Moneysupermarket.com Group PLC — Proxy Solicitation & Information Statement 2016

Mar 17, 2016

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: 0371 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: FREEPOST CAPITA PXS. A stamp is not required if posted in Great Britain, Channel Islands or Northern Ireland. Please note that delivery using this service can take up to five business days; 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 Friday 15 April 2016 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. Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that shareholders subject all messages to virus checking procedures prior to use. 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 20 April 2016

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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 20 April 2016 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 2015				11. To elect Robin Freestone as a Director
2.	To approve the Directors' Remuneration				12. To re-appoint KPMG LLP as the auditors
	Report, other than the Directors' remuneration policy, for the year ended 31 December 2015				13. To authorise the Audit Committee to determine the auditors' remuneration
					14. To authorise the Directors to allot shares
3.	To declare a final dividend for the year ended 31 December 2015				15. To disapply statutory pre-emption rights
	To re-elect Peter Plumb as a Director				16. To authorise the Company to purchase its own shares
	To re-elect Rob Rowley as a Director				17. To authorise the making of political
	To re-elect Bruce Carnegie-Brown as a Director				donations and incurring of political expenditure
	To re-elect Sally James as a Director				18. To authorise the calling of general
7. 8.	To re-elect Matthew Price as a Director				meetings on not less than 14 clear days' notice
9.	To re-elect Andrew Fisher as a Director
10.	To re-elect Genevieve Shore as a Director