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 2022 ANNUAL GENERAL MEETING AND A LETTER FROM YOUR CHAIR, INCLUDING AN EXPLANATION OF THE BUSINESS TO BE CONDUCTED AT THAT MEETING, WHICH IS TO BE HELD ON WEDNESDAY, 21 SEPTEMBER 2022 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 9 TO 14 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 Registrar by no later than 14:00 on Monday, 19 September 2022. Completion and return of a form of proxy will not prevent members from attending and voting in person should they wish to do so.

IG Group Holdings plc

(Incorporated in England and Wales with registered number 04677092)

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

9 August 2022

Dear Shareholder

Notice of 2022 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 Wednesday, 21 September 2022 at 14:00. The formal notice of the AGM and the resolutions to be proposed are set out on pages 9 to 14 of this document.

If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this notice and return it in accordance with the instructions printed on the form as soon as possible. It must be received by no later than 14:00 on Monday, 19 September 2022.

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 22 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.

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Notice of 2022 Annual General Meeting

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 2022, together with the Directors' and Auditor's report 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 2022. The Directors' Remuneration Report is set out in full on pages 79 to 101 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 2022. This vote is advisory and therefore will not affect the remuneration or benefits received by any Director.

Dividend (Resolution 3)

A final dividend of 31.24 pence per ordinary share is recommended by the Directors for payment to Shareholders on the Register of Members at the close of business on

23 September 2022. Subject to the approval of Shareholders at the AGM, this dividend will be paid on 20 October 2022.

Re-election of Directors (Resolutions 4 to 15)

The UK Corporate Governance Code 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 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 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 15). 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:

Mike McTighe, Non-Executive Director and Board Chair

Mike has a wealth of leadership, board and regulatory experience from both public and private companies. Mike is the Chair of Openreach Limited and Together Financial Services 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 chairships 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 holds a BSc (Eng) honours degree in Electrical Engineering.

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. June has no other current external appointments.

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 multi-national businesses. These included 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.

Charlie Rozes, Chief Financial Officer

Charlie was appointed as Chief Financial Officer on 1 June 2020.

Charlie has a proven track record of, and accountability for, financial control and reporting, accounting, tax, M&A, investor relations, risk and compliance, and audit. He is a highly experienced finance leader having held other executive director roles in the financial services sector prior to joining IG, and having driven a number of substantial change programmes both in the UK and internationally.

Charlie began his professional career with PricewaterhouseCoopers LLP, and became a Partner in 2001 in the US management consulting practice. Following that

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Notice of 2022 Annual General Meeting

he held senior executive roles at IBM and Bank of America. In 2007, he joined Barclays plc where he was the Chief Financial Officer of Barclays UK Retail and Business Bank, and became the Global Head of Investor Relations in September 2011 until August 2015.

He was the Group Finance Director at Jardine Lloyd Thompson plc from September 2015 until April 2019 when it was acquired by Marsh & McLennan Companies Inc.

Charlie has no current external appointments.

Charlie has an undergraduate degree from Tufts University and an MBA from the Southern Methodist University.

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 the Executive Committee. Jon also leads the business change office and chairs a number of the Company's management committees. 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 has no current external appointments.

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

Jonathan has served widely on key industry associations including as Chair 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.

Rakesh Bhasin, Non-Executive Director

Rakesh brings extensive technology and global markets experience, specifically in Asia-Pacific. He is a Non- Executive Director for a portfolio of companies in multiple sectors and is also Chair of CMC Networks, a Carlyle Group investment company based in Africa, focused on providing telecommunications services across Africa and the Middle East.

In his executive career, Rakesh was the Chief Executive Officer and a member of the Board of Colt Technology Services, a Fidelity owned company providing network, voice and data centre services globally. Rakesh was appointed into the role of Chief Executive Officer in December 2006 and completed his tenure at the end of 2015, concluding his secondment from Fidelity. Concurrently, he was Non- Executive Chair of KVH, an Asian-based technology company with headquarters in Tokyo and operations in Hong Kong, Seoul and Singapore, and Non-Executive Chair of Market Prizm, a financial services focused technology company.

Rakesh has also previously held senior positions within AT&T, including Head of AT&T Asia-Pacific's managed network services business and President, AT&T Japan Limited. He was also formerly Senior Managing Director of Japan Telecom Company Limited.

Rakesh has a BSc in Electrical Engineering from George Washington University.

Jonathan Moulds, Senior Independent Director (SID)

Jonathan is the Chair of Citi Group's largest global subsidiary CGML and is also the Chair 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 the 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.

Andrew Didham, Non-Executive Director

Andrew is currently Non-Executive Director and Chair of GCP Infrastructure Investments Limited, a Director of N.M. Rothschild & Sons Limited and is also Chair of the N.M. Rothschild Pension Trust. In 2017 Andrew was appointed to the Board of Shawbrook Group plc where he is a Non- Executive Director and Chair of its Audit Committee.

From 2017 to 2021 Andrew was a Non-Executive Director and, from 2017, Senior Independent Director of Charles Stanley Group plc, where he also served as Non-Executive Chair of its principal operating company Charles Stanley

• Co. Limited. From 2017 to 2019 Andrew served as Non-Executive Director and Chair of the Audit and Risk Committees of Jardine Lloyd Thompson Group plc.

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Andrew was a Partner at 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 Chair in the Rothschild group.

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

Wu Gang, Non-Executive Director

Wu Gang has a strong strategic and financial advisory background and a wealth of international experience gained from a career of over 25 years in investment banking in Asia and Europe. He set up and led the European investment banking team at CLSA Securities, the international investment banking platform of CITIC Securities, from 2015 to January 2019. Prior to CLSA Securities, he was head of M&A and General Industrials at ICBC International. Wu Gang also held senior level positions at Royal Bank of Scotland, HSBC and Merrill Lynch in Hong Kong and London. He started his investment banking career at Goldman Sachs.

Wu Gang is currently a Non-Executive Director of Tritax Big Box REIT plc and Ashurst LLP, where he is also Chair of the Risk Committee, and a senior adviser at Rothschild & Co Hong Kong Limited. He served as a Non-Executive Director and member of the Remuneration Committee of Laird plc from January 2017 to June 2018.

Wu Gang has an MBA from INSEAD, Fontainebleau, an MA in Asia Area Studies from SOAS, University of London, and a BA in English and American Literature from Fudan University in Shanghai.

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 serves as a Non-Executive Director of Simon Midco Limited and 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.

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 Remuneration Committee Chair and Senior Independent Director of the Company from September 2015 to September 2020.

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 Chair, Interim Executive Chair.

Malcolm served as a Non-Executive Director and Chair 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 Chair 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) and JER Partners Limited, where he was European President and Matrix Securities Limited.

Susan Skerritt, Non-Executive Director

Susan is an Independent Director of Community Bank System, a commercial bank providing services across the north-eastern US, Tanger Factory Outlet Centers, an owner and operator of North American outlet centres, and Falcon Group, a leading worldwide inventory management solutions business. Susan previously served as Chair, CEO and President at Deutsche Bank Trust Company Americas, Non-Executive Director to Royal Bank of Canada US Group and Executive Board Member at Deutsche Bank USA and Bank of New York Mellon Trust Company.

Susan is a commercial banker, industry consultant and corporate treasury professional with expertise in global financial markets, regulatory matters and strategic project management. Susan has chaired and been a member of a number of board committees during her career, including Chair of the Human Resources and Corporate Governance Committee at Royal Bank of Canada US Group. She is currently Chair of the Audit and Risk Committee at Falcon Group, Chair of the Audit Committee of Tanger Factory Outlet Centers and a member of the Audit Committee of the Community Bank System.

Susan is a Trustee of the Village of Saltaire.

Susan has an MBA in Finance and International Business from New York University Stern School of Business and a BA in Economics from Hamilton College.

Helen Stevenson, Non-Executive Director

Helen brings extensive marketing and digital experience from a range of industries, together with strong customer focus. Helen is an experienced Non-Executive Director with particular experience regarding remuneration matters. Helen is currently the Senior Independent Director of

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