AI assistant
Man Group PLC Proxy Solicitation & Information Statement 2026
5182_agm-r_2026-03-06_707b809c-5f92-45b7-b91e-20a70bdbd3f7.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
M
Man
Man Group plc
Notice of 2026
Annual General Meeting
Thursday 7 May 2026 at 4.00pm at Riverbank House, 2 Swan Lane, London EC4R 3AD
This document (the Notice) is important and requires your immediate attention. If you are in any doubt as to the action you should take, you are recommended to seek your own advice from your stockbroker, solicitor, accountant or other independent professional 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 professional adviser.
If you have recently sold or otherwise transferred all of your shares in Man Group plc, please send this Notice and the accompanying documents (except any personalised form of proxy) to the purchaser or transferee of your shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected, so they can pass these documents to the person who now holds the shares.
Notice of 2026 Annual General Meeting
Chair's letter
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 Thursday 7 May 2026 at 4.00pm. Following feedback from shareholders in previous years, we have moved the meeting to a later time in the day, which we hope will make attendance more convenient for a greater number of you. This year's AGM will be held as an in-person meeting only and we look forward to welcoming you to our offices. There will be no facility to join the meeting virtually following limited shareholder uptake in previous years. For those of you who are unable to attend on the day, we remain keen to engage and encourage you to submit your vote or any questions in advance of the meeting, following the instructions set out in this Notice.
AGM business
This year's meeting includes the standard AGM business transacted every year. A summary and explanation of the business of the meeting is set out on pages 3 to 6 and the Notice of AGM, which contains the full wording of each resolution, is set out on pages 9 and 11.
Business update
Before the AGM proceedings formally start, Robyn Grew, 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 to be put before the meeting.
Board changes
I would like to take this opportunity to note that Richard Berliand and Ceci Kurzman are standing down from the Board on 28 February 2026 and 7 May 2026 respectively, and so will not be seeking reappointment at this year's AGM. On behalf of the Board, I extend our sincere gratitude to them both for their dedicated service and valuable contributions to the Company during their tenure.
I would also like to note that since the last AGM, Colin Bell has been appointed to the Board as a non-executive director and as a member of the Audit and Risk and Nomination and Governance Committees with effect from 1 March 2026.
Colin brings to the Board deep financial and regulatory experience gained at leading global organisations, together with strong technology expertise enhanced through his current non-executive portfolio. I am confident that he will add significant value to Man Group and complement the skillset of the Board as a whole. Further information on Colin's skills and experience is on page 3.
Voting and shareholder questions
We believe that the AGM is an important opportunity for the Board to engage with you, our shareholders, and your vote is, as always, very important to us. Voting at the meeting will be conducted by poll as this delivers a fairer representation of shareholder views and is best practice at large company AGMs. Further details of the poll procedure are set out on page 11. If you are not attending the meeting in person, you may vote on each of the resolutions set out in this Notice by either completing and returning a Form of Proxy or by completing a form online via our Registrar's website (www.shareview.co.uk), in each case so that it is received by our Registrars no later than 4.00pm on Tuesday 5 May 2026.
We are keen to hear your views, and to answer your questions on the business of the AGM. We recommend that you submit your questions in advance by emailing us at [email protected] as soon as possible and before 5.00pm on Thursday 23 April 2026. This will enable us to respond to you before the deadline for appointing proxies, so that you can make a fully informed voting decision should you choose to vote by proxy. Please include your full name and your shareholder reference number in your email. We will aim to provide answers to all pre-submitted questions under the 'Shareholder Meetings' section of the investor relations page of our website (www.man.com/shareholder-relations) by 5.00pm on Friday 1 May 2026.
Shareholders attending the AGM in person will also be able to cast their vote and ask questions during the meeting in the usual way.
Voting recommendation
The Board considers that the resolutions being proposed at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of them, as the directors intend to do in respect of their own beneficial holdings.
Anne Wade
Chair
25 February 2026
| Contents | |
|---|---|
| Chair's letter | 2 |
| Summary and explanation of Resolutions | 3 |
| Notes to the Notice of Annual General Meeting | 7 |
| Notice of Annual General Meeting | 9 |
| AGM information | 11 |
Man Group plc Notice of 2026 AGM
Notice of 2026 Annual General Meeting
Summary and explanation of Resolutions
1. Receipt of the Annual Report and the financial statements for the year ended 31 December 2025
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 123 to 180 of the Annual Report, for the year ended 31 December 2025.
2. Approval of the Directors' Remuneration report for the year ended 31 December 2025
Resolution 2 seeks shareholder approval of the Directors' Remuneration report which is set out on pages 94 to 118 of the Annual Report (excluding the part summarising the Directors' Remuneration Policy). The report provides details of the remuneration arrangements for and payments and awards made to the directors in respect of the year ended 31 December 2025. These are in accordance with the Directors' Remuneration Policy approved by shareholders at the 2025 AGM, a summary of which is included on page 99 of the Annual Report. This vote is advisory and will not affect the way in which the remuneration arrangements have been implemented or the remuneration which has been paid to the directors.
3. Declaration of a final dividend for the year ended 31 December 2025
The directors recommend the payment of a final dividend of 11.5 US cents per ordinary share. If approved, the dividend will be paid on 20 May 2026 to shareholders on the register of members at the close of business on 10 April 2026. As advised in the Annual Report, the currency conversion rate for the final dividend will be set on 8 May 2026. Dividends will not be paid to any sanctioned person or to any person who cannot confirm that they have not been sanctioned, if requested to do so.
4-12. Retirement and reappointment of directors
In accordance with the provisions of the UK Corporate Governance Code, all of the directors listed below will retire from office at this year's AGM and will submit themselves for reappointment under Resolutions 4-12. Richard Berliand and Ceci Kurzman are standing down from the Board on 28 February 2026 and 7 May 2026 respectively, and so are not seeking reappointment at the AGM.
The performance review of individual directors' performance carried out in 2025 (excluding Colin Bell) confirmed that all of the directors proposed for reappointment continue to make a valuable contribution to the Board and demonstrate substantial commitment to their roles. Brief biographies and details of the directors' expertise and contribution, which the Board considers to be important to the Company's long-term sustainable success, are given below. Further information about the performance review process and the Board's collective achievements during the year are given in the Governance report contained within the Annual Report.
4. Colin Bell
Colin Bell has, with effect from 1 March 2026, been appointed to the Board as a non-executive director and a member of the Audit and Risk and Nomination and Governance Committees. Colin was Chief Executive Officer of HSBC Bank Plc and HSBC Europe from 2021 to 2024 with responsibility for leading the bank's operations and strategic direction as well as various transformative initiatives including the Group's Quantum computing strategy and investments. Prior to this, Colin held various senior positions at HSBC and UBS. Before entering the financial services sector he served for 16 years in the British Army, where he held a range of command and staff roles.
Colin has significant experience in business leadership, global banking, risk management and regulatory compliance, as well as a strong foundation in technology and expertise in driving innovation.
5. Lucinda Bell
Lucinda Bell was appointed to the Board as a non-executive director in February 2020 and is Chair of the Audit and Risk Committee, and a member of the Remuneration Committee and the Nomination and Governance Committee. Lucinda is a chartered accountant and served as CFO of The British Land Company plc from 2011 to 2018, where she also led on sustainability. She was a non-executive director and Chair of the Audit Committee at Rotork plc and a non-executive director of Crest Nicholson Holdings plc. Lucinda is currently a non-executive director and Chair of the Audit Committee at Derwent London plc.
Lucinda has extensive financial and listed company expertise as well as valuable experience in ESG matters. She also has solid experience as an Audit and Risk Committee member and Chair.
6. Laurie Fitch
Laurie Fitch was appointed to the Board as a non-executive director in August 2023 and became Chair of the Remuneration Committee on 1 October 2023. She is also a member of the Audit and Risk and Nomination and Governance Committees and has been appointed as Senior Independent Director, succeeding Richard Berliand, with effect from 1 March 2026. In 2024, Laurie retired as a partner of PJT Partners and assumed the non-executive role of senior advisor. Previously, she was co-head of Morgan Stanley's Global Industrials Group and an Analyst and Portfolio Manager at Artisan Partners and TIAA-CREF. She was a non-executive director of EnQuest PLC, where she chaired the Remuneration Committee, and a non-executive director of EDP S.A. Laurie is currently a non-executive director of EDP Renováveis S.A and CenterPoint Energy Inc.
Laurie has extensive experience as an equity investor and banker, and a strong strategic and international perspective.
7. Antoine Forterre
Antoine Forterre was appointed to the Board as CFO in October 2021. Since the previous AGM and in addition to the CFO role, Antoine has been appointed as COO of Man Group overseeing Central Trading and Execution, Fund Treasury and Strategy. Prior to his appointment to the Board, Antoine served as Co-CEO of Man AHL from 2017 and COO of Man AHL from 2015, before which he was Head of Corporate Development and Group Treasurer of Man Group. Before joining Man Group in 2011, Antoine worked at Goldman Sachs in London and Paris.
Antoine has a strong background in finance, technology, strategy and corporate development and a comprehensive understanding of the key drivers of the business as a result of his previous leadership positions within the Man Group.
Man Group plc Notice of 2026 AGM
Notice of 2026 Annual General Meeting
Summary and explanation of Resolutions continued
8. Robyn Grew
Robyn Grew was appointed to the Board as CEO in September 2023. Prior to joining the Board, Robyn served as President of Man Group with responsibility for managing the Solutions business and overseeing trading and execution. Robyn's previous roles at Man Group have included Group COO, Head of ESG and General Counsel. Before joining Man Group, Robyn held senior positions at Barclays Capital, Lehman Brothers and LIFFE (since renamed ICE Futures Europe). Robyn is a director and trustee of the Standards Board for Alternative Investments.
Robyn has significant operational and financial services experience as well as a strong track record of demonstrating strategic vision and collaborative leadership.
9. Dixit Joshi
Dixit Joshi was appointed to the Board as a non-executive director in May 2024. He is also a member of the Audit and Risk and Nomination and Governance Committees. Dixit was Chief Financial Officer at Credit Suisse from October 2022 until the sale of Credit Suisse to UBS. Prior to this, Dixit was at Deutsche Bank from 2010 to 2022 where he held a wide range of senior roles including Group Treasurer, Head of the Fixed Income Institutional Client Group, Global Head of Prime Finance, Head of Equities for EMEA and for Asia Pacific. Dixit is currently a non-executive director and a member of the Group Risk and Capital Management Committee of Nedbank Group Ltd.
Dixit has significant capital markets experience and commercial insight gained through senior leadership and executive positions at major global financial institutions. He has also been closely involved in industry initiatives on market structure evolution and the development of trading, execution and risk-management technologies.
10. Sarah Legg
Sarah Legg was appointed to the Board as a non-executive director in May 2024. She is also a member of the Audit and Risk and Nomination and Governance Committees. Sarah spent her executive career at HSBC in a range of finance leadership roles, including Chief Financial Officer, Asia Pacific from 2010 to 2015 and Group Financial Controller from 2015 to 2019. She also spent eight years as a non-executive director on the board of Hang Seng Bank Limited, a Hong Kong listed bank. Sarah is currently a non-executive director of Lloyds Banking Group plc and Severn Trent plc.
Sarah has extensive corporate finance, audit and risk experience gained in the financial services sector and strong listed plc experience gained through her non-executive board roles.
11. Anne Wade
Anne Wade was appointed to the Board as a non-executive director in April 2020 and since October 2023, has served as Chair of the Board. She is also Chair of the Nomination and Governance Committee, and a member of the Remuneration Committee. Anne held senior roles in research and equity investment during her 17-year career at Capital International, including Senior Vice President and Director. She also served as a non-executive director and Chair of the Remuneration Committee of John Laing Group plc and as a non-executive director of Summit Materials and Holcim Limited. She is currently a non-executive director of Anglo American plc.
Anne has significant experience in investment management, from traditional fund management to responsible and impact investment.
12. Paco Ybarra
Paco Ybarra was appointed to the Board as a non-executive director in September 2024. He is also a member of the Nomination and Governance Committee. Paco spent 36 years at Citigroup (Citi) where he became Chief Executive Officer of the Institutional Clients Group, which included all its Institutional Businesses: Banking, Markets and Services. He retired from Citi in June 2024 and is currently a non-executive director of dLocal Ltd.
Paco has significant experience of markets, banking and transactional services gained through senior leadership and executive positions. He also has extensive experience in international markets. Through his career, Paco has been closely involved in the development of technology and the automation of trading, as well as many other banking services.
13. Reappointment of Deloitte LLP as auditor
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 (Deloitte) 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.
14. Authority for the Audit and Risk Committee of the Board to determine the auditor's remuneration
It is proposed in Resolution 14 that shareholders authorise the Audit and Risk Committee of the Board to agree the auditor's remuneration, in line with best practice and as this Committee is best placed to assess the work involved and decide an appropriate fee.
15. Authority for the Company and its subsidiaries to make political donations and incur political expenditure
It is not the policy of the Company or its subsidiaries 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, for UK incorporated companies, as a result of the wide definitions in the UK Companies Act 2006 (the Act), expenditure on routine business activities that form part of the normal relationship between the Company and organisations concerned with matters of public policy, law reform and other business matters affecting the Company might be construed as falling within the Act's restrictions. It is therefore common for UK incorporated companies to take the type of authority in this resolution as a precautionary measure to ensure no technical breach of the Act.
There is no restriction on donations by a company to political organisations under Jersey Law. However, in line with the practice of UK incorporated companies and as a matter of good governance, the directors will continue to seek this precautionary shareholder approval.
If passed, Resolution 15 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 Act) in the period beginning on the date of the passing of Resolution 15 and expiring at the conclusion of the AGM in 2027 or, if earlier, the close of business on 30 June 2027, provided that the combined aggregate value of donations made and political expenditure incurred does not exceed £50,000.
Man Group plc Notice of 2026 AGM
Notice of 2026 Annual General Meeting
Summary and explanation of Resolutions continued
16-18. Directors' authorities to allot shares
16. General authority to allot
Paragraph (a) of Resolution 16 seeks authority for the directors to allot ordinary shares up to a nominal amount of US$13,160,202. Paragraph (b) of Resolution 16 seeks authority for the directors to allot ordinary shares up to a further nominal amount of US$13,160,202 provided that these shares are allotted for cash only to existing shareholders pursuant to a rights issue or other pre-emptive offer.
The aggregate nominal value of the shares for which authority to allot is sought under Resolution 16 is US$26,320,404 equivalent to approximately two-thirds (66.67%) of the nominal issued ordinary share capital of the Company, excluding treasury shares, as at 25 February 2026 (being the latest practicable date prior to publication of this Notice). This authority would remain in force until the AGM in 2027 or, if earlier, the close of business on 30 June 2027.
The authority being sought is in line with the Share Capital Management Guidelines issued by the Investment Association in 2023 (the IA and the IA Guidelines). The IA Guidelines state that, in addition to directors' requests for authorisation to allot new shares in an amount up to one-third of a company's existing issued ordinary share capital, excluding treasury shares, (as proposed in paragraph (a) of Resolution 16), 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 16), provided that any shares allotted in an amount exceeding one-third are used solely for a fully pre-emptive offer 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 16, except in relation to the Group's share plans, and is requesting it only to ensure that the Company has the maximum permitted flexibility to manage its capital resources.
As at 25 February 2026 (being the latest practicable date prior to the publication of this Notice), the Company held 77,843,556 treasury shares which represent 6.8% of the total number of ordinary shares in issue, excluding treasury shares, at that date.
17. Authority to allot shares for cash other than on a pro-rata basis to existing shareholders (special resolution)
Resolution 17 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 line with the IA Guidelines and the revised Statement of Principles published by the Pre-Emption Group in 2022 (the Statement of Principles).
If approved, this resolution, which is consistent with the Pre-Emption Group's template resolution, will authorise the directors, in accordance with the Statement of Principles, to issue shares in connection with a rights issue or other pre-emptive offer (paragraph (a) of the resolution) and otherwise to issue shares and/or sell treasury shares for cash for general corporate purposes (under paragraph (b) of the resolution), up to a maximum nominal amount of US$3,948,061 (representing approximately 10% of the issued share capital of the Company (excluding treasury shares) as at 25 February 2026 (being the latest practicable date prior to publication of this Notice)).
The authority would remain in force until the AGM in 2027 or, if earlier, the close of business on 30 June 2027.
The Board has no current plans to issue shares, except in relation to the Group's share plans. However, the directors confirm that, should they exercise this authority, they intend to follow best practice as regards its use, including following the shareholder protections in Part 2B of the Statement of Principles.
18. 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 18 requests further shareholder approval, by way of a separate special resolution in line with the best practice guidance issued by the Pre-Emption Group, for the directors to allot equity securities and/or sell treasury shares for cash without first being required to offer such securities to existing shareholders. The proposed resolution, which is consistent with the Pre-Emption Group's template resolution and reflects the Statement of Principles, will expire on 30 June 2027 or at the conclusion of the AGM in 2027, whichever is the earlier.
The authority granted by this resolution, if passed, will be limited to the allotment of equity securities and the sale of treasury shares for cash up to an aggregate nominal value of US$3,948,061 (representing approximately 10% of the issued share capital of the Company (excluding treasury shares) as at 25 February 2026 (being the latest practicable date prior to publication of this Notice)), to be used only in connection with an acquisition or other capital investment of a kind contemplated by the Statement of Principles, and which is announced contemporaneously with the allotment, or has taken place in the preceding 12-month period and is disclosed in the announcement of the allotment.
The Board has no current plans to use this authority. However, the directors confirm that, should they exercise this authority, they intend to follow best practice as regards its use, including following the shareholder protections in Part 2B of the Statement of Principles.
19. Authority for the Company to purchase its own shares (special resolution)
Resolution 19 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 115,151,767 ordinary shares (representing approximately 10% of the Company's issued ordinary share capital, excluding treasury shares, as at 25 February 2026, being the latest practicable date prior to publication of this Notice).
The minimum price which may be paid for any share, exclusive of expenses, is 3½ 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;
(ii) and 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 Notice of 2026 AGM
Notice of 2026 Annual General Meeting
Summary and explanation of Resolutions continued
The Board would use the authority sought under Resolution 19 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 or cancelled at a later date or used to satisfy awards granted 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 subsequently 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 25 February 2026 (being the latest practicable date prior to the publication of this Notice), the Company has 77,843,556 ordinary shares held in treasury. The authority would remain in force until the AGM in 2027 or, if earlier, the close of business on 30 June 2027.
As at 25 February 2026 (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 28,225,834 which represented approximately 2.45% of the Company's issued share capital, excluding treasury shares, 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 2.99% of the Company's issued ordinary share capital, excluding treasury shares, as at that date. This percentage would reduce to 2.72% if no further purchases were made under the existing authority but the authority proposed to be granted under Resolution 19 was exercised in full.
Information on the Company's use of the authority to purchase own shares as granted at the AGM in 2025, can be found in Note 21 to the financial statements in the Annual Report.
20. Authority to convene general meetings on 14 clear days' notice (special resolution)
The Company's Articles of Association provide 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 20 seeks to renew their existing authority to do this. The directors will not use the authority as routine and will ensure that it is used only where the flexibility is merited by the business of the meeting and it is in the interests of shareholders to do so. The renewed authority would remain in force up to the date of the 2027 AGM. The Company provides electronic proxy voting through CREST, Proxymity and through www.shareview.co.uk for all shareholder meetings. Annual General Meetings must and will always be held on at least 21 clear days' notice.
Man Group plc Notice of 2026 AGM
Notice of 2026 Annual General Meeting
Notes to the Notice of Annual General Meeting
The following notes should be read in conjunction with the details set out in the letter from the Chair on the arrangements for attending and asking questions at this year's AGM.
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 will be sent to you by post. To appoint more than one proxy, please obtain the appropriate number of additional Forms of Proxy from the Company's Registrars, EQ, or, if you have received a paper Form of Proxy, photocopy the Form you have received. Appointing a proxy will not prevent you from attending the meeting and voting in person if you so wish.
2. Online proxy voting
As an alternative to returning a paper Form of Proxy, a shareholder may register a proxy appointment and give voting instructions online via the EQ website (www.shareview.co.uk) subject to the terms and conditions shown on the website. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. Shareholders already registered with www.shareview.co.uk can log on and appoint a proxy and give voting instructions.
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 requested to 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 Article 40 of the Companies (Uncertified Securities) (Jersey) Order 1999 and the Company's Articles of Association, the Company specifies that only those shareholders on the shareholder register as at 6.30pm on 5 May 2026 or, if the AGM is adjourned, at 6.30pm 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 6.30pm 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 must be sent to the Company's Registrars, EQ, and received no later than 4.00pm on 5 May 2026. 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 are requested to inform EQ in writing of any termination of the authority of a proxy.
6. CREST and Proxymity 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, EQ, ID RA19, no later than 4.00pm on 5 May 2026.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 4.00pm on 5 May 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
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 Article 160A of the Company's Articles of Association, shareholders who meet the threshold requirements set out in the Articles 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. The business which may be dealt with at the AGM will include the consideration of any statement that the Company has been required to publish on a website under its Articles of Association.
Man Group plc Notice of 2026 AGM
Notice of 2026 Annual General Meeting
Notes to the Notice of Annual General Meeting continued
9. Shareholders' right to request resolution be moved at the AGM
Under Article 62B of the Company's Articles of Association, shareholders meeting the threshold requirements in those Articles have the right to request that the Company 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.
A resolution may properly be moved unless:
(a) 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.
Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given, must be authenticated 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. We recommend that you submit all questions to [email protected] by 5.00pm on 23 April 2026 in order to enable us to respond to you before the deadline for appointing proxies so that you can make a fully informed voting decision. We will aim to provide answers to all pre-submitted questions received before 5.00pm on 23 April 2026 under the 'Shareholder Meetings' section of the investor relations page of our website (www.man.com/investor-relations) by 5.00pm on 1 May 2026.
Please include your full name and your shareholder reference number in your email.
Shareholders attending the AGM in person will be able to ask questions during the meeting in the usual way.
Shareholders are reminded that unacceptable behaviour will not be tolerated at the meeting and will be dealt with appropriately by the Chair.
11. Documents available for inspection
Copies of executive directors' service contracts and non-executive directors' letters of appointment will be available for inspection at Riverbank House, 2 Swan Lane, London EC4R 3AD or 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.
12. Issued share capital and total voting rights
As at 25 February 2026 (being the latest practicable date prior to the publication of this Notice), the total issued ordinary share capital of the Company comprised 1,229,361,229 ordinary shares of 3/17 US cents. This figure includes 77,843,556 ordinary shares which are held in treasury and do not have voting rights attached. Therefore, the total number of voting rights in the Company as at 25 February 2026 was 1,151,517,673.
13. Copy of Notice available on website
A copy of the Notice of AGM can be found at www.man.com/investor-relations.
14. Use of electronic addresses
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 Notice of 2026 AGM
Notice of 2026 Annual General Meeting
Notice of Annual General Meeting
Notice is hereby given that the 2026 Annual General Meeting of Man Group plc will be held at Riverbank House, 2 Swan Lane, London EC4R 3AD on 7 May 2026 at 4.00pm. You will be asked to consider and vote on the resolutions below. Resolutions 1 to 16 will be proposed as ordinary resolutions, and Resolutions 17 to 20 will be proposed as special resolutions.
- To receive the Annual Report and the financial statements for the year ended 31 December 2025
- To approve the Directors' Remuneration report (excluding the part summarising the Directors' Remuneration Policy) as set out in the Company's Annual Report for the year ended 31 December 2025
- To declare a final dividend of 11.5 US cents per ordinary share for the year ended 31 December 2025 payable on 20 May 2026 to shareholders whose names appear on the register of members at the close of business on 10 April 2026
- To appoint Colin Bell as a director of the Company
- To reappoint Lucinda Bell as a director of the Company
- To reappoint Laurie Fitch as a director of the Company
- To reappoint Antoine Forterre as a director of the Company
- To reappoint Robyn Grew as a director of the Company
- To reappoint Dixit Joshi as a director of the Company
- To reappoint Sarah Legg as a director of the Company
- To reappoint Anne Wade as a director of the Company
- To reappoint Paco Ybarra as a director of the Company
- To reappoint Deloitte LLP as auditor of the Company to hold office from the conclusion of the 2026 AGM until the conclusion of the next general meeting at which accounts are laid before the Company
- To authorise the Audit and Risk Committee of the Board to determine the remuneration of the auditor
15. 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 15 relates be authorised to:
(a) make political donations to political parties or independent election candidates (as such terms are defined in Sections 363 and 364 of the UK Companies Act 2006), not exceeding £50,000 in aggregate; and/or
(b) make political donations to political organisations other than political parties (as such terms are defined in Sections 363 and 364 of the UK Companies Act 2006), not exceeding £50,000 in aggregate; and/or
(c) incur political expenditure (as such term is defined in Section 365 of the UK Companies Act 2006), not exceeding £50,000 in aggregate,
during the period beginning with the date of the passing of this resolution and ending with the conclusion of the next AGM of the Company after the date of the passing of this resolution or the close of business on 30 June 2027 (whichever is earlier), provided that the combined aggregate amount of donations made and political expenditure incurred pursuant to such authority shall not exceed £50,000 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.
16. To authorise the directors to allot shares
THAT the directors of the Company be generally and unconditionally authorised pursuant to Article 11 of the Company's articles of association (the Articles) to exercise all or any of the powers of the Company pursuant to the Articles to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company:
(a) up to an aggregate nominal amount of US$13,160,202; and
(b) in addition, comprising equity securities (as defined in the Articles) up to a further aggregate nominal amount of US$13,160,202 in connection with an offer by way of a rights issue (as defined in the Articles),
(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) on the earlier of the conclusion of the next AGM of the Company after the date of the passing of this resolution or the close of business on 30 June 2027 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. References 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) are to the nominal amount of shares that may be allotted pursuant to the rights.
Man Group plc Notice of 2026 AGM
Notice of 2026 Annual General Meeting
Notice of Annual General Meeting continued
17. To authorise the directors to allot shares for cash other than on a pro-rata basis to existing shareholders*
THAT, subject to Resolution 16 being passed and in addition to any authority granted by Resolution 18, the directors of the Company be empowered, pursuant to the Articles, to allot equity securities (as defined in the Articles) wholly for cash pursuant to the authority conferred by Resolution 16 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Article 11A of the Articles did not apply to any such allotment or sale, provided that this power shall be limited to:
(a) the allotment of equity securities in connection with a pre-emptive offer of equity securities including by way of a rights issue (as defined in the Articles); and
(b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) above) up to a nominal amount of US$3,948,061,
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 earlier of the conclusion of the next AGM of the Company to be held after the date of the passing of this resolution or the close of business on 30 June 2027, but, in each case, 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 may allot equity securities under any such offer or agreement as if the power conferred hereby had not expired.
18. 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, subject to Resolution 16 being passed and in addition to any authority granted by Resolution 17, the directors of the Company be authorised to allot equity securities for cash under the authority given by Resolution 16 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Article 11A of the Articles did not apply to such allotment or sale, provided that such authority shall be:
(a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of US$3,948,061; and
(b) used only for the purposes of financing (or refinancing, if the authority is to be used within 12 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 earlier of the conclusion of the next AGM of the Company to be held after the date of the passing of this resolution and the close of business on 30 June 2027, but, in each case, 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.
19. To authorise the Company to purchase its own shares*
THAT the Company be generally and unconditionally authorised:
(a) pursuant to Article 57 of the Companies (Jersey) Law 1991 (the Law) to make market purchases of the Company's ordinary shares of 3/3/1 US cents each on such terms and in such manner as the directors may determine, provided that:
(i) the maximum number of ordinary shares authorised to be purchased is 115,151,767;
(ii) the minimum price (exclusive of any expenses) which may be paid for an ordinary share is 3/3/1 US cents or the sterling equivalent of 3/3/1 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;
(iii) the maximum price (exclusive of any expenses) which may be paid for an ordinary share is the higher of:
(A) an amount equal to 105% of the average of the middle market quotations for ordinary shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such shares are contracted to be purchased; and
(B) 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; and
(iv) the authority hereby conferred shall expire on the earlier of the conclusion of the next AGM of the Company to be held after the date of the passing of this resolution or the close of business on 30 June 2027 (except that the Company may make a contract or contracts to purchase ordinary shares under this authority before such authority expires, which will or may be executed wholly or partly after the expiry of such authority, and may make purchases of ordinary shares in pursuance of any such contract as if such authority had not expired); and
(b) pursuant to Article 58A of the Law, to hold, if the Company so desires, as treasury shares any ordinary shares purchased pursuant to the authority conferred in paragraph (a) above.
Man Group plc Notice of 2026 AGM
Notice of 2026 Annual General Meeting
20. To authorise a 14 clear days' 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
Elizabeth Woods
Company Secretary,
25 February 2026
Registered office:
22 Grenville Street, St Helier, Jersey, JE4 8PX,
Channel Islands
Registered in Jersey no. 127570
- Special resolution which requires at least 75% of the votes to be cast in favour.
AGM information
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.tfl.gov.uk/modes/driving/congestion-charge.
Attending the meeting
Please notify the Company of your intention to attend the meeting by contacting [email protected], including your full name and your shareholder reference number in your email so that we can plan appropriately. In addition, please bring your Admission Card (which is attached to the Form of Proxy) 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.
Voting – poll procedure
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 and published on the Company's website as soon as practicable following the meeting.
Shareholder enquiries
The address and contact details for the Company's Registrars, EQ, are: Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Tel: +44 (0)371 384 2112¹. When calling from outside the UK, please ensure the country code is used.
Please note that you can vote, and check your shareholding and dividend payments and update your personal details, by logging on to EQ's website: www.shareview.co.uk. To do this, you will need your shareholder reference number shown on your dividend confirmation or share certificate.
1 Lines are open between 8.30am and 5.30pm every business day.
Man Group plc
Registered address:
22 Grenville Street
St Helier Jersey
JE4 8PX
Channel Islands
Tel: +44 (0)20 7144 1000
Man Group plc Notice of 2026 AGM
Man Group plc
Riverbank House
2 Swan Lane
London EC4R 3AD
man.com