Moneysupermarket com : Proxy Form

Form of proxy

Moneysupermarket.com Group PLC

Annual General Meeting to be held on Thursday 2 May 2024 at 10.00am - Form of Proxy

You may appoint a proxy online at www.sharevote.co.uk instead of using this form.

Voting ID - Number	Task ID		Shareholder Reference

For guidance on how to complete this form of proxy please refer to the Notice of Meeting on the Company's website and to the notes overleaf.

I/We being (a) member/members hereby appoint the Chair of the meeting/the following person: Name of proxy (if not the Chair of the meeting):

................................................................................................................................................................................................................................................................

Number of ordinary shares appointed over (if less than your full voting entitlement):..........................................................................................

as my/our proxy, to attend, speak and vote on my/our behalf at the Meeting of Moneysupermarket.com Group PLC to be held at 10.00am on Thursday 2 May 2024 and at any adjournment thereof. Please indicate below how you would like your proxy to vote on your behalf on the resolutions.

Please put an 'X' in the box opposite if this proxy appointment is one of multiple appointments being made: 

Resolutions	For	Against	Withheld
1.	To receive the reports and accounts for the year ended 31 December 2023
2.	To approve the Directors' Remuneration Report, other than 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
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 the auditor
14.	To authorise the Audit Committee to determine the auditor's remuneration
15.	To authorise the making of political donations and incurring of political expenditure
16.	To authorise the Directors to allot shares
17.	To disapply statutory pre-emption rights
18.	To disapply statutory pre-emption rights - limited to an acquisition or specified capital investment
19.	To authorise the Company to purchase its own shares
20.	To authorise the calling of general meetings on not less than 14 clear days' notice
Signature	Date

If you fail to select any of the given options, the proxy is authorised to vote (or abstain from voting) at their discretion on the specified resolutions. The proxy is also authorised to vote (or abstain from voting) on any other business which may properly come before the meeting.

Please send this form of proxy to Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU. A stamp is not required in the UK.

Notes

1. A member may appoint a proxy or proxies (who need not be a member of the Company) to exercise all or any of their rights to attend, speak and vote at the meeting. If you wish to appoint a proxy other than the Chair of the meeting, please delete the words 'the Chair of the meeting or' and insert the name of your proxy in the space provided.
2. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this form of proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
3. 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. To appoint more than one proxy, you must complete a separate form of proxy for each proxy unless you are appointing your proxies electronically, in which case, please see Note 10 below. Additional Forms of Proxy may be obtained 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, or you may photocopy this form of proxy. Please indicate in the box next to the proxy holder's name the number of shares in relation to which he or she is authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and, if returned by post, should be included in the same envelope.
4. The proxy must attend the meeting in person to represent you. The completion of this form of proxy does not preclude the member from attending or voting in person.
5. Please indicate how you wish your proxy to vote on the resolutions by inserting 'X' in the appropriate box. Full details of the resolutions to be proposed at the meeting, with explanatory notes, are set out in the notice of meeting.
6. The 'Withheld' option on this form of proxy 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.
7. Any amendment or alteration made to this form of proxy should be initialled by the person signing it.
8. In the case of a corporation, this form of proxy must be under its common seal (if any) or the hand of its duly authorised agent or officer. In the case of an individual, this form of proxy must be signed by the appointor or their agent, duly authorised in writing.
9. In the case of joint holders, the signature of only one of the joint holders is required but, if more than one votes, the vote of the first named on the register of members will be accepted to the exclusion of other joint holders.
10. In order to be valid, an appointment of proxy 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:
11. • by completing it online at www.sharevote.co.uk by following the on-screen instructions to submit it (you will need to identify yourself with your three unique shareholder codes overleaf); or
    • in hard copy form by post to the Company's registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. If you prefer, you may return it in your own envelope using the following address: Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU. A stamp is not required if posted in Great Britain, the Channel Islands or Northern Ireland. Please note that delivery using this service can take up to five business days; or
    • in the case of CREST members, 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),

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).

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 proxy appointment, that is found to contain any virus will not be accepted.
2. You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.