IG : Notice of Annual General Meeting (176KB)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares in IG Group Holdings plc, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent who arranged the sale or transfer for you, for transmission to the purchaser or transferee.

IG Group Holdings plc

(Incorporated in England and Wales with registered number 04677092)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF THE 2021 ANNUAL GENERAL MEETING AND A LETTER FROM YOUR CHAIRMAN, INCLUDING AN EXPLANATION OF THE BUSINESS TO BE CONDUCTED AT THAT MEETING, WHICH IS TO BE HELD ON WEDNESDAY, 22 SEPTEMBER 2021 AT 14:00 AT THE OFFICES OF IG GROUP HOLDINGS PLC, LOCATED AT CANNON BRIDGE HOUSE, 25 DOWGATE HILL, LONDON, EC4R 2YA IS SET OUT ON PAGES 10 TO 15 OF THIS DOCUMENT.

Please complete and submit the enclosed Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be completed, signed and returned to reach the Company's Registrars by no later than 14:00 on Monday, 20 September 2021.

IG Group Holdings plc

(Incorporated in England and Wales with registered number 04677092)

Directors	Registered office
Mike McTighe (Chairman)	Cannon Bridge House
June Felix (Chief Executive Officer)	25 Dowgate Hill
Rakesh Bhasin	London
Andrew Didham	EC4R 2YA
Wu Gang
Sally-Ann Hibberd
Malcolm Le May
Bridget Messer (Chief Commercial Officer)
Jonathan Moulds (Senior Independent Director)
Jon Noble (Chief Operating Officer)
Charlie Rozes (Chief Financial Officer)
Susan Skerritt
Helen Stevenson	9 August 2021

Dear Shareholder

Notice of 2021 Annual General Meeting of IG Group Holdings plc (the "Company")

I am writing to inform you that the Annual General Meeting ("AGM") of the Company will be held at the Company's offices located at Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA, on 22 September 2021 at 14:00. The formal notice of the AGM and the resolutions to be proposed are set out on pages 10 to 15 of this document.

The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 18 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 19 to 23 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

COVID-19

The Board is closely monitoring developments arising out of the ongoing COVID-19 pandemic and the Board's priority is to safeguard the health and safety of its Shareholders and employees.

As at the date of this Notice of AGM, the UK Government has moved into Step 4 of its roadmap for easing lockdown restrictions. We are therefore proposing to hold our AGM at the Company's offices located at Cannon Bridge House,

25 Dowgate Hill, London, EC4R 2YA, and to welcome the maximum number of Shareholders we are able to within safety constraints and in accordance with government guidelines. If you do wish to attend in person, please register your intention at www.investorcentre.co.uk/eproxy no later than 14:00 on Monday, 20 September 2021.

However, given the constantly evolving nature of the situation, we want to ensure that we are able to adapt these arrangements efficiently to respond to changes in circumstances. Should we have to change the arrangements, it is likely that we will not be in a position to accommodate Shareholders beyond the minimum required to hold a quorate meeting (which will be achieved through the attendance of employee Shareholders). In any case, Shareholders are also advised to consider if you are able to safely attend the meeting in person. It is recommended that Shareholders appoint the Chair of the AGM as their proxy. This will ensure that your vote will be counted if ultimately you (or any other proxy you might otherwise appoint) are not able to attend the meeting.

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To help keep everyone safe, there will be no exhibitions and no refreshments. We may require social distancing and the wearing of face coverings, to align with UK Government guidelines or as a safety measure at the time of the meeting where appropriate. We may ask attendees to confirm that they (or members of their household) have not recently developed COVID-19 symptoms or been exposed to someone who has either tested positive for COVID-19 or is displaying COVID-19 symptoms. No guests will be allowed entry to the meeting, so attendance will be restricted to Shareholders and accompanying carers. We may also put in place other safety and security measures as a condition of admission to the venue, including, but not limited to, temperature checks. We will continue to closely monitor the latest UK Government guidance in respect of COVID-19 and how this may affect the arrangements for the AGM.

Following the date of this Notice of AGM, the Company will keep under review the AGM format and any changes to the AGM will be communicated to Shareholders before the meeting on the Company's website at www.iggroup.com and, where appropriate, by an announcement via a Regulatory Information Service.

Annual Report and Accounts (Resolution 1)

The Directors present to the Shareholders at the AGM for approval as an ordinary resolution the Annual Report and Accounts for the year ended 31 May 2021, together with the Directors' and Auditors' reports on the Annual Report and Accounts.

Directors' Remuneration Report (Resolution 2)

Shareholders will be asked to receive and approve as an ordinary resolution the Directors' Remuneration Report for the year ended 31 May 2021. The Directors' Remuneration Report is set out in full on pages 78 to 80 of the Annual Report and Accounts and sets out the pay and benefits received by each of the Directors during the year ended 31 May 2021. This vote is advisory and therefore will not affect the remuneration or benefits received by any Director.

Dividend (Resolution 3)

A final dividend of 30.24 pence per ordinary share is recommended by the Directors for payment to Shareholders on the Register of Members at the close of business on 24 September 2021. Subject to the approval of Shareholders at the AGM, this dividend will be paid on 21 October 2021.

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Notice of 2021 Annual General Meeting

Re-election of Directors (Resolutions 4 to 13)

The UK Corporate Governance Code 2018 recommends that all Directors of FTSE 350 companies should be subject to annual re-appointment by Shareholders. In accordance with this, all of the Directors other than those appointed since the last AGM will submit themselves for re-election by Shareholders at the forthcoming AGM.

Having considered the performance of and contribution made by each of the Directors standing for re-election, the Board remains satisfied that each of the relevant Directors performs effectively and demonstrates full commitment to their individual role, including the appropriate commitment of time for Board and Committee meetings and other duties required.

Each Director standing for re-election will be proposed by separate resolution (Resolutions 4 to 13). The biographical details of each of the Directors standing for re-election demonstrate why each Director's contribution is, and continues to be, considered important to the Company's long-term sustainable success. The biographical details of the Directors standing for re-election are as follows:

Sally-Ann Hibberd, Non-Executive Director

Sally-Ann has a broad background in financial services and technology. She previously served as Chief Operating Officer of the International Division, and latterly as Group Operations and Technology Director, of Willis Group, held a number of senior executive roles at Lloyds TSB and was a Non-Executive Director of Shawbrook Group plc until January 2019.

Sally-Ann is a Non-Executive Director of Equiniti Group plc, Chair of its Risk Committee and a member of the Audit, Nomination and Remuneration Committees.

Sally-Ann also serves as a Non-Executive Director of The Co-operative Bank plc where she is a member of its Audit, Remuneration and Risk Committees.

In addition, Sally-Ann is a non-executive member of the governing body of Loughborough University.

Sally-Ann holds a BSc in Civil Engineering from Loughborough University and an MBA from CASS Business School.

Sally-Ann is Chair of the ESG Committee and is a member of the Board Risk and Remuneration Committees.

June Felix, Chief Executive Officer

June was appointed as Chief Executive Officer on 30 October 2018, having previously served as a Non-Executive Director of the Company since 4 September 2015. June has had

a successful career, growing and leading global financial services and tech companies, and living and working in Hong Kong, London and New York.

June brings to the role over 25 years' experience in both the finance and digital technology sectors. June is a Non- Executive Director of RELX PLC and also sits on the Board of Advisors of the London Technology Club.

Until the sale of Verifone Inc., June was President of Verifone Europe and Russia with responsibility for over 2,000 employees with the operation of the business throughout those territories. Prior to her role at Verifone, June held various executive management positions at a number

of large multinational businesses. These include Citibank where she was Managing Director of Global Healthcare, Citi Enterprise Payments, IBM Corporation where she was Global General Manager for the Global Banking and Financial Markets industry sector, and Chase Manhattan Bank where she was APAC Region Head of GPTS. June has also worked as a strategy consultant at Booz, Allen & Hamilton, in strategy roles at Chase Manhattan Bank, and as Chief Executive Officer of Certco, a risk management technology firm

for global broker dealers.

June graduated from the University of Pittsburgh with a summa cum laude (first class honours) degree in Chemical Engineering and Pre-Med.

Malcolm Le May, Non-Executive Director

Malcolm has broad experience and knowledge of the financial services and investment sectors, along with extensive experience on the boards of publicly listed companies.

Malcolm was appointed as Chief Executive Officer of Provident Financial plc in February 2018, having previously been its Senior Independent Director until November

2017 and, following the death of its Chairman, Interim Executive Chairman.

Malcolm served as a Non-Executive Director and Chairman of the Remuneration Committee of Hastings Group Holdings plc prior to his resignation in April 2018. He also served as Senior Independent Director of Pendragon plc, and was a Non-Executive Director and Chairman of the Investment Committee at RSA Insurance Group plc. Prior to this, he held various executive roles at Morgan Grenfell plc, Drexel Burnham Lambert, Barclays de Zoete Wedd Holdings, UBS AG, ING Barings Limited, Morley Fund Managers (now Aviva Investors), JER Partners Limited, where he was European President, and Matrix Securities Limited.

Malcolm is a member of the Audit and ESG Committees.

June is the Chair of the Disclosure Committee.

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Jonathan Moulds, Senior Independent Director (SID)

Jonathan is the Chairman of Litigation Capital Management Limited, an AIM-listed litigation finance company. He has extensive experience in financial markets and has worked in the US, Asia and UK during his career. He served as the Group Chief Operating Officer of Barclays plc until 2016.

Prior to Barclays, Jonathan had a 20-year career with Bank of America and was Chief Executive Officer of Merrill Lynch International following the merger of the two institutions in 2008, with responsibility for Bank of America's European businesses. He was a member of Bank of America's Global Operating Committee.

Jonathan has served widely on key industry associations including as Chairman of the International Swaps and Derivatives Association (ISDA) from 2004 until 2008, and as a Director of the Association for Financial Markets in Europe (AFME). He remains a member of AFME's Advisory Board. Jonathan was a member of the Capital Markets Senior Practitioners of the UK Financial Services Authority and the Global Financial Markets Association.

Jonathan has a first-class honours in Mathematics from the University of Cambridge. He was also awarded a CBE in the 2014 Honours List for services to philanthropy.

Jonathan is the SID, Chair of the Board Risk Committee and is also a member of the Nomination and Remuneration Committees.

Jon Noble, Chief Operating Officer

Jon was appointed Chief Operating Officer on 14 June

2019 with responsibility for Trading and Operations, and is a member of IG's Executive Committee. Jon also leads the business change office and chairs a number of the Company's management committees, including the workforce-related People Forum and chaired the committee established to deliver upon, and monitor performance against, the Significant Opportunities agreed as part of the Board strategic review. Jon is also a standing attendee of the Board ESG Committee, providing Executive guidance.

Jon first joined IG in 2000 as a trainee dealer, rising to Dealing Director in 2007. In 2010, Jon became Dealing & Operations Director and in 2012 was appointed Chief Information Officer. In 2015, Jon was appointed as Head of IG's Delivery Pillar. He was appointed to the Board as Chief Information Officer on 1 June 2018.

As Chief Information Officer Jon had responsibility for setting and delivering our IT strategy, delivery of all programmes of work and for keeping the production environment stable and secure. He was responsible for IG's IT systems, including its client interface systems.

Jon graduated from Durham University with a degree in Economics, and obtained an Executive MBA from London Business School in 2007.

Andrew Didham, Non-Executive Director

Andrew is currently a Director of N.M. Rothschild and Co Limited and is also Chairman of the N.M. Rothschild Pension Trust. Since 2015, he has been a Non-Executive Director and, since 2017, Senior Independent Director of Charles Stanley Group plc where he also serves as Non-Executive Chairman of its principal operating company Charles Stanley & Co. Limited. In 2017, Andrew was appointed to the Board of Shawbrook Group plc where he is a Non-Executive Director and Chairman of its Audit Committee.

From 2017 to 2019, Andrew served as Non-Executive Director and Chairman of the Audit and Risk Committees of Jardine Lloyd Thompson Group plc.

Andrew was a Partner of KPMG from 1990 to 1997 and is a Fellow of the Institute of Chartered Accountants in England and Wales. Upon leaving KPMG, Andrew served as Group Finance Director of the worldwide Rothschild group for 16 years from 1997 to 2012. From 2012 he has served

as an Executive Vice Chairman in the Rothschild group.

Andrew has a BA (Hons) in Business Studies (Finance).

Andrew is the Chair of the Audit Committee and a member of the Board Risk and Remuneration Committees.

Mike McTighe, Non-Executive Director and Chairman

Mike has a wealth of leadership, board and regulatory experience from both public and private companies. Mike is the Chairman of Openreach Limited, Together Financial Services Limited and Arran Isle Limited.

For over 20 years he has held various Non-Executive Director roles in a range of regulated and unregulated industries while also spending eight years on the board of Ofcom and one year on the board of Postcomm.

Mike has held many chairmanships over the years including chairing several UK and US public company boards.

Mike spent most of his executive career at Cable and Wireless, Philips, Motorola and GE.

Mike is Chairman of the Board, as well as of the Nomination Committee. He is also a member of the Remuneration and Disclosure Committees.

Mike holds a BSc (Eng) honours degree in Electrical Engineering.

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