Man Group PLC

Proxy Solicitation & Information Statement • Apr 7, 2015

	f you plan to attend the 2015 Annual Ge
Attendance Card

If you plan to attend the AGM, please detach along the perforation and post to the address overleaf I plan to attend the AGM to be held on 8 May 2015 at 10.00am at Riverbank House, 2 Swan Lane, London EC4R 3AD. Attendance Card If you plan to attend the 2015 Annual General Meeting ('AGM') of Man Group plc, please complete this card and post it to the address overleaf in advance of the meeting.

Detach along the perforation and submit at AGM entry to facilitate admission

Admission Card

Annual General Meeting ('AGM') of Man Group plc to be held at Riverbank House, 2 Swan Lane, London EC4R 3AD on 8 May 2015 at 10.00am.

Please bring this card with you to the AGM.

Form of Proxy 2015 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).

I/we the undersigned being a shareholder(s) of Man Group plc ('the Company') hereby appoint (Note 3) No of Shares (Note 3)

In order to be effective your Form of Proxy must be received by our Registrars by no later than 10.00am on 6 May 2015 (Note 2).

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 Friday 8 May 2015 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 Dev Sanyal as a director
	2 Approve the directors' remuneration policy					12 Reappoint Nina Shapiro as a director
	3 Approve the directors' remuneration report					13 Reappoint Jonathan Sorrell as a director
	4 Declare a final dividend					14 Reappoint Deloitte LLP as auditors
	5 Reappoint Jon Aisbitt as a director					15 Determine the remuneration of the auditors
	6 Reappoint Phillip Colebatch as a director					16 Authorise the directors to allot shares
	7 Reappoint John Cryan as a director					17 Authorise the directors to allot shares for cash other than on a pro-rata basis to existing shareholders†
	8 Reappoint Andrew Horton as a director					18 Authorise the Company to purchase its own shares†
	9 Reappoint Matthew Lester as a director					19 Authorise the directors to call general meetings on 14 clear
	10 Reappoint Emmanuel Roman as a director					days' notice†
†Special Resolution.					0874-084-S
						Please sign here (Notes 6 and 7)
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.				Date				2015

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.co.uk 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 10.00am on 6 May 2015. If you wish, you may return the Form of Proxy in an envelope addressed to Equiniti, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, Worthing, West Sussex BN99 8LU.
• 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 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 Registrars, 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/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.
• 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 AGM.
• 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 Any amendment or alteration made to the Form of Proxy should be initialled by the person signing it.

RIVER THAMES

To London Bridge

RTAR-CLKS-YLGU Licence Number Business Reply Plus

BN99 8GL LANCING Spencer Road Aspect House Equiniti