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 authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your ordinary 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.
Moneysupermarket.com Group PLC
Registered in England & Wales No. 6160943
Moneysupermarket House
St David's Park
Ewloe
Chester CH5 3UZ
25 February 2009
To the holders of ordinary shares in Moneysupermarket.com Group PLC ('Company') Notice of Annual General Meeting
Dear Shareholder,
I am pleased to be writing to you with the details of the second Annual General Meeting ('AGM') of the Company which will be held at 11.00am on Thursday 16 April 2009 at De Vere Carden Park Hotel, near Chester, Cheshire, CH3 9DQ. The Notice of AGM is set out on pages 5 to 9 of this document.
The purpose of this letter is to explain certain elements of the business to be considered at the AGM.
Resolutions 1 to 9 inclusive and 12 will be proposed as ordinary resolutions. Resolutions 10, 11 and 13 will be proposed as special resolutions. The proposed ordinary resolutions will be passed if more than 50% of the votes cast are in favour and the proposed special resolutions will be passed if at least 75% of the votes cast are in favour.
To receive the Annual Report and Accounts (Resolution 1)
The Chairman will present the accounts and the reports of the Directors and auditors for the year ended 31 December 2008 to the AGM.
Directors' Remuneration Report (Resolution 2)
It is mandatory for all listed companies to put the Directors' Remuneration Report to an advisory shareholder vote. The Directors' Remuneration Report is set out on pages 48 to 52 of the Company's Annual Report and Accounts for the year ended 31 December 2008. As the vote to approve the Directors' Remuneration Report is advisory it does not affect the actual remuneration paid to any individual Director.
Final dividend (Resolution 3)
A final dividend of 2.2 pence per ordinary share for the year ended 31 December 2008 is recommended for payment by the Directors.
If shareholders approve the recommended final dividend, it will be paid on 1 May 2009 to all ordinary shareholders who are on the register of members at 6.00pm on 27 March 2009.
Re-election of Directors (Resolutions 4, 5 and 6)
Resolutions 4, 5 and 6 deal with the re-election of Peter Plumb, Graham Donoghue and David Osborne as Directors. The Articles of Association of the Company require that all Directors appointed by the Board shall retire at the next Annual General Meeting of the Company following their appointment and shall then be eligible for re-election.
Peter Plumb was appointed a Director by the Board on 1 January 2009. Each of Graham Donoghue and David Osborne was appointed a Director by the Board on 23 February 2009. Each of the Directors offers himself for re-election.
Biographies of each of the Directors seeking re-election are included in the Appendix to this document.
The Board is satisfied that the Directors standing for re-election are qualified for re-election by virtue of their skills, experience and contribution to the Board.
Re-appointment of auditors and auditors' remuneration (Resolutions 7 and 8)
Resolution 7 proposes the re-appointment of KPMG Audit Plc as the Company's auditors to hold office until the end of the next Annual General Meeting of the Company and Resolution 8 authorises the Directors to determine their remuneration.
Directors' authority to allot shares (Resolution 9)
Resolution 9 deals with the Directors' authority to allot shares. In December 2008, the Association of British Insurers ('ABI') revised its guidelines
on directors' authority to allot shares (in line with the recommendations of the report issued in November 2008 by the Rights Issue Review Group). The ABI's
guidelines previously stated that the Directors' general authority to allot shares should be limited to an amount equal to 33.3% of the issued share capital of the
Company. The new guidelines state that ABI members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to 66.6% of the
issued share capital of the Company. The guidelines provide that the extra routine authority (that is the authority to allot shares representing the additional 33.3% of
the issued share capital of the Company) can only be used to allot shares pursuant to a fully pre-emptive rights issue.
In light of these revised 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 £67,246 representing the new guideline limit of 66.6% of the issued ordinary share capital of the Company as at 25 February 2009 (being the latest
practicable date prior to the publication of this document). Of this amount, shares up to a maximum nominal amount of £33,623 (representing 33.3% of the issued
ordinary share capital of the Company) can only be allotted pursuant to a rights issue. This authority will expire at the conclusion of the next Annual General Meeting
of the Company. This authority is in substitution for all existing authorities, to the extent unused. The Directors have no present intention of exercising this authoriy.
As at 25 February 2009 (being the latest practicable date prior to the publication of this document), the Company had 504,856,062 ordinary shares of 0.02p each in
issue and the Company's authorised ordinary share capital was 1,154,705,882 ordinary shares of 0.02p each. As at 25 February 2009 (being the latest practicable
date prior to the publication of this document), the Company does not hold any ordinary shares in the capital of the Company in treasury.
Disapplication of statutory pre-emption rights (Resolution 10)
Resolution 10 gives the Directors authority to allot shares in the capital of the Company pursuant to the authority granted under Resolution 9 above for cash without complying with the pre-emption rights in the Companies Act 1985 in certain circumstances. In the light of the new ABI guidelines described in relation to Resolution 9 above, this authority will permit the Directors to allot:
(i) shares up to a maximum nominal amount of £67,246 (representing 66.6% of the issued ordinary share capital of the Company) on an offer to existing shareholders on a pre-emptive basis. However unless the shares are allotted pursuant to a rights issue (rather than an open offer), the Directors may only allot shares up to a nominal amount of £33,623 (representing 33.3% of the issued ordinary share
capital of the Company) (in each case subject to adjustments for fractional entitlements, overseas shareholders and certain other matters stated in the Resolution); and
(ii) shares up to a maximum nominal amount of £5,048, representing 5% of the issued ordinary share capital of the Company as at
25 February 2009 (being the latest practicable date prior to the publication of this document) otherwise than in connection with an offer to existing shareholders.
This authority is in substitution for all existing authorities, to the extent unused. The Directors have no present intention of exercising this authority.
Authority to purchase own ordinary shares (Resolution 11)
Resolution 11 gives the Company authority to purchase its own ordinary shares in the market. The authority limits the number of ordinary shares that could be purchased to a maximum of 50,485,606 ordinary shares in the capital of the Company, representing 10% of the issued ordinary share capital of the Company as at 25 February 2009 (being the latest practicable date prior to the publication of this document). The maximum and minimum prices for purchase of the Company's issued ordinary share capital are stated in the Resolution. This authority will expire at the conclusion of the next Annual General Meeting of the Company. This authority is in substitution for all existing authorities, to the extent unused.
The Directors have no present intention of exercising the authority to purchase the Company's ordinary shares but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities.
The Directors believe that it is advantageous for the Company to have this flexibility to make market purchases of its ordinary shares.
The authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally. Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange.
In the event that ordinary shares are purchased, they will either be cancelled (and the number of shares in issue would be reduced
accordingly) or retained as treasury shares. No dividends would be paid on ordinary shares whilst held in treasury and no voting rights
would attach to treasury shares. Treasury shares may subsequently be cancelled or sold for cash. It is the Company's current intention to hold any ordinary shares purchased pursuant to the authority granted in this Resolution as treasury shares. This would give the Company the ability to re-issue ordinary shares quickly and cost effectively from treasury and would provide the Company with additional flexibility in the management of its share capital. However, in order to respond properly to the Company's capital requirements and prevailing market conditions, the Directors will need to reassess at the time of any and each actual purchase whether to hold the shares in treasury or
cancel them, provided it is permitted to do so.
As at 25 February 2009 (being the latest practicable date prior to the publication of this document), there were warrants and options over 4,531,964 ordinary shares
in the capital of the Company representing 0.90% of the Company's issued ordinary share capital. If the authority to purchase the Company's ordinary shares was
exercised in full at that date and the shares so purchased had been cancelled, these warrants and options would represent 1.00% of the Company's issued
ordinary share capital.
Political donations (Resolution 12)
Resolution 12 deals with political donations. Under the Companies Act 2006 ('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 these terms.
Therefore, notwithstanding that it is the policy of the Company not to make political donations or incur political expenditure and the
Company has no present intention of making any political donation or incurring any political expenditure in respect of any political party,
political organisation or independent election candidate, the authority granted by this Resolution 12 will allow the Company to continue to
support the community and put forward its views to wider business and Government interests without running the risk of being in breach
of the law. As permitted under the 2006 Act, Resolution 12 covers any political donations made, or political expenditure incurred, by any
subsidiaries of the Company.
Length of notice of meeting (Resolution 13)
Resolution 13 is a resolution to allow the Company to hold general meetings (other than annual general meetings) on 14 days' notice.
At last year's Annual General Meeting, new Articles of Association were adopted which included a provision allowing general meetings
of the Company to be called on the minimum notice period provided for in the 2006 Act. For general meetings other than annual general
meetings the minimum notice period permitted by the 2006 Act is currently 14 days. The 2006 Act provisions relating to meetings are due
to be amended with effect from August 2009, as a result of the UK implementation of the EU Shareholder Rights Directive ('Directive').
One of the amendments to be made will, in accordance with the Directive, increase the minimum notice period for listed company general
meetings to 21 days, but with an ability for companies to reduce this period back to 14 days (other than for annual general meetings)
provided that two conditions are met. The first condition is that the Company offers facilities for shareholders to vote by electronic means.
It is not yet clear what this will require and the details will be set out in the final regulations when published. The second condition is that
there is an annual resolution of shareholders approving the reduction in the minimum notice period from 21 days to 14 days. The Board is
therefore proposing Resolution 13 as a special resolution to approve 14 days as the minimum period of notice for all general meetings of
the Company other than annual general meetings. The approval will be effective until the next Annual General Meeting of the Company,
when it is intended that the approval be renewed. The Company will also need to meet the requirements for electronic voting under the
Directive before it can call a general meeting on 14 days' notice.
Action to be taken
Depending on how you hold your ordinary shares in the Company, you will receive either a Form of Proxy (in the case of ordinary
shareholders), a Form of Instruction (in the case of holders of ordinary shares via the Moneysupermarket.com Share Account) or a
Proxy Voting Direction Form (in the case of holders of ordinary shares via the Moneysupermarket.com Group PLC Share Incentive Plan) for use in relation to
the AGM.
Ordinary shareholders on the register of members of the Company
If you are an ordinary shareholder on the register of members of the Company, you are requested to complete, sign, date and return the Form of Proxy in
accordance with its instructions whether or not you intend to be present at the AGM as soon as possible and, in any event, so as to be received by
the Company's registrar by no later than 11.00am on 14 April 2009. The completion and return of the Form of Proxy will not preclude you from attending,
speaking and voting in person at the AGM should you decide to do so.
If you prefer, you may submit your proxy appointment electronically via the internet at www.moneysupermarket-shares.com where details of the procedure are given or, if you are a CREST member, through the CREST system by completing and transmitting a CREST Proxy Instruction as described in the notes following the Notice of AGM.
Holders of ordinary shares via the Moneysupermarket.com Share Account
If you hold ordinary shares in the Company via the Moneysupermarket.com Share Account, you are requested to complete, sign,
date and return the Form of Instruction in accordance with its instructions as soon as possible and, in any event, so as to be
received by Capita IRG Trustees (Nominees) Limited, care of the Company's registrar, by no later than 11.00am on 13 April 2009.
The completion and return of the Form of Instruction will not preclude you from attending as a guest and speaking in person at the
AGM should you decide to do so. If you wish to attend, speak and vote in person at the AGM in respect of the ordinary shares you
hold via the Moneysupermarket.com Share Account, when completing the Form of Instruction, you should instruct Capita IRG Trustees (Nominees) Limited to appoint you as its proxy in respect of those shares.
If you prefer, you may submit your instruction electronically via the internet at www.moneysupermarket-shares.com where details of the procedure are given.
Holders of ordinary shares via the Moneysupermarket.com Group PLC Share Incentive Plan
If you hold ordinary shares in the Company via the Moneysupermarket.com Group PLC Share Incentive Plan, you are requested to
complete, sign, date and return the Proxy Voting Direction Form in accordance with its instructions as soon as possible, and in any event, so as to be received by Capita IRG Trustees Limited, care of the Company's registrar, by no later than 11.00am on 13 April 2009.
Recommendation
The Board considers the proposed 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 to be proposed at the AGM as they intend to do in respect of their own beneficial holdings.
Yours faithfully,
Gerald Corbett
Chairman
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the second Annual General Meeting of Moneysupermarket.com Group PLC ('Company') will be held at
De Vere Carden Park Hotel, near Chester, Cheshire, CH3 9DQ on Thursday 16 April 2009 at 11.00am to consider and if thought fit, to pass Resolutions 1 to 9 inclusive and Resolution 12 as ordinary resolutions and Resolutions 10, 11 and 13 as special resolutions:
Ordinary Business
1. To receive the accounts and the reports of the Directors and auditors for the year ended 31 December 2008.
2. To receive and approve the Directors' Remuneration Report for the year ended 31 December 2008.
3. To declare a final dividend of 2.2 pence per ordinary share for the year ended 31 December 2008.
4. To re-elect Peter Plumb as a Director.
5. To re-elect Graham Donoghue as a Director.
6. To re-elect David Osborne as a Director.
7. To re-appoint KPMG Audit Plc as auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company.
8. To authorise the Directors to determine the remuneration of the Company's auditors.
Special Business
9. THAT the Directors be and they are hereby generally and unconditionally authorised in accordance with section 80 of the Companies Act
1985 to exercise all the powers of the Company to allot:
(i) relevant securities (within the meaning of section 80(2) of that Act) up to an aggregate nominal amount of £33,623; and
(ii) relevant securities comprising equity securities (within the meaning of section 94 of that Act) up to a further aggregate nominal
amount of £33,623 provided that they are offered by way of a rights issue to holders of ordinary shares on the register of members
at such record date 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 date, 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 conclusion of the next Annual General Meeting of the Company, save that the Company shall
be entitled to make offers or agreements before the expiry of such authority which would or might require relevant securities to be allotted
after such expiry and the Directors shall be entitled to allot relevant securities pursuant to any such offer or agreement as if this authority
had not expired; and all unexercised authorities previously granted to the Directors to allot relevant securities be and are hereby revoked.
10. THAT the Directors be and they are hereby empowered pursuant to section 95 of the Companies Act 1985 to allot equity securities (within the meaning of section 94 of that Act) for cash pursuant to the authority conferred by Resolution 9 above or by way of a sale of treasury shares as if section 89(1) of that Act did not apply to any such allotment provided that this power shall be limited to:
(i) the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (ii)
of Resolution 9 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record date
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 date, 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
(ii) the allotment (otherwise than pursuant to sub-paragraph (i) of this Resolution) to any person or persons of equity securities up to an
aggregate nominal amount of £5,048,
and shall expire upon the expiry of the general authority conferred by Resolution 9 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; and all unexercised authorities previously granted to the Directors to allot equity securities as if section 89(1) of that Act did not apply to any such allotment be and are hereby revoked.
11. THAT the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 163(3) of the Companies Act 1985) of ordinary shares of 0.02p each of the Company on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:
(i) the maximum number of ordinary shares hereby authorised to be acquired is 50,485,606, representing 10% of the issued ordinary share capital of the Company as at 25 February 2009;
(ii) the minimum price (excluding expenses) which may be paid for any such share is 0.02p;
(iii) the maximum price (excluding expenses) which may be paid for any such 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
amount stipulated by Article 5(1) of the EU Buy-back and Stabilisation Regulation (being 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 by the Company pursuant to the authority conferred by this Resolution will be carried out);
(iv) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company unless previously renewed, varied or revoked by the Company in general meeting; and
(v) 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.
12. 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 be generally and unconditionally authorised to:
(i) make political donations to political parties or independent election candidates not exceeding £50,000 in total;
(ii) make political donations to political organisations other than political parties not exceeding £50,000 in total; and
(iii) incur political expenditure not exceeding £50,000 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 conclusion of the next Annual General Meeting of the Company provided that the authorised sum referred to in paragraphs (i), (ii) and (iii) of this Resolution, may be comprised of one or more amounts in different currencies which, for the purposes of calculating the 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 on which the Company enters into any contract or undertaking in relation to the same provided that, in any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this Resolution shall not
exceed £150,000.
13. THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
Resolutions 1 to 9 inclusive and Resolution 12 will be proposed as ordinary resolutions. Resolutions 10, 11 and 13 will be proposed as special resolutions.
By Order of the Board
Darren Drabble
Company Secretary
Moneysupermarket.com Group PLC
25 February 2009
Registered office:
Moneysupermarket House
St David's Park
Ewloe
Chester CH5 3UZ
(Registered in England & Wales No. 6160943)
Notes
1. A shareholder entitled to attend, speak and vote at the meeting may appoint another person(s) (who need not be a shareholder of the Company) to exercise all or any of his rights to attend, speak and vote at the meeting. A shareholder 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 that shareholder. This does not apply to Nominated Persons.
2. A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. Your proxy could be the Chairman, another Director of the Company or another person who has agreed to attend to represent you. Your proxy will vote as you instruct and must attend the meeting for your vote to be counted. Details of how to appoint the Chairman or another person as your proxy using the Form of Proxy are set out in the notes to the Form of Proxy. Appointing a proxy does not preclude you from attending, speaking and voting in person at the meeting. If you attend the meeting in person, your proxy appointment will automatically be terminated.
3. If you hold your ordinary shares in the Company via the Moneysupermarket.com Share Account you may attend as a guest and speak in person at the meeting. If you wish to attend, speak and vote in person at the meeting in respect of the ordinary shares you hold via the Moneysupermarket.com Share Account, you should instruct Capita IRG Trustees (Nominees) Limited to appoint you as its proxy in respect of those shares.
4. A copy of this notice has been sent for information only to persons who have been nominated by a shareholder to enjoy information rights under section 146 of the Companies Act 2006 (a 'Nominated Person'). The right to appoint a proxy can not be exercised by a Nominated Person: they can only be exercised by the shareholder. However, a Nominated Person may have a right under an agreement between him and the shareholder by whom he was nominated to be appointed as a proxy for the meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an
agreement to give instructions to the shareholder as to the exercise of voting rights.
If you are such a Nominated Person, it is important to remember that your main contact in terms of your investment remains the registered shareholder or custodian or broker, who administers the investment on your behalf. Therefore, any changes or queries relating to your
personal details and holding (including any administration thereof) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee dealing with matters that are directed to it in error. The only exception to this is where the Company, in exercising one of its powers under the Companies Act 2006, writes to you directly for a response.
5. If you are an ordinary shareholder on the register of members of the Company, a proxy appointment must be returned (together with
any authority under which it is signed or a copy of the authority certified notarially) by one of the following methods in order to be valid:
• by completing and returning the hard copy Form of Proxy by post; or
• by completing it electronically via the internet at www.moneysupermarket-shares.com where details of the procedure are
given - you will need to identify yourself with your unique Investor Code; or
• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures
set out below,
and in each case must be received by the Company's registrar by no later than 11.00am on 14 April 2009 or by no later than 48 hours prior to the time of any adjourned meeting.
6. If you are an ordinary shareholder on the register of members of the Company, to change your proxy instructions you may return 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 your proxy instructions using another hard copy Form of Proxy, please contact the Company's registrar, Capita
Registrars, on 0871 200 1536*. The deadline for receipt of proxy appointments (see Note 5 above) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate proxy appointments 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.
7. If you hold ordinary shares via the Moneysupermarket.com Share Account, an instruction must be returned (together with any authority under which it is signed or a copy of the authority certified notarially) by one of the following methods in order to be valid:
• by completing and returning the hard copy Form of Instruction by post; or
• by completing it electronically via the internet at www.moneysupermarket-shares.com where details of the procedure are given - you will need to identify yourself with your unique Investor Code,
and in each case must be received by Capita IRG Trustees (Nominees) Limited, care of the Company's registrar, by no later than
11.00am on 13 April 2009 or by no later than 72 hours prior to the time of any adjourned meeting.
8. If you hold ordinary shares via the Moneysupermarket.com Share Account, to change your instructions you may return a new
instruction using the methods set out in Note 7 above. Where you have submitted your instructions using the hard copy Form of
Instruction and would like to change your instructions using another hard copy Form of Instruction, please contact the Company's
registrar, Capita Registrars, on 0871 200 1536*. The deadline for receipt of instructions (see Note 7 above) also applies in relation to
amended instructions. Any attempt to terminate or amend an instruction received after the relevant deadline will be disregarded.
Where two or more valid separate instructions are received in respect of the same ordinary share held via the Moneysupermarket.com
Share Account in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others.
9. If you hold ordinary shares via the Moneysupermarket.com Group PLC Share Incentive Plan, a voting direction must be returned (together with an authority under which it is signed or a copy of the authority certified notarially) by completing and returning the hard copy Proxy Voting Direction Form by post. The hard copy Proxy Voting Direction Form must be received by Capita IRG Trustees Limited, care of the Company's registrar, by no later than 11.00am on 13 April 2009 or by no later than 72 hours prior to the time of any adjourned
meeting.
10. If you hold ordinary shares via the Moneysupermarket.com Group PLC Share Incentive Plan, to change your voting direction you may return a new hard copy Proxy Voting Direction Form using the method set out in Note 9 above. Where you would like to change your voting direction, please contact the Company's registrar, Capita Registrars, on 0871 200 1536*. The deadline for receipt of voting directions (see Note 9 above) also applies in relation to amended directions. Any attempt to terminate or amend a voting direction received after the relevant deadline will be disregarded. Where two or more valid separate Proxy Voting Direction Forms are received in respect of the same ordinary share held via the Moneysupermarket.com Group PLC Share Incentive Plan in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others.
11. Only persons entered on the register of members of the Company at 6.00pm on 14 April 2009 (or, if the meeting is adjourned, at 6.00pm on the date which is two days prior to the adjourned meeting) shall be entitled to attend, speak and vote at the meeting or adjourned meeting. Changes to entries on the register after this time shall be disregarded in determining the rights of persons to attend or vote (and the number of votes they may cast) at the meeting or adjourned meeting.
12. 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. 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 RA10) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. 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.
13. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make
available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
14. Please note that the Company takes 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 or instruction, found to contain a computer virus will not be accepted.
15. You may not use any electronic address provided in this document to communicate with the Company for any purposes other than those expressly stated.
16. As at 25 February 2009 (being the latest practicable date prior to the publication of this document), the Company's issued share
capital consists of 504,856,062 ordinary shares of 0.02p each, carrying one vote each. The Company does not hold any ordinary shares in treasury. Therefore the total voting rights in the Company at such date are 504,856,062.
17. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that
(i) if a corporate shareholder has appointed the Chairman of the meeting as its corporate representative with instructions to vote on
a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll
those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate
representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder
attends the meeting but the corporate shareholder has not appointed the Chairman of the meeting as its corporate representative,
a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and
the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are
referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives
(www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of representation letter if the Chairman is
being appointed as described in (i) above.
18. Copies of the following documents are available for inspection at the registered office of the Company during normal business hours (Saturdays, Sundays and public holidays excepted) and will be available at the place of the meeting from 10.45am on the day of the
meeting until its conclusion.
• copies of the Executive Directors' service agreements and the Non-Executive Directors' letters of appointment; and
• biographical details of the Directors being re-elected.
19. The first and second items of business at the meeting relate to the Annual Report and Accounts of the Company for the year ended 31 December 2008 ('2008 Annual Report') and the Directors' Remuneration Report contained in the 2008 Annual Report. Shareholders who have not elected to receive a printed copy of the 2008 Annual Report may obtain copies by writing to the Company Secretary,
Moneysupermarket.com Group PLC, Moneysupermarket House, St David's Park, Ewloe, Chester, CH5 3UZ. Shareholders who wish to receive a printed copy of the Annual Report and Accounts (free of charge) in future years should write to the Company's registrar,
Capita Registrars, Shareholder Administration Services, 34 Beckenham Road, Beckenham, Kent, BR3 9ZA.
20. Please indicate with an 'X' in the boxes provided on the Form of Proxy, Form of Instruction or Proxy Voting Direction Form how you
wish your proxy to vote on the Resolutions. The 'Withheld' option on the Form(s) is provided to enable you to abstain on any particular
Resolution. However a vote 'Withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and
'Against' a Resolution.
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Appendix
Directors' biographies
Peter Plumb Age 45
Chief Executive officer
Peter joined the Group in 2008 as Managing Director, Financial Services and was appointed an Executive Director on 1 January 2009. Peter became Chief Executive Officer of the Group on 25 February 2009. Prior to joining the Group, Peter was the UK managing director of dunnhumby Limited between 2006 and 2008 and was previously general manager of Europe Disney Consumer Products, international director of Dyson
Appliances Limited and held commercial
roles at PepsiCo International.
Graham Donoghue Age 35
Managing Director Travel
Graham joined the Group in 2008 as Managing Director, Travel and was appointed an Exceutive Director on 23 February 2009. Prior to joining the Group, Graham was new
media director of TUI Travel Plc between 2006 and 2008.
David Osbourne Age 42
Marketing Director
David was appointed an Executive Director on 23 February 2009. Between 2005 and 2009, David was UK regional general manager at easyJet. He was previously head of
advertising and e-business at Orange and head of brand marketing at Amazon.co.uk.
This information is provided by RNS
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