company

17. To authorise the Audit and Risk Committee of the Board to determine the remuneration of the auditor

18. To authorise the Company and its subsidiaries to make political donations and incur political expenditure

THAT the Company and any company which is or becomes a subsidiary of the Company at any time during the period to which this Resolution 18 relates be and is hereby authorised for the purposes of Section 366 of the Companies Act 2006 to:

• (a) make political donations to political parties or independent election candidates (as such terms are defined in Sections 363 and 364 of the Companies Act 2006), not exceeding £5,000 in aggregate;

• (b) make political donations to political organisations other than political parties (as such terms are defined in Sections 363 and 364 of the Companies Act 2006), not exceeding £5,000 in aggregate; and/or

• (a) up to an aggregate nominal amount of US$19,093,609; 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 US$19,093,609 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 19 (or, if earlier, on the close of business on 30 June 2018) 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 19, ‘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, subject to such rights, as the directors of the Company otherwise consider necessary.

References in this Resolution 19 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.

• (c) to incur political expenditure (as such term is defined in Section 365 of the Companies Act 2006), not exceeding £5,000 in aggregate,

08 Man Group plc Notice of AGM 2017

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

THAT, in addition to any authority granted by Resolution 21 but in substitution for all existing authorities and subject to the passing of Resolution 19, the directors of the Company be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

• (a) to 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 19, 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) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of US$2,864,041

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 20 (or, if earlier, until the close of business on 30 June 2018) 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 20, ‘rights issue’ has the same meaning as in Resolution 19 above.

21. To authorise the directors to allot shares for cash other

than on a pro-rata basis to existing shareholders in relation to acquisitions and specified capital investments*

THAT, in addition to any authority granted by Resolution 20 but in substitution for all other existing authorities and subject to the passing of Resolution 19, the directors of the Company be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by Resolution 19 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

• (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of US$2,864,041; and

• (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice

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 21 (or, if earlier, until the close of business on 30 June 2018) 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.

22. 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’) provided that:

• (a) the maximum aggregate number of ordinary shares that may be purchased is 250,436,551;

• (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 an ordinary share is the higher of:

  • (i) an amount equal to 105% of the average of the middle market prices shown in the quotations for the ordinary shares in the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is purchased; and

  • (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;

Man Group plc 09 Notice of AGM 2017

N O T I C E O F A N N U A L G E N E R A L M E E T I N G C O N T I N U E D

• (d) the authority hereby conferred shall expire on the earlier of close of business on 30 June 2018 or the conclusion of the next AGM following the passing of this Resolution 22 except that the Company may make a contract or contracts 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.

23. To authorise a 14 days’ clear 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.

By order of the Board

==> picture [89 x 21] intentionally omitted <==

Rachel Rowson

Company Secretary 1 March 2017

Registered office: Riverbank House 2 Swan Lane London EC4R 3AD Registered in England No. 08172396

*** Special resolution which requires at least 75 per cent of the votes cast to be in favour**

10 Man Group plc Notice of AGM 2017

A G M I N F O R M A T I O N

How to get there

By tube: Riverbank House is within walking distance of the following tube stations: Monument (5 minutes), Cannon Street (5 minutes), Bank (12 minutes) and London Bridge (10 minutes).

By train: Riverbank House is within walking distance of London Bridge (10 minutes) and London Cannon Street (5 minutes) rail stations.

By bus: There are numerous buses which stop near Riverbank House. Please visit www.tfl.gov.uk for further information.

By car: There is no car parking at Riverbank House; however, there is a public car park nearby. For more information, visit www.ncp.co.uk. Please note that Riverbank House is located within the congestion charging zone. For more information, visit www.cclondon.com.

Attending the meeting

If you intend to come to the AGM, please complete the Attendance Card and return it to our Registrars. This will give us an indication of how many shareholders to expect. In addition, please bring your Admission Card with you to the meeting as it will confirm your right to attend, speak and vote and will speed up your admission to the meeting. Both cards are attached to the Form of Proxy.

Voting – poll procedure

Refreshments

Tea and coffee will be available from 9.30am on the morning of the meeting. Please note, however, that there will be no refreshments after the meeting.

Shareholder enquiries

The address and contact details for the Company’s Registrars, Equiniti, are: Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, Tel: 0871 384 2112[1] . Callers from outside the UK should telephone +44 121 415 7592.

Please note that you can check your shareholding and dividend payments, and update your personal details, by logging on to Equiniti’s website www.shareview.co.uk. To do this, you will need your shareholder reference number shown on your dividend tax voucher or share certificate.

• 1 Lines are open between 8.30am and 5.30pm every business day.

Man Group plc

Riverbank House 2 Swan Lane London EC4R 3AD

+44 (0)20 7144 1000

Voting on each of the resolutions will be conducted by poll rather than on a show of hands. Shareholders will be provided with a poll voting card on registration at the meeting and will be invited to complete it at the end of the meeting when the resolutions have been proposed. The results of the poll will be announced to the market following the AGM and published on the Company’s website.

==> picture [318 x 242] intentionally omitted <==

----- Start of picture text ----- To BankTo London BridgeEASTCHEAPCANNONSTREETSTATIONMONUMENTUNDERGROUNDLOWER THAMES STREETRIVER THAMESLOWER THAMES STREETSTREETCANNON STREETSCOTTS YARD CANNON STREETHOUSERIVERBANKUPPER THAMES STREETBUSH LNARTHURMARTIN LANECOUSIN LANESWAN LANELONDON BRIDGEANGEL PASSAGE----- End of picture text -----

Man Group plc 11 Notice of AGM 2017

==> picture [69 x 79] intentionally omitted <==

M A N . C O M

Man Group plc Riverbank House 2 Swan Lane London EC4R 3AD

+44 (0)20 7144 1000