Man Group PLC — Proxy Solicitation & Information Statement 2019

Apr 15, 2019

A Court Meeting of Man Group plc will be held at 11.00 a.m. on Friday 10 May You can access the Notice of Court Meeting and the Scheme Document published You can send us your proxy vote by completing and returning the Form of Proxy by Man Group plc on 15 April 2019 at www.man.com/investor-relations. 2019 at Riverbank House, 2 Swan Lane, London EC4R 3AD. attached or by voting online at www.sharevote.co.uk. NOTICE OF COURT MEETING	1 A shareholder may if they wish register a proxy appointment online via the Equiniti website www.sharevote.co.uk subject to the terms and conditions shown on the website. Alternatively, shareholders registered with www.shareview.co.uk can log Notes on completing the Form of Proxy	on and vote through that service. Please note that any electronic communication 2 To be effective, the Form of Proxy attached or your online voting instruction must be sent to Equiniti to be received no later than 11.00 a.m. on 8 May 2019. 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, found to contain a computer virus will not be accepted. Worthing, West Sussex BN99 8LU.	3 A shareholder may appoint a proxy of his or her choice to attend, speak and vote at the Court 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 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 of your shares.	5 Please indicate how you wish to vote by signing either the box marked "FOR the Scheme" or the box marked "AGAINST the Scheme". Please note that you must 6 In the case of joint holders, the Form of Proxy must be signed by the first named 7 In the case of a corporation, the Form of Proxy must be completed either under 8 CREST members who wish to appoint a proxy or proxies through the CREST 9 Completion and return of the Form of Proxy or sending an online voting instruction 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, 10 Any amendment or alteration made to the Form of Proxy should be initialled by electronic proxy appointment service should read the Notice of Court Meeting. indicate a preference for this Form of Proxy to be valid. seal or signed by a duly authorised officer or attorney. if different, previous proxy votes given. the person signing it. holder of the shares. Note 2.
+ Shareholder Reference Task ID Man Group plc Court Meeting Form of Proxy Voting ID +	Before completing the Form of Proxy below, please read carefully the Notice of Court Meeting set out in the Scheme Document (as By an order dated 11 April 2019 made in the matter of Man Group plc (the 'Company') and in the matter of the Companies Act 2006, the Court has granted permission for a meeting of the Man Shareholders (as defined in the scheme document of the Company dated 15 April 2019 (the 'Scheme Document')) to be convened for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the 'Scheme') between the Company and the Scheme Shareholders (as defined in the Scheme Document) and that such court meeting shall be held at Riverbank House, 2 Swan Lane, London EC4R 3AD on 10 May 2019 at 11.00 a.m. (London time) (the 'Court Meeting') at which place and time all by no later than 11.00 a.m. on 8 May 2019 Proxy must be received by our Registrars In order to be effective your Form of (Note 2). Scheme Shareholders are requested to attend either in person or by proxy. I/we the undersigned being a shareholder(s) of the Company hereby If you prefer, you may submit your Form of Proxy electronically at www.sharevote.co.uk quoting the above numbers (Note 1). defined below) and the explanatory notes set out overleaf.	or failing him/her the Chairman of the Meeting as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the Court Meeting of the Company to be held on Friday 10 May 2019 and at any adjournment thereof, and to vote for me/us and in No of Shares (Note 3) appoint (Note 3)	my/our name for the Scheme (either with or without modification as my/our proxy may approve) or against the Scheme, set out in ture once. If you sign both boxes or do not sign in either box this Form of Proxy will be invalid (Note 5). Please also date IMPORTANT: If you wish to vote in favour of the Scheme, please sign your name in the box marked "FOR the Scheme". If you wish to vote against the Scheme, sign your name in the box marked "AGAINST the Scheme". Only insert your signa the Notice of Court Meeting to vote as indicated below. Joint shareholders should refer to Note 6 overleaf AGAINST the Scheme FOR the Scheme the Form.	2019 + Please sign here (Notes 6 and 7) 0874-111-S Date This Form should not be used for any comments, change of address or other queries. Please send a separate shareholder as Attorney, Receiver or Third Party. Please mark this box if signing on behalf of the communication to our Registrars. + Date
t Meeting. his card with y Please bring t ou to the Cour If you plan to attend the Court Meeting, please detach along the perforation and post to the address overleaf Please detach along the perforation and present on entry to the Court Meeting to facilitate admission ting online at w ttached or by vo Form of Proxy a o.uk. ww.sharevote.c and returning t e by completing s your proxy vot he You can send u nvestor-relations www.man.com/i pril 2019 at oup plc on 15 A shed by Man Gr Document publi ourt Meeting an d the Scheme the Notice of C You can access EC4R 3AD. Friday 10 May 2 n Lane, London k House, 2 Swa 019 at Riverban A Court Meeting plc will be held of Man Group n at 11.00 a.m. o URT MEETING NOTICE OF CO AD. London EC4R 3 e, 2 Swan Lane, Riverbank Hous m. on 10 May 2 019 at held at 11.00 a. eting to be I plan to atte nd the Court Me expect. shareholders to f how many meeting. This gi ves us an idea o ce of the verleaf in advan to the address o card and post it se complete this Group plc, plea eeting of Man If you plan to att end the Court M
	ce Card Attendan			n Card Admissio

Admission Card

Business Reply Plus
Licence Number
RTAR-CLKS-YLGU

dedeliale proprietoriale

Equiniti
Aspect House
Spencer Road
LANCING
LANO9 8GL

Business Reply Plus
Licence Number
RTAR-CLKS-YLGU

dlabthlishstytttillison

Equiniti Aspect House Spencer Road LANCING BN99 8GL