Moneysupermarket.com Group PLC — Proxy Solicitation & Information Statement 2014

Mar 18, 2014

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 Asset Services, 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.
• 1. 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.
• 1. 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:
• • 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 Asset Services, CSPS, Freepost MB122, Beckenham, Kent BR3 4BR. A stamp is not required if posted in Great Britain, Channel Islands or Northern Ireland; or
• • 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 the voting direction must be received by the Trustee, care of the Company's registrar, by no later than 11.00am on Wednesday 16 April 2014 or in the case of any adjournment by no later than 72 hours before the time of the adjourned meeting (excluding non-working days).
• 1. This Proxy Voting Direction Form is not to be regarded as an invitation to attend the meeting.
• 1. This Proxy Voting Direction Form must be signed by you.
• 1. Full details of the resolutions to be proposed at the meeting, with explanatory notes, are set out in the notice of meeting.
• 1. Any amendment or alteration made to this Proxy Voting Direction Form should be initialled by the person signing it.
• 1. Any electronic communication, including the lodgement of an electronic voting direction, that is found to contain any virus will not be accepted.
• 1. 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.

Please detach and post this section

PROXY VOTING DIRECTION FORM

Annual General Meeting of Moneysupermarket.com Group PLC to be held at 11.00am on Wednesday 23 April 2014

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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 23 April 2014 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			11. To elect Sally James as a Director
	for the year ended 31 December 2013			12. To elect Robin Klein as a Director
	2. To approve the Directors' Remuneration Report, other than the Directors'			13. To elect Matthew Price as a Director
	remuneration policy, for the year ended			14. To appoint KPMG LLP as the auditors
	31 December 2013			15. To authorise the Directors to determine
	3. To approve the Directors'			the auditors' remuneration
	remuneration policy			16. To authorise the Directors
	4. To declare a final dividend for the			to allot shares
	year ended 31 December 2013			17. To disapply statutory pre-emption rights
	5. To re-elect Simon Nixon as a Director			18. To authorise the Company to purchase
	6. To re-elect Peter Plumb as a Director			its own shares
	7. To re-elect Graham Donoghue			19. To authorise the making of political
	as a Director			donations and incurring of political expenditure
	8. To re-elect Michael Wemms as a Director
				20. To authorise the calling of general
	9. To re-elect Rob Rowley as a Director			meetings on not less than 14 clear days' notice
	10. To re-elect Bruce Carnegie-Brown as a Director			21. To increase the limit on Directors' fees

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Date Signature