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Moneysupermarket.com Group PLC Proxy Solicitation & Information Statement 2011

Mar 15, 2011

5313_agm-r_2011-03-15_96955a7f-e26d-4b56-ad0a-ac2402b9fea1.pdf

Proxy Solicitation & Information Statement

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Business Reply Service
Licence Number
Service MB 122

Capita Registrars
CSPS
PO Box 25
Beckenham
KENT
BR3 4BR

PLAN ADMINISTRATION

Please note that the trustee of the Moneysupermarket.com Group PLC Share Incentive Plan is Capita IRG Trustees Limited ('Trustee').

All enquiries should be directed to:

Capita IRG Trustees Limited,
c/o Capita Registrars,
CSPS
PO Box 25
Beckenham,
Kent BR3 4BR
Telephone: 0871 664 0424 (calls cost 10p per minute plus network extras and lines are open 9.00am - 5.30pm Monday - Friday)

NOTES

  1. Please indicate how you wish your vote to be cast on the resolutions by inserting 'X' in the appropriate box. The Trustee will abstain from voting on any particular resolution if no valid instruction is given in respect of that resolution.

  2. The 'Withheld' option on this Proxy Voting Direction Form is provided to enable you to abstain on any of the specified resolutions. Please note that a vote 'Withheld' has no legal effect and will not be counted in the votes 'For' and 'Against' a resolution.

  3. In order to be valid, a voting direction must be returned (together with any authority under which it is executed or a certified copy of the authority) by one of the following methods:

  4. in hard copy form by post, by hand or by courier to the Company's registrar at the address shown on the back of this Proxy Voting Direction Form. If you prefer, you may return it in an envelope using the following address: Capita Registrars, CSPS, Freepost MB122, Beckenham, Kent, BR3 4BR. A stamp is not required if posted in Great Britain, Channel Islands or Northern Ireland; or

  5. by completing it online at www.moneysupermarket-shares.com by following the on-screen instructions to submit it (you will need to identify yourself with your personal investor code overleaf), and in each case must be received by the Trustee, care of the Company's registrar, by no later than 11.00am on Wednesday 27 April 2011 or in the case of any adjournment by no later than 72 hours before the time of the adjourned meeting (excluding non-working days).

  6. This Proxy Voting Direction Form is not to be regarded as an invitation to attend the meeting.

  7. This Proxy Voting Direction Form must be signed by you or your agent, duly authorised in writing.

  8. Full details of the resolutions to be proposed at the meeting, with explanatory notes, are set out in the notice of meeting.

  9. Any alteration made to this Proxy Voting Direction Form should be initialled by the person signing it.

  10. Any electronic communication, including the lodgement of an electronic voting direction, that is found to contain any virus will not be accepted.

  11. You may not use any electronic address provided in this Proxy Voting Direction Form to communicate with the Company for any purposes other than those expressly stated.


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PROXY VOTING DIRECTION FORM

moneysupermarket a great deal easier

Annual General Meeting of Moneysupermarket.com Group PLC to be held at 11.00am on Wednesday 4 May 2011

TO CAPITA IRG TRUSTEES LIMITED, AS TRUSTEE OF THE MONEYSUPERMARKET.COM GROUP PLC SHARE INCENTIVE PLAN

In respect of the Moneysupermarket.com Group PLC ordinary shares held by you on my behalf under the Moneysupermarket.com Group PLC Share Incentive Plan, I direct you to vote on my behalf at the Annual General Meeting of Moneysupermarket.com Group PLC to be held at 11.00am on Wednesday 4 May 2011 and at any adjournment thereof as follows:

Please indicate how you wish your vote to be cast on the resolutions by inserting 'X' in the appropriate box.

RESOLUTIONS: FOR AGAINST WITHHELD RESOLUTIONS: FOR AGAINST WITHHELD
1. To receive the reports and accounts for the year ended 31 December 2010 12. To elect Bruce Carnegie-Brown as a Director
2. To approve the Directors' Remuneration Report for the year ended 31 December 2010 13. To re-appoint KPMG Audit Plc as the auditors
3. To declare a final dividend for the year ended 31 December 2010 14. To authorise the Directors to determine the auditors' remuneration
4. To re-elect Gerald Corbett as a Director 15. To authorise the Directors to allot shares
5. To re-elect Simon Nixon as a Director 16. To disapply statutory pre-emption rights
6. To re-elect Peter Plumb as a Director 17. To authorise the Company to purchase its own shares
7. To re-elect Paul Doughty as a Director 18. To authorise the making of political donations and incurring of political expenditure
8. To re-elect Graham Donoghue as a Director 19. To authorise the calling of general meetings on not less than 14 days' notice
9. To re-elect David Osborne as a Director 20. To approve the Sharesave Scheme
10. To re-elect Michael Wemms as a Director
11. To re-elect Rob Rowley as a Director

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