Moneysupermarket com : Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant, or other financial adviser who, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000, or an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your shares in Moneysupermarket.com Group PLC, please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding, you should retain this document and its enclosures.

Moneysupermarket.com Group PLC

Notice of Annual General Meeting

2 May 2024

Notice of the Annual General Meeting to be held at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG on Thursday 2 May 2024 at 10.00am is set out on pages 5 to 7 of this document. Details of how to appoint a proxy are set out in the notes on page 9 of this document. To be valid, proxy appointments must be received at the address indicated in those notes by no later than 10.00am on Tuesday 30 April 2024.

Annual General Meeting

Moneysupermarket.com Group PLC

Registered in England & Wales No 6160943

Moneysupermarket House

St. David's Park

Ewloe

Chester

CH5 3UZ

4 March 2024

To the holders of ordinary shares in Moneysupermarket.com Group PLC (the 'Company')

Notice of Annual General Meeting

Dear Shareholder,

I am pleased to be writing to you with the details of our seventeenth Annual General Meeting ('AGM') which will be held at 10.00am on Thursday 2 May 2024 at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG. The formal notice of AGM is set out on pages 5 to 7 of this document.

The purpose of this letter is to explain certain elements of the business to be considered at the meeting.

Although shareholders will be able to ask questions at the AGM itself, shareholders can also submit questions for the Board in advance of the AGM by email to [e-mail]. The Board will endeavour to respond to any questions submitted by 6.00pm on Monday 22 April 2024 in advance of the proxy voting deadline at 10.00am on Tuesday

30 April 2024. Where questions are received after 6.00pm on Monday 22 April 2024, the Company will respond as soon as practicable, which may be after the AGM.

Business of the AGM

Resolutions 1 to 17 will be proposed as ordinary resolutions and will be passed if more than 50% of the votes cast by those entitled to vote (not counting votes withheld) are in favour. Resolutions 18 to 20 will be proposed as special resolutions and will be passed if at least 75% of the votes cast by those entitled to vote (not counting votes withheld) are in favour.

Receipt of the Annual Report and Accounts (Resolution 1)

The Companies Act 2006 ('2006 Act') requires the directors of a public company to lay before the company in general meeting copies of the directors' reports, the independent auditors' report and the audited financial statements of the company in respect of each financial year. The Chairman will present the Annual Report and Accounts for the year ended 31 December 2023 ('2023 Annual Report and Accounts') to the AGM and, in accordance with best practice, the Company proposes an ordinary resolution to receive them.

Directors' Remuneration Report (Resolution 2)

The Directors' Remuneration Report contains:

• a statement by Rakesh Sharma, Chair of the Company's Remuneration Committee;
• the Annual Report on Remuneration, which sets out payments made in the financial year ended 31 December 2023; and
• details of the Remuneration Committee's activities.

The Directors' Remuneration Report is set out in full in the 2023 Annual Report and Accounts on pages 106 to 123. The Company's auditor, KPMG LLP, has audited those parts of the Remuneration Report which are required to be audited and their report is also set out in the 2023 Annual Report and Accounts.

Resolution 2 is an ordinary resolution to approve the Directors' Remuneration Report. Resolution 2 is an advisory resolution and does not affect the future remuneration paid to any Director.

Non-Executive Directors' fees (Resolution 3)

The Company's Articles of Association currently provide that the fee payable to the Company's Non-Executive Directors shall not exceed in aggregate an annual sum of £750,000. This figure has remained unchanged since the Company's initial public offering in 2007 and although there are currently no plans to make any material changes to the fees paid to the Non-Executive Directors, the Board considers it desirable to increase this limit contained in the Articles of Association. It is proposed that this limit be increased to £1,000,000 per annum in aggregate. The fees payable to the Directors of the Company will remain subject to the most recently approved Directors Remuneration Policy. In accordance with the terms of Article 97, Resolution 3 is being proposed as an ordinary resolution. The salary and remuneration of the Executive Directors of the Company is provided for separately in the Articles

of Association.

Moneysupermarket Group PLC Annual General Meeting 2024

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Annual General Meeting continued

Declaration of a final dividend (Resolution 4)

A final dividend of 8.9 pence per ordinary share for the year ended 31 December 2023 is recommended for payment by the Directors. If shareholders approve the recommended final dividend, it will be paid on 10 May 2024 to all ordinary shareholders who were on the register of members at the close of business on 31 March 2024.

Election and re-election of Directors (Resolutions 5 to 12)

Resolutions 5 to 12 deal with the election and re-election of the Directors. The Company's Articles of Association provide for retirement by rotation but, in accordance with the UK Corporate Governance Code and the Company's longstanding practice, all Directors must retire from office at each annual general meeting. Accordingly, all of the Company's Directors at the date of the notice of meeting will retire at the AGM, and each intends to stand for election or re-election (as the case may be) by the Company's shareholders, I would also like to welcome Mary Beth Christie, who is standing for election for the first time following her appointment as Non-Executive Director on 14 July 2023. Biographies of each of the Directors seeking election or re-election can be found in Appendix 1 together with the reasons why their contributions are, and continue to be, important to the Company's long-term sustainable success.

The Board has also considered whether each of the Independent Non-Executive Directors is free from any relationship that could materially interfere with the exercise of their judgement and has determined that each continues to be considered to be independent.

Re-appointment of auditor and auditor's remuneration (Resolutions 13 and 14)

The Company is required to appoint or re-appoint an auditor at each annual general meeting at which its audited accounts and reports are presented to shareholders. The Board has approved the Audit Committee's recommendation to put a resolution to shareholders recommending the re-appointment of KPMG LLP as the Company's auditor and confirms that: (1) the recommendation is free from influence by a third party; and (2) no restrictive contractual provisions have been imposed on the Company limiting the choice of auditor. Consequently, Resolution 13 relates to the re-appointment of KPMG LLP as the Company's auditor to hold office until the next AGM of the Company and Resolution 14 authorises the Audit Committee to determine their remuneration.

Authorisation of political donations and expenditure (Resolution 15)

Resolution 15 deals with the authorisation of political donations and expenditure. Under the 2006 Act, political donations to any political parties, independent election candidates or political organisations or the incurring of political expenditure are prohibited unless authorised by shareholders in advance. What constitutes a political donation, a political party, a political organisation, or political expenditure is not easy to decide, as the legislation is capable of wide interpretation. Sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling public duties and support for bodies representing the business community in policy review or reform may fall within this.

Therefore, notwithstanding that the Company has not made a political donation in the past and has no intention either now or in the future of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate, the Board has decided to put forward Resolution 15 to renew the authority granted by shareholders at last year's AGM. This will allow the Company to continue to support the community and put forward its views to wider business and Government entities without running the risk of being in inadvertent breach of the law. As permitted under the 2006 Act, Resolution 15 also covers any political donations made, or political expenditure incurred, by any subsidiaries of the Company. This authority will expire at the end of the Company's 2025 AGM or, if earlier, at the close of business on 30 June 2025.

Allotment of share capital (Resolution 16)

Resolution 16 deals with the Directors' authority to allot shares.

At last year's AGM, the Directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £71,509 representing approximately two-thirds of the Company's then issued ordinary share capital. This authority expires at the end of this year's AGM. Resolution 16 will, if passed, renew this authority to allot on broadly the same terms as last year's resolution.

The Investment Association ('IA') guidelines on directors' authority to allot shares state that IA members will regard as routine resolutions seeking authority to allot shares representing up to two-thirds of the Company's issued share capital, provided that any amount in excess of one-third of the Company's issued share capital is only used to allot shares pursuant to a fully pre-emptive offer.

In light of these guidelines, the Board considers it appropriate that Directors be granted authority to allot shares in the capital of the Company up to a maximum nominal amount of £71,520 representing the IA guideline limit of approximately 66.6% of the Company's issued ordinary share capital as at 19 February 2024 (the latest practicable date prior to publication of this document). Of this amount approximately 178,801,506 shares (representing approximately 33.3% of the Company's issued ordinary share capital) can only be allotted pursuant to a fully pre-emptive offer. This authority will expire at the end of the Company's 2025 AGM or, if earlier, at the close of business on 30 June 2025.

The Directors have no present intention of allotting new ordinary shares other than in relation to the Company's employee share schemes. However, the Directors consider it appropriate to maintain the flexibility that this authority provides.

As at 19 February 2024 (the latest practicable date prior to publication of this document), the Company did not hold any ordinary shares in the capital of the Company in treasury.

2 Moneysupermarket Group PLC Annual General Meeting 2024

Disapplication of statutory pre-emption rights (Resolutions 17 and 18)

Resolutions 17 and 18 will give the Directors the power to allot ordinary shares in the capital of the Company pursuant to the authority granted under Resolution 16 above for cash without complying with the pre-emption rights in the Companies Act 2006 ('2006 Act') in certain circumstances.

This disapplication authority reflects institutional shareholder guidance, and in particular is within the limits set by the Pre-Emption Group's Statement of Principles (the 'Pre-Emption Principles') published in November 2022. The Pre-Emption Principles allow the Company to seek authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority up to 10% of a company's issued share capital for use on an unrestricted basis; and (ii) an additional authority up to a further 10% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or has taken place in the 12-month period preceding the announcement of the issue. In both cases, an additional authority of up to 2% may be sought for the purposes of making a follow-on offer (as described in further detail in the Pre-Emption Principles).

Resolution 17 will permit the Directors to allot, pursuant to the authority to allot sought in Resolution 16:

1. equity securities for cash and sell treasury shares up to a nominal amount of £71,520 representing two-thirds of the company's issued share capital as at 19 February 2024 (the latest practicable date prior to publication of this document) on an offer to existing shareholders on a pre-emptive basis (that is including a rights issue or an open offer), with one-third being available only in connection with a fully pre-emptive offer (in each case subject to any adjustments, such as for fractional entitlements and overseas shareholders, as the directors see fit); and
2. equity securities for cash and sell treasury shares up to a maximum nominal value of £10,738, representing approximately 10% of the issued ordinary share capital of the Company as at 19 February 2024 (the latest practicable date prior to publication of this document) otherwise than in connection with a pre-emptive offer to existing shareholders.

Resolution 18 will permit the directors to allot additional equity securities for cash and sell treasury shares up to a maximum nominal value of £10,738, representing approximately a further 10% of the issued ordinary share capital of the Company as at 19 February 2024 (the latest practicable date prior to publication of this document), otherwise than in connection with a pre-emptive offer to existing shareholders for the purposes of financing or refinancing a transaction as contemplated by the Pre-Emption Principles described above.

The Board considers that it is in the best interests of the Company and its shareholders generally that the Company should seek what it considers to be an appropriate level of authority under the Pre-Emption Principles and that the Company should have the flexibility conferred by Resolutions 17 and 18 to conduct a pre-emptive offering without complying with the strict requirements of the statutory pre-emption provisions and to finance business opportunities quickly and efficiently when they arise. The additional authority for 'follow-on offers' set out in the Pre-Emption Principles is not being sought. The Directors confirm their intention to follow the shareholder protections contained in Part 2B of the Pre-Emption Principles.

As noted in relation to Resolution 16 above, the directors have no current intention of issuing ordinary shares other than in relation to the Company's employee share schemes.

The authority contained in Resolutions 17 and 18 will expire upon the expiry of the authority to allot shares conferred in Resolution 16 (that is at the end of the next AGM of the Company or, if earlier, at the close of business on 30 June 2025).

Authority to purchase own shares (Resolution 19)

Resolution 19 gives the Company authority to buy back its own ordinary shares in the market as permitted by the 2006 Act. The authority limits the number of shares that could be purchased to a maximum of 53,694,146 (representing approximately 10% of the issued ordinary share capital of the Company as at 19 February 2024 (the latest practicable date prior to publication of this document)) and sets minimum and maximum prices. This authority will expire at the end of the Company's 2025 AGM or, if earlier, at the close of business on 30 June 2025.

The Directors have no present intention of exercising this authority but wish to have the flexibility to do so in the future. Shares would only be purchased if the Directors believed that to do so would result in an improvement in earnings per share and would be in the best interests of shareholders generally. Purchased shares would be cancelled (in which case the number of shares in issue would thereby be reduced) or, alternatively, held in treasury, depending on which course of action is considered by the Directors to be in the best interests of the shareholders at that time. No dividends are paid on shares while they are held in treasury and no voting rights attach to treasury shares.

As at 19 February 2024 (the latest practicable date prior to publication of this document), there were 6,009,262 warrants and options to subscribe for ordinary shares in the capital of the Company representing 1.12% of the Company's issued share capital. If the authority to purchase the Company's ordinary shares being sought in Resolution 19 and the existing authority to purchase ordinary shares taken at last year's AGM (which expires at the end of this year's AGM) were to be exercised in full, these warrants and options would represent 1.40% of the issued share capital of the Company.

Moneysupermarket Group PLC Annual General Meeting 2024

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Annual General Meeting continued

Length of notice of meeting (Resolution 20)

Resolution 20 is a resolution to allow the Company to hold general meetings (other than AGMs) on at least 14 days' notice.

The minimum notice period for general meetings of listed companies is 21 days, but companies may reduce this period to at least 14 days (other than for AGMs) provided that two conditions are met. The first condition is that the company offers a facility for shareholders to vote by electronic means. This condition is met if the company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website. The second condition is that there is an annual resolution of shareholders approving the reduction of the minimum notice period.

The Board is therefore proposing Resolution 20 as a special resolution to approve 14 days as the minimum period of notice for all general meetings of the Company other than AGMs. The approval will be effective until the end of the Company's 2025 AGM, when it is intended that the approval be renewed. The Board will consider on a case-by-case basis whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time sensitive and whether it is thought to be to the advantage of shareholders as a whole.

Action to be taken

Ordinary shareholders on the register of members of the Company

Your vote is important to us. Whether or not you propose to attend the meeting, we would encourage you to appoint a proxy and give your voting instructions. You can do this in one of the following ways:

• complete the online form of proxy at www.sharevote.co.uk by following the online screen instructions; or
• if you are a CREST member, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notice of meeting and the CREST Manual on the Euroclear website (www.euroclear.com); or
• if you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the registrar. Further details are set out in the notes section.

If you would prefer to use a paper form of proxy to appoint your proxy, you may request one by contacting the Company's registrar, Equiniti, on [phone]. Lines are open between 8.30am and 5.30pm, Monday to Friday excluding public holidays in England and Wales.

Full details of how to appoint a proxy are set out in the notes to the notice on page 9. The appointment of proxy must be received by the Company's registrar, Equiniti, at the address indicated in those notes by no later than 10.00am on Tuesday 30 April 2024 or, in the case of any adjournment of the meeting, by no later than 48 hours before the time of the adjourned meeting (excluding non-working days).

Holders of ordinary shares via the Company Share Incentive Plan

If you hold ordinary shares in the Company via the Company Share Incentive Plan, you can instruct Equiniti Share Plan Trustees Limited to vote on the Annual General Meeting resolutions on your behalf by going to Equiniti's Shareview website and logging in to your Shareview Portfolio at www.shareview.co.uk. Once logged in, simply click 'View' on the 'My investments' page and then click on the link to vote and follow the on-screen instructions. Full details of the procedures are given on the website.

The voting direction must be received by Equiniti Share Plan Trustees Limited, care of the Company's registrar, by no later than 10.00am on Monday 29 April 2024 or, in the case of any adjournment of the meeting, by no later than 72 hours before the time of the adjourned meeting (excluding non-working days).

Recommendation

The Board considers the resolutions are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole.

The Directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings (other than in respect of the matters in which they are interested).

Yours faithfully

Robin Freestone

Chair

4 Moneysupermarket Group PLC Annual General Meeting 2024

NOTICE IS HEREBY GIVEN that the seventeenth Annual General Meeting of Moneysupermarket.com Group PLC ('Company') will be held at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG on Thursday 2 May 2024 at 10.00am to transact the business set out below. Resolutions 1 to 17 below will be proposed as ordinary resolutions and Resolutions 18 to 20 will be proposed as special resolutions.

1. To receive the accounts and the reports of the Directors and the auditor for the year ended 31 December 2023.
2. To approve the Directors' Remuneration Report, other than the part containing the Directors' Remuneration Policy, for the year ended 31 December 2023.
3. To increase the maximum fees that may be paid to Directors who do not hold executive office under article 97 of the Company's articles of association to £1,000,000 per annum in aggregate.
4. To declare a final dividend for the year ended 31 December 2023 of 8.9 pence for each ordinary share in the capital of the Company.
5. To re-elect Robin Freestone as a Director.
6. To re-elect Peter Duffy as a Director.
7. To re-elect Sarah Warby as a Director.
8. To re-elect Caroline Britton as a Director.
9. To re-elect Lesley Jones as a Director.
10. To re-elect Rakesh Sharma as a Director.
11. To re-elect Niall McBride as a Director.
12. To elect Mary Beth Christie as a Director.
13. To re-appoint KPMG LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting of the Company.
14. To authorise the Audit Committee to determine the remuneration of the Company's auditor.
15. THAT, in accordance with sections 366 and 367 of the Companies Act 2006, the Company and all companies which are subsidiaries of the Company at the date on which this resolution is passed or during the period when this resolution has effect are generally and unconditionally authorised to:
16. 1. make political donations to political parties or independent election candidates not exceeding £25,000 in total;
    2. make political donations to political organisations other than political parties not exceeding £25,000 in total; and
    3. incur political expenditure not exceeding £25,000 in total,

(as such terms are defined in the Companies Act 2006) during the period beginning with the date of the passing of this resolution and ending at the end of the Annual General Meeting of the Company to be held in 2025 or, if earlier, at the close of business on 30 June 2025 provided that the authorised sum referred to in paragraphs (a), (b) and (c) above, may be comprised of one or more amounts in different currencies which, for the purposes of calculating said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day in which the Company enters into any contract or undertaking in relation to the same provided that, in any event, the aggregate total amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £75,000.

Moneysupermarket Group PLC Annual General Meeting 2024

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Annual General Meeting continued

16. THAT the Directors are generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ('Rights'):

1. up to an aggregate nominal amount of £35,760; and
2. up to a further aggregate nominal amount of £35,760 provided that: (i) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006); and (ii) they are offered by way of a fully pre-emptive offer to holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates and to holders of other equity securities if required by the rights of those securities, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,

provided that this authority shall expire at the end of the Annual General Meeting of the Company to be held in 2025 or, if earlier, at the close of business on 30 June 2025, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired and all authorities vested in the Directors on the date of the notice of this meeting to allot shares and grant Rights that remain unexercised at the commencement of this meeting are revoked.

17. THAT, subject to Resolution 16 above being passed, the Directors are authorised pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by Resolution 16 above and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment or sale provided that this power shall be limited to:

1. the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 16 by way of a fully pre-emptive offer only) in favour of the holders of ordinary shares on the register of members at such record dates as the Directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and
2. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) of this Resolution 17) to any person or persons up to an aggregate nominal amount of £10,738,

and shall expire on the revocation or expiry of the general authority conferred by Resolution 16 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

18. THAT, subject to Resolution 16 being passed and in addition to the power conferred by Resolution 17 above, the Directors are authorised pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by Resolution 16 above and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment or sale, provided that this power:

1. shall only be used for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or specified capital investment of a kind contemplated by the definition set out in the Appendix to the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
2. shall be limited to the allotment of equity securities or sale of treasury shares to any person or persons up to an aggregate nominal amount of £10,738,

and shall expire on the revocation or expiry of the general authority conferred by Resolution 16 above, save that the Company shall still be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

6 Moneysupermarket Group PLC Annual General Meeting 2024

1. THAT the Company is generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares in its capital on such terms and in such manner as the Directors may from time to time determine, provided that:
2. 1. the maximum aggregate number of ordinary shares hereby authorised to be acquired is 53,694,146;
   2. the minimum price (excluding expenses) which may be paid for any such ordinary share is its nominal value;
   3. the maximum price (excluding expenses) which may be paid for any such ordinary share is the higher of: (i) an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases are carried out;
   4. the authority hereby conferred shall expire at the end of the Annual General Meeting of the Company to be held in 2025 or, if earlier, at the close of business on 30 June 2025 unless previously renewed, varied or revoked by the Company in general meeting; and
   5. the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.
3. THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.

By order of the Board

Shazadi Stinton

General Counsel and Company Secretary

Moneysupermarket.com Group PLC

4 March 2024

Registered office:

Moneysupermarket House

St. David's Park

Ewloe

Chester CH5 3UZ

(Registered in England & Wales No. 6160943) 

Moneysupermarket Group PLC Annual General Meeting 2024

7

Notes

Entitlement to attend and vote

1. The right to attend and vote at the AGM is determined by reference to the Company's register of members (the 'Register'). Only those persons entered in the Register as at 6.30pm on Tuesday 30 April 2024 (or, if the AGM is adjourned, at 6.30 pm on the day which is two business days before the time of the adjourned meeting) (the 'Specified Time') shall be entitled to attend, speak and vote at the AGM in respect of the number of shares registered in their name at such time. Changes to entries on the Register after the Specified Time shall be disregarded in determining the rights of any person to attend, speak and vote at the AGM.

Arrangements for the AGM

2. Please refer to the Company's website https://corporate.moneysupermarket.com/investors/shareholder-information/general- meetings for any updates to the arrangements for the Annual General Meeting set out in this document.

Appointment of proxies

1. A member who is entitled to attend and vote at the meeting is entitled to appoint another person(s) to exercise all or any of their rights to attend, speak and vote at the meeting. A member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him.
2. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Your proxy could be the Chair of the AGM, another Director of the Company or another person who has agreed to attend to represent you. Your proxy must vote as you instruct and must attend the meeting for your vote to be counted.
3. In order to be valid, an appointment of proxy must be returned or submitted (together with any authority under which it is executed or a certified copy of the authority) by one of the following methods:
4. • hard copy form of proxy - a member may appoint a proxy by completing and returning a paper form of proxy. A member who would like to appoint a proxy this way and who has not received a hard copy form of proxy should request one by contacting the Company's registrar, Equiniti, on [phone]. Lines are open between 8.30am and 5.30pm, Monday to Friday excluding public holidays in England and Wales. A paper form of proxy must be completed in accordance with the instructions that accompany it and then delivered by post so as to be received by Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA;
   • online appointment - a member may appoint a proxy online by logging onto www.sharevote.co.uk and following the instructions to submit a proxy appointment;
   • CREST appointment - a member who holds shares in uncertificated form may use the CREST electronic proxy appointment service to appoint a proxy electronically, as explained in notes 7 and 8 below; or
   • if you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the registrar. For further information regarding Proxymity, please go to www.proxymity.io. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy, and in each case the appointment of proxy must be received by the Company's registrar by no later than 10.00am on Tuesday 30 April 2024 or in the case of any adjournment by no later than 48 hours before the time of the adjourned meeting (excluding non-working days).

The return of a completed paper form of proxy or the submission of an electronic proxy appointment (in each case in accordance with the relevant instructions) will not prevent a member attending the AGM and voting in person.

1. To change your proxy instructions, you may return or submit a new proxy appointment using the methods set out in note 5 above. Where you have appointed a proxy using the hard copy form of proxy and would like to change the instructions using another hard copy form of proxy, please contact the Company's registrar on the contact number set out in note 5 above. The deadline for receipt of proxy appointments (see note 5 above) also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same ordinary share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others.
2. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID number RA19) by the latest time(s) for receipt of proxy appointments specified in note 5 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.

8 Moneysupermarket Group PLC Annual General Meeting 2024