TO BE HELD ON May 9, 2018

A member meeting of The Institute of Internal Auditors, Inc. (“The IIA”) has been duly called by the Board of Directors to be held at JW Marriott Marquis Hotel, Sheikh Zayed Road, Business Bay - Dubai - United Arab Emirates, on the 9th day of May 2018 at 2:00 p.m., for the purpose of conducting annual business and amending The IIA’s bylaws to restructure The IIA’s global governance [specific changes to the bylaws are included with this notice].

Enclosed with this notice for voting members is a proxy which should be returned whether or not you intend to attend the meeting and vote in person. The proxy will be voted in accordance with the directions of the voting member giving it, and, if no direction is given, will be voted FOR the proposal. To vote by proxy, you should complete the proxy by marking your choice, date it, sign and print your name, and return to the attention of Bonnie Ulmer no later than 11:59 p.m. EST on April 30, 2018. You may, even if you have executed a proxy, attending the meeting, revoke the proxy and vote in person.

Dated March 26, 2018.

May 9, 2018

The undersigned member of The Institute of Internal Auditors, Inc. (“The IIA”), hereby acknowledges receipt of the Notice of Member Meeting of The IIA to be held on May 9, 2018; and appoints Naohiro Mouri (primary proxy) and Richard Chambers (secondary proxy, if primary is not available), with full power to act individually as my proxy to vote on my behalf at the meeting of members of The IIA to be held on May 9th, 2018, and at any adjournment or adjournments thereof, as fully as I could do if personally present at said meeting.

To approve the changes to The IIA’s bylaws.

NOTE: If the proxy is not otherwise marked with respect to the proposal, it will be voted FOR the proposal.

By adding your IIA Member ID and clicking submit, you hereby electronically sign this proxy document.

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