IG : Notice of Annual General Meeting

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 any 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 2023 ANNUAL GENERAL MEETING WHICH IS TO BE HELD ON WEDNESDAY, 20 SEPTEMBER 2023 AT 13:00 AT THE OFFICES OF IG GROUP HOLDINGS PLC, LOCATED AT CANNON BRIDGE HOUSE,

25 DOWGATE HILL, LONDON, EC4R 2YA, IS SET OUT IN THIS DOCUMENT.

Please complete and submit the 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 13:00 on Monday, 18 September 2023.

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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 and Acting Chief Executive 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 2023

Dear Shareholder

Notice of 2023 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 20 September 2023 at 13:00. The formal notice of the AGM and the resolutions to be proposed are set out on pages 10 to 12 of this document.

The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 22 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 23 to 27 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 2023 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 2023, together with the Directors' and Auditor's report in 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 2023. The Annual Report on Remuneration is set out in full on pages 105 to 118 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 2023. This vote is advisory and therefore will not affect the remuneration or benefits received by any Director.

Directors' Remuneration Policy (Resolution 3)

Shareholders will be asked to receive and approve as an ordinary resolution the Directors' Remuneration Policy, which is set out in full on pages 96 to 104 of the Annual Report and Accounts for the year ended 31 May 2023.

Section 439A of the Companies Act 2006 (the "2006 Act") requires that Shareholders be requested to approve the Directors' Remuneration Policy at least once every three years. The current policy was approved by Shareholders at the AGM in 2020 and is due for renewal.

The Company may not make a remuneration payment to a person who is, or is to become, or has been, a Director of the Company unless that payment is consistent with the latest approved Directors' Remuneration Policy or has otherwise been approved by a resolution of shareholders.

The vote on the Directors' Remuneration Policy is binding on the Company if Resolution 3 is passed. The Directors' Remuneration Policy will take effect immediately after the end of the AGM and will apply until replaced by a new or amended policy and a Directors' Remuneration Policy will be put to shareholders again no later than the Company's AGM in 2026.

If Resolution 3 is not passed, the Directors' Remuneration Policy approved by the shareholders at the 2020 AGM will continue in effect.

Dividend (Resolution 4)

A final dividend of 31.94 pence per ordinary share is recommended by the Directors for payment to Shareholders on the Register of Members at the close of business on

22 September 2023. Subject to the approval of Shareholders at the AGM, this dividend will be paid on 19 October 2023.

Re-election of Directors (Resolutions 5 to 16)

The UK Corporate Governance Code recommends that all directors of FTSE 350 companies should be subject to annual re-election 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 5 to 16). 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 can be found on pages 7 to 9 of this document.

Auditor (Resolutions 17 and 18)

The Company is required at each general meeting at which accounts are presented to appoint an Auditor to hold office until the next such meeting.

PricewaterhouseCoopers LLP have indicated their willingness to continue in office, and the Board, on the unanimous recommendation of the Audit Committee, which evaluated the effectiveness and independence of the external Auditor, is proposing the re-appointment of PricewaterhouseCoopers LLP as the Company's Auditor for the financial year ending 31 May 2024.

Accordingly, Resolution 17 re-appoints PricewaterhouseCoopers LLP as Auditor to the Company, and Resolution 18 authorises the Audit Committee of the Board to determine their remuneration.

IG Group Long Term Incentive Plan 2023 (Resolution 19)

Shareholder approval is being sought for a new long term incentive plan (the "LTIP"). The LTIP is intended to replace the current long term incentive plan which is due to expire in 2023.

The LTIP, for which shareholder approval is being sought, retains the key features of the current long term incentive plan; a summary of the principal features of the LTIP can be found at Appendix 1 to this Notice of AGM. The rules of the LTIP will be available for inspection at the registered office of the Company set out in note 13 of this Notice of AGM, at the AGM at least 15 minutes prior to the start of the meeting and up until the close of the meeting, and available on the National Storage Mechanism from the date of publication of this Notice of AGM.

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Notice of 2023 Annual General Meeting

IG Group 2023 Sustained Performance Plan (Resolution 20)

Shareholder approval is being sought for the new Sustained Performance Plan (the "SPP"). The SPP is intended to replace the current sustained performance plan which is due to expire in 2023.

The SPP, for which shareholder approval is being sought, retains several features of the current sustained performance plan but provides for two types of awards (being annual awards and long-term awards, based on pre-grant and post- grant performance targets, respectively). A summary of the principal features of the SPP can be found in Appendix 2 to this Notice of AGM. The rules of the SPP will be available for inspection at the registered office of the Company as set out in Note 13 to this Notice of AGM, at the AGM at least 15 minutes prior to the start of the meeting and up until the close of the meeting, and available on the National Storage Mechanism from the date of publication of this Notice

of AGM.

IG Group 2023 Global Share Purchase Plan (Resolution 21)

Shareholder approval is being sought for adoption of the new 2023 Global Share Purchase Plan ("GSPP") which is intended to be used for all employees of the Group.

Under the GSPP participants will make contributions over a

12-month period through deductions from their pay. These contributions will be used to purchase shares in the Company ("Investment Shares") throughout the 12-month contribution period. Investment Shares will be subject to a holding period of two years from date of purchase.

Participants will also be granted matching shares, with the number of matching shares awarded depending on the number of Investment Shares purchased. Matching share awards will be granted as a conditional right to receive shares in the Company and will vest two years from the date of grant.

A summary of the principal terms of the GSPP is set out in Appendix 3 to the Notice of AGM. The rules of the GSPP will be available for inspection at the registered office of the Company as set out in Note 13 to this Notice of AGM, and at the AGM at least 15 minutes prior to the start of the meeting and up until the close of the meeting, and available on the National Storage Mechanism from the date of publication of this Notice of AGM.

Authority of Directors to allot shares (Resolution 22)

The authority given to the Directors to allot further shares in the capital of the Company requires the prior authorisation of the Shareholders in a general meeting under Section 551 of the 2006 Act. This authority was given at the 2022 AGM, and this resolution seeks to renew that authority. Upon the passing of the resolution, the Directors will have authority to allot new shares and grant rights to subscribe for, or convert

other securities into, shares up to a maximum nominal value of £6,674 which is approximately 33 per cent of the total issued ordinary share capital, exclusive of treasury shares, as at 8 August 2023, being the latest practicable date before the publication of this Notice. This authority will expire at the conclusion of the next AGM of the Company or 30 November 2024, whichever is earlier. The Directors intend to seek to renew such authority at successive AGMs of the Company. As at 8 August 2023, being the latest practicable date before the publication of this Notice, the Company held no equity securities in treasury.

In addition, in accordance with the guidance from the Investment Association ("IA") issued in February 2023 on the expectations of institutional investors in relation to the authority of Directors to allot shares, upon the passing of Resolution 22, the Directors will have authority to allot an additional number of ordinary shares up to a maximum nominal value of £6,674, which is approximately a further 33 per cent of the total issued ordinary share capital, exclusive of treasury shares, as at 8 August 2023, being the latest practicable date before the publication of this Notice.

However, the Directors will only be able to allot those shares and grant rights to subscribe for, or convert other securities into, shares in connection with a pre-emptive offer in which the new shares are offered to existing Shareholders in proportion to their existing shareholdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary. This authority will also expire at the conclusion of the next AGM of the Company or 30 November 2024, whichever is earlier. The Directors intend to seek to renew such authority at successive AGMs of the Company.

As a result, if Resolution 22 is passed, the Directors could allot shares representing up to two-thirds of the total issued ordinary share capital pursuant to a pre-emptive offer. There are no current plans to use such an authority.

The Directors have no current plans to undertake a preemptive offer or to allot new shares, except in connection with the Company's employee share schemes. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.

Disapplication of pre-emption rights (Resolutions 23 and 24)

If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires these shares to be offered first to shareholders in proportion to their existing holdings (known as pre-emption rights). These pre-emption rights can be modified and/or disapplied to give the Directors greater flexibility in raising capital for the Company. The purpose of these resolutions

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is to give the Directors such flexibility, in line with the latest investor guidance.

Limbs (i) and (iii) of Resolution 23 seek shareholder approval to allot a limited number of ordinary shares or other equity securities, or sell treasury shares, for cash on a pre-emptive basis but subject to such exclusions or arrangements as the Directors may deem appropriate to deal with certain legal, regulatory or practical difficulties. For example, in a preemptive rights issue, there may be difficulties in relation to fractional entitlements or the issue of new shares to certain shareholders, particularly those resident in certain overseas jurisdictions.

The Directors have no current intention of exercising this authority but consider the authority in Resolution 23 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions.

In addition, there may be circumstances when the Directors consider it in the best interests of the Company to allot a limited number of ordinary shares or other equity securities, or sell treasury shares for cash on a non-pre-emptive basis. The Pre-Emption Group's Statement of Principles (the "PEG Principles") were last updated in November 2022. They support the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash where these represent no more than ten per cent of the issued ordinary share capital (exclusive of treasury shares), without restriction as to the use of proceeds of those allotments.

Accordingly, the purpose of limb (ii) of Resolution 23 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 22, or sell treasury shares, for cash up to a nominal value of £2,022, without the shares first being offered to existing shareholders in proportion to their existing holdings. This amount is equivalent to ten per cent of the total issued ordinary share capital of the Company excluding treasury shares, as at 8 August 2023, being the latest practicable date before the publication of this Notice.

The PEG Principles also support the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash where these represent no more than an additional ten per cent of issued ordinary share capital (exclusive of treasury shares) and are used only in connection with an acquisition or specified capital investment. The PEG Principles defines "specified capital investment" as meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction on

the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is

made available to shareholders to enable them to reach an assessment of the potential return.

Accordingly, the purpose of Resolution 24 is to authorise the Directors to allot new shares and other equity securities under the allotment authority given by Resolution 22, or sell treasury shares, for cash up to a further nominal amount of £2,022, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding twelve-month period and is disclosed in the announcement of the issue. This amount is equivalent to ten per cent of the total issued ordinary share capital of the Company as at 8 August 2023, being the latest practicable date before the publication of this Notice, exclusive of treasury shares.

The Board has no current intention of exercising the authorities in Resolutions 23 and 24 to make pre-emptive or non-pre-emptive offers but considers them to be appropriate in order to allow the Company the flexibility to finance business opportunities.

The Board confirms that it intends to follow the shareholder protections set out in Section 2B of the PEG Principles.

If given, the authority will expire at the conclusion of the next AGM of the Company or 30 November 2024, whichever is earlier. The Directors intend to seek to renew such power at successive AGMs of the Company.

Authority for the Company to purchase its own shares (Resolution 25)

The Company's Articles of Association permit the purchase by the Company of its own shares subject to Shareholders' prior approval being obtained. This Resolution also renews the authority provided at the 2022 AGM and would authorise the Company to purchase up to 40,452,304 shares. If given, the authority will expire at the conclusion of the next AGM of the Company or 30 November 2024, whichever is earlier. The Directors intend to seek to renew this power at subsequent AGMs of the Company.

The Resolution specifies the maximum number of ordinary shares which may be purchased (representing 10 per cent of the Company's total issued ordinary share capital (excluding treasury shares) as at 8 August 2023, being the latest practicable date before the publication of this Notice) and the maximum and minimum prices at which they may be bought, exclusive of expenses, reflecting the requirements of the 2006 Act and the Listing Rules.

As announced on 21 July 2022, the Company undertook a share buyback programme of up to £150 million, pursuant to the general authority to purchase the Company's own shares approved at its 2021 AGM. On 3 April 2023, the Company announced the commencement of a £50 million extension to the share buyback programme under the authority given at the 2022 AGM.

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Notice of 2023 Annual General Meeting

On 2 August 2023, the Company announced the commencement of a further buyback programme to repurchase up to £250 million of its own ordinary shares, with an agreement having been entered into with Morgan Stanley & Co. International Plc in respect of an initial tranche of up to £100 million (the "First Tranche") and is expected to be completed on or before 12 December 2023. The First Tranche will take place within the limitations of the authority granted at the last AGM as opposed to the authority being sought in Resolution 25. The Directors currently intend

to implement the remainder of the buyback programme at a later date, with shares purchased under any further tranche(s) to be executed under this Resolution (25). The share buyback programme is subject to the continuing approval of the Financial Conduct Authority.

Under the 2006 Act, the Company is permitted to hold its own shares in treasury following a buyback, instead of cancelling them. This gives the Company the ability to reissue treasury shares quickly and cost-effectively (including pursuant to the authority under Resolution 22) and provides the Company with additional flexibility in the management of its capital base. Such shares may be resold for cash but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury. If the Board exercises the authority conferred by Resolution 25, the Company will have the option of either holding in treasury or of cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue.

As at 8 August 2023, being the latest practicable date before the publication of this Notice, the Company held no equity securities in treasury.

Notice Period for meetings (Resolution 26)

The 2006 Act requires listed companies to give a minimum notice period of 21 clear days for general meetings (other than an AGM) unless Shareholders have approved the calling of general meetings on 14 clear days' notice and the Company offers the facility for Shareholders to vote by electronic means.

Resolution 26 seeks to renew the approval given by Shareholders at the 2022 AGM to allow the Company to call general meetings (other than an AGM of the Company) on 14 clear days' notice. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole.

Articles of Association (Resolution 27)

The Company is proposing to adopt new Articles of Association (the "New Articles") in order to update the Company's current Articles of Association (the "Current Articles") which were adopted on 22 September 2021. The principal change introduced in the New Articles is to add in a new provision permitting the Company to change its name by board resolution, in line with market practice. Other than the change described above, there are no changes to the Current Articles.

A copy of the Current Articles, marked up to show all proposed changes, are available for inspection at the Company's registered office (Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA) during normal business hours on any business day from the date of this Notice of AGM until the conclusion of the AGM, at the AGM venue for at least 15 minutes prior to and during the AGM, or on the Company's website and on the National Storage Mechanism from the date of this Notice of AGM. So that appropriate arrangements can be made for shareholders wishing to inspect documents, we request that shareholders contact the Group Company Secretary by email at [e-mail] in advance of any visit to ensure that access can be arranged. Subject to the passing of Resolution 27, the New Articles will take effect from the conclusion of the AGM.

Action to be taken

You will find enclosed a Form of Proxy. Please complete, sign and return the enclosed form as soon as possible in accordance with the instructions printed thereon.

Forms of Proxy should be returned in the enclosed business reply envelope to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY no

later than 18 September 2023 at 13:00 (or, in the event of an adjournment, the time which is 48 hours before the adjourned meeting).

Recommendation

Your Directors consider that Resolutions 1 to 27, to be put to the meeting, are in the best interests of the Company and its Shareholders as a whole, and unanimously recommend Shareholders to vote in favour of Resolutions 1 to 27, as they intend to do in respect of their own beneficial holdings.

Yours faithfully,

MIKE MCTIGHE

CHAIR

IG Group Holdings plc

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Biographies for our Board of Directors

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. He also chairs the boards of Press Acquisition Limited and May Corporation Limited, the respective parent companies of the Telegraph Media Group and The Spectator (1828) Ltd. For over 20 years he has held various non-executivedirector 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. He spent most of his executive career at Cable & Wireless, Philips, Motorola and GE.

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

June Felix, Chief Executive Officer

June was appointed as CEO on 30 October 2018, having served as a Non-Executive Director of the Company from

4 September 2015. She has had a successful career growing and leading global financial services and tech companies.

June brings nearly three decades' experience in finance and digital technology sectors, having held senior management roles in New York, London, and Hong Kong. Previous roles include her position as President of Verifone Europe, various executive management positions at large multi-national businesses, including IBM's Global Head of Banking and Financial Markets, and senior roles at Citibank and Chase Bank.

June is currently a Non-Executive Director of RELX PLC and The London Technology Club. She graduated from the University of Pittsburgh with a first class honours degree in Chemical Engineering and Pre-Med.

Charlie Rozes, Chief Financial Officer

Charlie was appointed as CFO on 1 June 2020 and has a proven track record in financial control and reporting, accounting, tax, M&A, investor relations, risk and compliance and audit. He is a highly experienced finance leader having held executive director roles in the financial services sector and led substantial change programmes in the UK and internationally.

Charlie began his professional career with PricewaterhouseCoopers LLP, becoming a Partner in 2001 in the US management consulting practice, followed by senior executive roles at IBM and Bank of America. In 2007, he joined Barclays plc as Chief Financial Officer of Barclays UK Retail and Business Bank and was Global Head of Investor Relations from 2011 to 2015, and Group Finance Director at Jardine Lloyd Thompson plc from 2015 to 2019.

Charlie has no current external appointments. He has an undergraduate degree from Tufts University and an MBA from the Southern Methodist University.

Jon Noble, Chief Operating Officer

Jon was appointed COO on 14 June 2019 with responsibility for Trading and Operations. He also leads the business change office and chairs several of IG's management committees.

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

As CIO, Jon had responsibility for setting and delivering our IT strategy, delivery of all work programmes 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.

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

Jonathan Moulds, Senior Independent Director (SID) Jonathan has extensive experience in financial services in the UK, US and Asia during his 25+ year executive career. He currently chairs Citi's largest global subsidiary CGML, Financial Markets Standard Board Limited and Litigation Capital Management Limited.

He spent the majority of his career at Bank of America where he became head of Bank of America's International businesses and subsequently European President of Bank of America Merrill Lynch and the CEO of Merrill Lynch International following the merger of the two companies. He was recently Group Chief Operating Officer at Barclays Plc.

Jonathan has served on key industry associations, including the International Swaps and Derivatives Association as Chair, Association for Financial Markets in Europe as Director, and Capital Markets Senior Practitioners of the UK Financial Services Authority and the Global Financial Markets Association as member.

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

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Notice of 2023 Annual General Meeting

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 Chair of CMC Networks, a Carlyle Group investment company based in Africa.

Rakesh was previously the Chief Executive Officer of Colt Technology Services, a Fidelity-owned company providing network, voice and data centre services globally, Non- Executive Chair of KVH, an Asian-based technology company 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 of AT&T Japan Limited and Senior Managing Director of Japan Telecom Company Limited.

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

Andrew Didham, Non-Executive Director

Andrew is currently Chair of GCP Infrastructure Investments Limited, a Director of N.M. Rothschild & Sons Limited, Chair of the N.M. Rothschild Pension Trust, and Non-Executive Director and Audit Committee Chair of Shawbrook Group plc.

Andrew was previously a 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. He was also a Non-Executive Director and Audit and Risk Committees Chair of Jardine Lloyd Thompson Group plc.

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 in 1997, he served as Group Finance Director of the worldwide Rothschild group for 16 years. From 2012 he has served as an Executive Vice Chair in the Rothschild group.

He 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.

Wu Gang held senior leadership positions at a number of leading China-based and global financial services firms including establishing and leading the London-based European investment banking group at CITIC CLSA, the international platform of CITIC Securities. Prior to this, he led M&A and General Industrials client coverage groups at ICBC International. He also held senior level positions at Royal Bank of Scotland, HSBC and Merrill Lynch in Hong Kong and London. Wu Gang started his investment banking career at Goldman Sachs.

He is a Non-Executive Director of Tritax Big Box REIT plc and Ashurst LLP, where he also chairs the Risk Committee. He was previously a Non-Executive Director of Laird plc.

He has an MBA from INSEAD, an MA from SOAS, and a BA from Fudan University.

Sally-Ann Hibberd, Non-Executive Director

Sally-Ann has an extensive 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 and has also held a number of senior executive roles at Lloyds TSB.

Sally-Ann has been a Non-Executive Director of Shawbrook Group plc, Equiniti Group plc and The Co-operative Bank plc, serving as Chair or a member for several committees including Risk, Audit, Nomination and Remuneration.

She currently serves as Chair of Central Topco Limited (Clear Group) and Non-Executive Director of Simon Midco Limited (Lowell Group), where she chairs the Risk and Sustainability Committees.

She holds a BSc Civil Engineering from Loughborough University and an MBA from CASS Business School.

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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.

He chairs IG US Holdings Inc. which has responsibility for our North America business. He was Remuneration Committee Chair and Senior Independent Director of IGGH from 2015 to 2020.

Malcolm was Chief Executive Officer of Vanquis Banking Group plc until July 2023, having previously been its Senior Independent Director and Interim Executive Chair.

Malcolm has previously served as a Non-Executive Director and Remuneration Committee Chair of Hastings Group Holdings plc, Senior Independent Director of Pendragon plc, and Non-Executive Director and Investment Committee Chair 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 a commercial banker, industry consultant and corporate treasury professional with expertise in global financial markets, regulatory matters and strategic project management.

Susan is an Independent Director of IG US Holdings plc. which has responsibility for our North America Business. She is also Lead Director of Community Bank System and Independent Director of Tanger Factory Outlet Centers in the US and Non-Executive Director of Falcon Group. She is Audit and Risk Committee Chair at Falcon Group and Audit Committee Chair at Tanger Factory Outlet Centers.

Susan previously served as Chair, CEO and President at Deutsche Bank Trust Company Americas, Non-Executive Director and Human Resources and Corporate Governance Chair at 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 Trustee of the Village of Saltaire.

She 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. She is an experienced Non-Executive Director with particular experience regarding remuneration matters, and currently chairs RM plc.

Helen was previously the Senior Independent Director of Reach plc, a Non-Executive Director of Skipton Building Society and served on the board of Kin and Carta as Remuneration Committee Chair and Senior Independent Director. Helen was also the Chief Marketing Officer UK at Yell Group plc from 2006 to 2012 and, prior to this, Lloyds TSB's Group Marketing Director. She started her career with Mars Inc where she spent 19 years, culminating in her role as European Marketing Director leading category strategy development across Europe.

Helen is a member of the Henley Business School Strategy Board and a Governor of Wellington College.

She has a BA (Hons) Degree in Chemical Engineering from Cambridge University.

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Notice of 2023 Annual General Meeting

IG Group Holdings plc

Notice of Annual General Meeting

Notice is hereby given that the AGM of the Company will be held at the Company's registered office located at Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA, on Wednesday, 20 September 2023 at 13:00.

The business of the AGM will be to consider and, if thought fit, to pass Resolutions 1 to 22 inclusive as ordinary resolutions and Resolutions 23 to 27 inclusive as special resolutions.

Ordinary resolutions

1. To receive the Company's accounts and the Directors' Report and the Independent Auditors' Report for the year ended 31 May 2023.
2. To approve the Directors' Remuneration Report for the year ended 31 May 2023.
3. To approve the Directors' Remuneration Policy for the year ended 31 May 2023.
4. To declare a final dividend on the ordinary shares of the Company for the year ended 31 May 2023 of 31.94 pence per ordinary share.
5. To re-elect Mike McTighe as a Director of the Company.
6. To re-elect June Felix as a Director of the Company.
7. To re-elect Charlie Rozes as a Director of the Company.
8. To re-elect Jon Noble as a Director of the Company.
9. To re-elect Jonathan Moulds as a Director of the Company.
10. To re-elect Rakesh Bhasin as a Director of the Company.
11. To re-elect Andrew Didham as a Director of the Company.
12. To re-elect Wu Gang as a Director of the Company.
13. To re-electSally-Ann Hibberd as a Director of the Company.
14. To re-elect Malcolm Le May as a Director of the Company.
15. To re-elect Susan Skerritt as a Director of the Company.
16. To re-elect Helen Stevenson as a Director of the Company.

1. To re-appoint PricewaterhouseCoopers LLP as the Auditor of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid.
2. To authorise the Audit Committee of the Board to determine the Auditor's remuneration.
3. That the rules of the IG Group Long Term Incentive Plan 2023 (the "LTIP") in the form produced to the Meeting and initialled by the Chair of the Meeting for the purposes of identification, the principal terms of which are summarised in Appendix 1, be and are hereby approved and the Directors be and are generally authorised to adopt the LTIP and to do all acts and things that they consider necessary or expedient to give effect to the LTIP and that the Directors be and are hereby authorised to adopt further plans based on the LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the LTIP.
4. That the rules of the IG Group 2023 Sustained Performance Plan (the "SPP") in the form produced to the Meeting and initialled by the Chair of the Meeting for the purposes of identification, the principal terms of which are summarised in Appendix 2, be and are hereby approved and the Directors be and are generally authorised to adopt the SPP and to do all acts and things that they consider necessary or expedient to give effect to the SPP and that the Directors be and are hereby authorised to adopt further plans based on the SPP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the SPP.
5. That the rules of the IG Group 2023 Global Share Purchase Plan ("GSPP") in the form produced to the Meeting and initialled by the Chair of the Meeting for the purposes of identification, the principal terms of which are summarised in Appendix 3, be and are hereby approved and the Directors be and are generally authorised to adopt the GSPP and to do all acts and things that they consider necessary or expedient to give effect to the GSPP and that the Directors be and are hereby authorised to adopt further plans based on the GSPP, but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the GSPP.

10 IG GROUP Holdings plc  NOTICE OF MEETING 2023

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09/08/2023 21:49