Moneysupermarket.com Group PLC — Proxy Solicitation & Information Statement 2017

Feb 28, 2017

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 200 1536 (calls are charged at the standard geographic rate and will vary by provider.
Lines are open 8.30am – 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: 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

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 the voting direction must be received by the Trustee, care of the Company's registrar, by no later than 11.00am on Friday 28 April 2017 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.

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

10. 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.

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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Please detach and post this section

Moneysupermarket

Group

PROXY VOTING DIRECTION FORM

Annual General Meeting of Moneysupermarket.com Group PLC

to be held at 11.00am on Thursday 4 May 2017

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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 Thursday 4 May 2017 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 2016	☐ ☐ ☐	12. To re-appoint KPMG LLP as the auditors	☐ ☐ ☐
2. To approve the Directors' Remuneration Report, other than the Directors' remuneration policy, for the year ended 31 December 2016	☐ ☐ ☐	13. To authorise the Audit Committee to determine the auditors' remuneration	☐ ☐ ☐
3. To approve the Directors' remuneration policy	☐ ☐ ☐	14. To authorise the Directors to allot shares	☐ ☐ ☐
4. To declare a final dividend for the year ended 31 December 2016	☐ ☐ ☐	15. To disapply statutory pre-emption rights	☐ ☐ ☐
5. To re-elect Bruce Carnegie-Brown as a Director	☐ ☐ ☐	16. To disapply statutory pre-emption rights – limited to an acquisition or specified capital investment	☐ ☐ ☐
6. To re-elect Sally James as a Director	☐ ☐ ☐	17. To authorise the Company to purchase its own shares	☐ ☐ ☐
7. To re-elect Matthew Price as a Director	☐ ☐ ☐	18. To approve the rules of the Moneysupermarket.com Group PLC 2017 Long-Term Incentive Plan	☐ ☐ ☐
8. To re-elect Andrew Fisher as a Director	☐ ☐ ☐	19. To approve the rules of the Moneysupermarket.com Group PLC 2017 Deferred Bonus Plan	☐ ☐ ☐
9. To re-elect Genevieve Shore as a Director	☐ ☐ ☐	20. To approve the continued operation of the Moneysupermarket.com Group PLC Share Incentive Plan	☐ ☐ ☐
10. To re-elect Robin Freestone as a Director	☐ ☐ ☐	21. To authorise the making of political donations and incurring of political expenditure	☐ ☐ ☐
11. To elect Mark Lewis as a Director	☐ ☐ ☐	22. To authorise the calling of general meetings on not less than 14 clear days' notice	☐ ☐ ☐

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