Remuneration Report

The Directors submit their Remuneration Report for the year ended 31 March 2010. The information given here which is indicated as such, is audited.

Contents

• Remuneration Committee membership and terms of reference
• Statement of Remuneration Principles
• Overview of employee remuneration and policy
  • Base salary, benefits, performance bonus
  • Management Committee remuneration
  • Deferred incentive plans for senior employees
  • All employee share plans
  • Assisted purchase plan
• Executive directors' remuneration
  • Policy
  • Changes introduced this year
  • Service contracts
  • Base salary
  • Pension and benefit provision
  • Annual performance bonus and deferral
  • Long-term share-based incentive plans
  • Executive directors' remuneration summary
  • Share ownership requirements
• Non-executive directors' fees and terms of appointment
• Performance graph
• Audited section of remuneration report

Summary

The Remuneration Report sets out the components of employee remuneration and policy, the Company's arrangements for remuneration of executive and non-executive directors, including share awards, service contracts and disclosable interests in the issued share capital of Man Group plc in respect of the year ended 31 March 2010 (the Year). The report will be put to an advisory vote of the Company's shareholders at the Annual General Meeting to be held on 8 July 2010. At this meeting shareholder approval will be sought for the renewal of the all employee Man Group Sharesave Scheme (SAYE) approved by Her Majesty's Revenue and Customs (HMRC).