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To The Shareholders Of Markit Ltd

The following excerpt is from the company's SEC filing.

Enclosed is a Notice of the Annual General Meeting of Shareholders of Markit Ltd. (Markit or the Company) and related materials. The Annual General Meeting will be held at Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London, EC2V 7HR on May 5

At the Meeting, the shareholders of the Company will consider and vote upon proposals:

To elect a total of three Class II directors to serve until the 2019 Annual General Meeting of Shareholders or until their respective offices shall otherwise be vacated pursuant to the Companys bye-laws (Proposal One); and

To approve the appointment of PricewaterhouseCoopers LLP as the Companys independent auditors until the close of the next Annual General Meeting of Shareholders and to authorise the Companys Board of Directors, acting by the Audit and Risk Committee, to determine the remuneration of the independent auditors (Proposal Two).

Under Proposal One, where persons are validly proposed for re-election or election as a Class II director, the persons receiving the most votes cast at the Meeting, either in person or by proxy (up to the number of Class II directors to be elected) shall be elected as Class II directors, and an absolute majority of the votes cast shall not be a prerequisite to the election of such Class II directors. Adoption of Proposal Two requires the affirmative vote of a majority of the votes cast at the Meeting, either in person or by proxy. We urge you to vote in favour of the Proposals. At the Meeting, the Companys audited consolidated financial statements for the year ended December 31

2015 and the auditors report thereon will be laid before the shareholders.

You are cordially invited to attend the Meeting in person. You will need proof of ownership of shares in the Company to be admitted to the Meeting. If your shares are held in the name of your broker, bank, or other nominee and you wish to attend the Meeting, you must bring an account statement or letter from the broker, bank, or other nominee indicating that you were the owner of the shares on March 10

2016. When you arrive at the Meeting you may be asked to present a form of personal photo identification, such as a drivers license. If you are a shareholder of record, meaning your shares are held in your name, and you attend the Meeting, you may revoke your proxy and vote your shares in person.

The Companys 2015 Annual Report is available on the Companys website at www.markit.com. Any shareholder may receive a hard copy of the Companys 2015 Annual Report free of charge upon written request to the Company Secretary at c/o Markit Legal Department, 4th Floor, Ropemaker Place, 25 Ropemaker Street, London, EC2Y 9LY, United Kingdom.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, IF YOU HAVE ELECTED TO RECEIVE YOUR PROXY MATERIALS BY MAIL, PLEASE DATE, SIGN AND RETURN THE PROXY CARD. IF YOU RECEIVED YOUR PROXY MATERIALS OVER THE INTERNET, PLEASE VOTE BY INTERNET OR BY TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS THAT YOU WILL RECEIVE IN THE MAIL. IF YOU DECIDE TO ATTEND THE MEETING IN PERSON, YOU WILL BE ABLE TO REVOKE YOUR PROXY AND VOTE IN PERSON.

ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED BY MANAGEMENT IN FAVOR OF ALL PROPOSALS PRESENTED IN THE PROXY STATEMENT.

Very truly yours,

Lance Uggla

Chairman and Chief Executive Officer

MARKIT LTD.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 5

2016

NOTICE IS HEREBY given that the Annual General Meeting of Shareholders (the Meeting) of Markit Ltd. (the Company) will be held on May 5

2016 at 9:00 a.m. London time at Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London, EC2V 7HR, for the following purposes, of which items 1 and 2 are more completely set forth in the accompanying proxy statement:

To elect a total of three Class II directors to serve until the 2019 Annual General Meeting of Shareholders or until their respective offices shall otherwise be vacated pursuant to the Companys bye-laws;

To approve the appointment of PricewaterhouseCoopers LLP as the Companys independent auditors until the close of the next Annual General Meeting of Shareholders and to authorise the Companys Board of Directors, acting by the Audit and Risk Committee, to determine the remuneration of the independent auditors; and

To transact other such business as may properly come before the Meeting or any adjournment thereof.

The Companys audited consolidated financial statements for the year ended December 31

2015 together with the auditors report thereon will be presented at the Meeting. Markits Board of Directors has fixed the close of business on March 10

2016 as the record date for the determination of the shareholders entitled to receive notice and to vote at the Meeting or any adjournment or postponement thereof.

All shareholders will need proof of ownership of shares in the Company, and may be asked to present a form of personal photo identification, in order to be admitted to the Meeting. In addition, if your shares are held in the name of your broker, bank, or other nominee and you wish to attend the Meeting, you must bring an account statement or letter from the broker, bank, or other nominee indicating that you were the owner of the shares on March 10

By Order Of The Board Of Directors,

Jeffrey Gooch

Chief Financial Officer and Secretary

March 25

London, England

PROXY STATEMENT FOR

TO BE HELD ON MAY 5

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed proxy is solicited on behalf of the board of directors (the Board or the Directors) of Markit Ltd., a Bermuda company (the Company), for use at the Companys Annual General Meeting of Shareholders to be held at Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London, EC2V 7HR, on May 5

2016 at 9:00 a.m. London time, or at any adjournment or postponement thereof (the Meeting), for the purposes set forth herein and in the accompanying Notice of Annual General Meeting of Shareholders.

VOTING RIGHTS AND OUTSTANDING SHARES

On March 10

2016 (the Record Date), the Company had issued and outstanding 204,432,107 common shares, par value $0.01 per share (the Common Shares), including 25,219,470 issued and outstanding Common Shares held by the Markit Group Holdings Limited Employee Benefit Trust (the EBT). The trustee of the EBT may not vote any Common Shares held by the EBT unless the Company directs otherwise. Each shareholder of record at the close of business on the Record Date is entitled to one vote for each Common Share then held. Two or more persons present at the start of the Meeting and representing in person or by proxy in excess of 50% of the total issued shares in the Company entitled to vote at the Meeting (including the Common Shares held by the EBT) shall form a quorum for the transaction of business at the Meeting. The Common Shares represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by the Company prior to the close of voting at the Meeting or any adjournment or postponement thereof. Any proxies returned without instructions will be voted

the proposals set forth on the Notice of Annual General Meeting of Shareholders.

The Common Shares are listed on the NASDAQ Global Select Market (NASDAQ) under the symbol MRKT.

REVOCABILITY OF PROXIES

A shareholder giving a proxy may revoke it at any time before it is exercised. A proxy may be revoked by (i) filing with the Secretary of the Company prior to the Meeting a written notice of revocation by mail to Markit Ltd., Attention: Company Secretary, c/o Markit Legal Department, 4th Floor, Ropemaker Place, 25 Ropemaker Street, London, EC2Y 9LY, United Kingdom, (ii) submitting a duly executed proxy bearing a later date that the Company receives prior to the conclusion of voting at the Meeting, (iii) attending the Meeting and voting in person or (iv) logging on to www.proxyvote.com in the same manner you would to submit your proxy electronically or calling 1-800-690-6903, and in either case following the instructions to revoke or change your voting instructions.

PROPOSED MERGER WITH IHS

On March 21, 2016, the Company publicly announced the signing of a definitive agreement under which Markit and IHS, Inc. (IHS) would combine in an all-share merger. The combination will be a merger of equals, and the Company will be renamed IHS Markit and headquartered in London. Mr. Jerre Stead, IHS Chairman and Chief Executive Officer, will assume the role of Chairman of the Board of Directors and Chief Executive Officer of IHS Markit. Mr. Lance Uggla will be President and a member of the Board of Directors. The transaction is expected to close in the second half of 2016, subject to customary closing conditions, including regulatory approvals and approval by both IHS and Markit shareholders. The Board of Directors of the combined company will be comprised of 11 members, with IHS designating six members (including the chairman) and the Company designating five members (including the lead director) from their current boards. For further information regarding the proposed merger, we direct your attention to the Current Report on Form 6-K that Markit furnished with the U.S. Securities and Exchange Commission (the SEC) on March 21, 2016, which is hereby incorporated by reference herein. This Current Report is available to the public from the SECs website at

. You may also obtain a copy of this Current Report without charge upon written request to the Company Secretary at c/o Markit Legal Department, Markit Ltd., 4th Floor, Ropemaker Place, 25 Ropemaker Street, London, England EC2Y 9LY.

PROPOSAL ONE

ELECTION OF DIRECTORS

The Board has nominated Timothy Frost, James A. Rosenthal and Anne Walker for election as Class II directors. Set forth below is information concerning the Board composition, each Director nominee, each of the Companys current Directors and certain other information regarding the Companys corporate governance practices.

Unless the proxy is marked to indicate that such authorization is expressly withheld, the persons named in the enclosed proxy intend to vote the shares authorized thereby FOR the election of the three nominees. It is expected that each of these nominees will be able to serve, but if before the election it develops that any of the nominees are unavailable, then (i) the persons named in the accompanying proxy will vote for the election of such substitute...


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