Management Consulting Group PLC — Proxy Solicitation & Information Statement 2017

May 17, 2017

Attendance card

Management Consulting Group PLC – Annual General Meeting

Notes

1. To appoint as a proxy a person other than the Chairman of the Meeting insert the full name in the space provided below and return the lower half of this form to the address shown overleaf. A proxy need not be a member of the Company.
2. Unless otherwise indicated the proxy will vote as he/she thinks fit or, at his/her discretion, abstain from voting.
3. The form of proxy below must arrive not later than 10.00 am on 25 May 2017 at Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF. You may also deliver the form by hand to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
4. A corporation must execute the form of proxy under either its common seal or the hand of a duly authorised officer or attorney.
5. The form of proxy is for use in respect of the shareholder account specified above only and should not be amended or submitted in respect of a different account.
6. The "withheld" option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes "for" and "against" a resolution.
7. Shares held in uncertified form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual.
8. As an alternative to completing this form, you can appoint a proxy electronically at www.capitashareportal.com. For an electronic proxy appointment to be valid, your appointment must be received by no later than 10.00 am on 25 May 2017.
9. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

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Form of proxy

Management Consulting Group PLC – Annual General Meeting

I/we, being a member of the Company, hereby appoint the Chairman of the Meeting or (see note 1)

I  F  R  F  R  F

Number of shares:

Barcode:

Investor code:

Event code:

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 10.00 am on 30 May 2017 and at any adjournment thereof. I/we have indicated with an ☑ how I/we wish my/our votes to be cast on the following resolutions:

Resolutions	For	Against	Withheld
Please mark ☑ to indicate how you wish to vote	☐	☐	☐
1. To receive and adopt the accounts and the reports of the directors and auditor thereon	☑	☑	☑
2. To approve the Directors’ Remuneration Policy	☑	☑	☑
3. To approve the Annual Remuneration Report	☑	☑	☑
4. To re-elect M Capello as a director of the Company	☑	☑	☑
5. To re-elect F Czerniawska as a director of the Company	☑	☑	☑
6. To re-elect E Di Spiezio Sardo as a director of the Company	☑	☑	☑
7. To re-elect N S Stagg as a director of the Company	☑	☑	☑
8. To re-elect J D Waldron as a director of the Company	☑	☑	☑
9. To reappoint Deloitte LLP as auditor	☑	☑	☑
10. To authorise the directors to fix the auditor’s remuneration	☑	☑	☑
11. To give the directors authority to allot securities	☑	☑	☑
12. To permit the directors to allot securities disapplying the pre-emption rights in Section 561 of the Companies Act 2006	☑	☑	☑
13. To authorise the directors to make market purchases of the Company’s own shares	☑	☑	☑
14. To permit the Company to hold general meetings on 14 clear days’ notice	☑	☑	☑

To assist with arrangements, if you intend to attend the Meeting in person please place an ☑ in the box opposite

Signature

Date

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Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF