This document comprises a registration document (the “document” or “Registration Document”) relating to Marex Spectron Group Limited (“Marex” or the “Company” and, together with its subsidiaries, the “Group”) prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority (the “FCA”) made under Section 73A of the and Markets Act 2000, as amended (the “Prospectus Regulation Rules”). This document has been approved by the FCA as competent authority under the UK version of the Prospectus Regulation (Regulation (EU) 2017/1129), which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended and supplemented (the “UK Prospectus Regulation”). The FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation; such approval should not be considered as an endorsement of the company that is the subject of this document. The directors of the Company (the “Directors”) and the proposed director of the Company (the “Proposed Director”), whose names appear in paragraph 1 of Part VII (Directors, Proposed Director, Senior Managers and Corporate Governance) of this document, and the Company accept responsibility for the information contained in this document. To the best of the knowledge of the Directors, the Proposed Director and the Company, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import. This document should be read in its entirety. See Part I (Risk Factors) for a discussion of certain risks relating to the Group.

Marex Spectron Group Limited (Incorporated and registered in England and Wales with registered number 05613060) No representation or warranty, express or implied, is made and no responsibility or liability is accepted by any person, other than the Company, the Directors and the Proposed Director, as to the accuracy, completeness, verification or sufficiency of the information contained herein, and nothing in this Registration Document may be relied upon as a promise or representation in this respect, as to the past or future. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Registration Document and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Company, the Directors or the Proposed Director. Without limitation, the contents of the websites of the Group do not form part of this Registration Document and information contained therein should not be relied upon by any person. The delivery of this Registration Document shall not, under any circumstances, create any implication that there has been no change in the business or affairs of the Group since the date of this Registration Document or that the information contained herein is correct as of any time subsequent to its date. This Registration Document may be combined with a securities note and summary to form a prospectus in accordance with the Prospectus Regulation Rules. A prospectus is required before an issuer can offer transferable securities to the public or request the admission of transferable securities to trading on a regulated market. However, this Registration Document, where not combined with the securities note and summary to form a prospectus, does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company in any jurisdiction, nor shall this Registration Document alone (or any part of it), or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to any offer or otherwise. Any securities referred to in this Registration Document have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There has been and will be no public offering of any such securities in the United States. Nothing in this document constitutes an offer to sell or issue, or the solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities in any jurisdiction and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or from the United States (including its territories or possessions, any state of the United States and the District of Columbia), Canada, Australia, Japan, South Africa or any other jurisdiction where such distribution is unlawful, subject to certain limited exceptions. The Registration Document speaks only as of the date hereof. Important notice The distribution of this Registration Document in certain jurisdictions may be restricted by law. Other than in the , no action has been taken or will be taken to permit the possession or distribution of this Registration Document in any jurisdiction where action for that purpose may be required or where doing so is restricted by law. In the United States, you may not distribute this Registration Document or make copies of it without the Company’s prior written consent other than to “qualified institutional buyers” as defined in Rule 144A under the US Securities Act. Accordingly, neither this Registration Document nor any advertisement nor any offering material may be distributed or published in any jurisdiction, other than in the United Kingdom, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Registration Document comes should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. This document is dated 14 May 2021.

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TABLE OF CONTENTS

PART I RISK FACTORS...... 3 PART II IMPORTANT INFORMATION ...... 24 PART III DIRECTORS, PROPOSED DIRECTOR, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS ...... 31 PART IV INDUSTRY OVERVIEW ...... 32 PART V BUSINESS OVERVIEW ...... 37 PART VI REGULATORY OVERVIEW ...... 63 PART VII DIRECTORS, PROPOSED DIRECTOR, SENIOR MANAGERS AND CORPORATE GOVERNANCE ...... 69 PART VIII SELECTED FINANCIAL AND OTHER INFORMATION...... 75 PART IX OPERATING AND FINANCIAL REVIEW ...... 78 PART X HISTORICAL FINANCIAL INFORMATION ...... 98 PART XI ADDITIONAL INFORMATION ...... 194 PART XII DEFINITIONS ...... 219

2 PART I

RISK FACTORS

The risks and uncertainties described below are not an exhaustive list of all the risks and uncertainties relating to the Group. Additional risks and uncertainties that are not currently known to the Group, or that the Group currently deems immaterial, may individually or cumulatively also have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

1. Risks Relating to the Macroeconomic Environment

1.1. Market factors that result in subdued market activity or pricing levels, such as low volatility in commodity prices and reductions in economic activity levels, have an adverse effect on the Group’s business. The Group generates revenue primarily from the commissions it earns and the spreads it makes from facilitating and executing client orders as part of its Commercial Hedging, Price Discovery and Market Making services. These revenue sources are substantially dependent on client trading volumes and commodity pricing levels, which are affected by a wide range of factors, many of which are beyond the Group’s control, including: • volatility and pricing levels in , currency, securities and other markets (in general, low volatility and declines in commodity pricing levels tend to decrease client trading activity and reduce the net revenues the Group earns); • client confidence and risk appetite levels; • general economic conditions and developments (in general, reductions in economic activity and growth levels tends to reduce trading activity, particularly in emerging markets); • overall levels of global and the implementation of any barriers to trading, including tariffs; • changes in demand for specific commodities, for example reductions in demand for coal, fuel oil and certain other energy commodities and increases in interest in renewables (see paragraph 2.15 “—Climate change and the transition to a lower carbon economy may lead to a decline in consumer demand and the size of the market for certain energy products” below); • climate and weather patterns which impact supply markets for certain commodities, including agricultural commodities (see paragraph 2.14 “—Factors outside the Group’s control, including pandemics, terrorist attacks or natural disasters, may adversely affect the Group” below); • legislative and regulatory changes which may generate significant uncertainty, affect market structures and client behaviour (e.g., reduced client activity) pending the outcome of or as a result of such changes (see paragraph 4.3 “—Changes in law and regulation could have direct and indirect adverse impacts on the Group, its activities and clients and market dynamics and structure” below); • changes in market dynamics or structure as a result of rapid change in the method of broking in one or more products (e.g., a transition from telephone or voice trading to screen or electronic trading); • actions of competitors, including with respect to pricing competition for overlapping products and markets and their potential entry into additional products or markets; • changes in government monetary policies, with the easing of monetary policy in certain markets resulting in a flattening of yield curves and the dampening of activity in certain asset classes; and • changes in interest rates, foreign exchange rates and inflation (see paragraph 1.4 “—The Group’s results of operations and financial condition are directly impacted by interest rate levels, which have been and may remain low for a prolonged period” and paragraph 1.5 “— The Group’s results of operations and financial condition could be adversely affected by changes in exchange rates” below). Any decreases in trading volumes or pricing levels may significantly reduce the commissions the Group earns and the spreads the Group makes from facilitating and executing client orders and therefore have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

3 1.2. The COVID-19 pandemic has had and is expected to continue to have an adverse impact on the global economy and may otherwise adversely impact the Group. The World Health Organisation characterised the COVID-19 outbreak as a pandemic in March 2020. The COVID-19 pandemic has spread globally and governments and other parties have imposed restrictive measures, including but not limited to business closures, travel restrictions, quarantines and the implementation of social distancing and other measures, which have had and are expected to continue to have material adverse impacts on the global economy. The implementation of COVID-19 restrictions has caused deep recessions in a number of jurisdictions and may continue to cause reductions in economic activity levels or cause declines in commodity pricing levels, which in turn would reduce trading volumes and the Group’s revenue. See paragraph 1.1 “— Market factors that result in subdued activity or pricing levels, such as low volatility in commodity prices and reductions in economic activity levels, have an adverse effect on the Group’s business” above. In addition, the Group experienced an increase in client defaults as a result of the COVID-19 pandemic. See paragraph 2.1 “—Clients and their related financial institutions may default on their obligations to the Group due to insolvency, operational failure or for other reasons” below. The implementation of COVID-19 restrictions has also impacted the operations of the Group and its clients. For example, restrictions implemented by the UK government led to the closing of the Metal Exchange (the “LME”) in March 2020. The LME has historically been characterised by auctions where traders use verbal and physical cues on the market floor to convey information about buy and sell orders. Given the historical importance of this in-person element for trading on the LME, its physical closure led to a reduction of the Group’s trading volumes in metals. The LME announced in January 2021 that it may permanently close its market floor. Changes to the LME’s auction procedures, and in particular any changes that would expand access to parties previously unable to participate in the LME’s in-person trading, could increase the Group’s competition on the LME. Further, given the time-sensitive nature of commodity trading activities, which require that clients respond in real-time to trading opportunities, the prevalence of working from home has meant that some client trading opportunities have been missed as certain clients have been less attentive to time-sensitive notifications during the working day. The COVID-19 pandemic has also resulted in an increased focus from regulators on the financial and operational resilience and risk profile of the Group and its ability to conduct its business effectively in accordance with existing or new regulation. For example, the Group could be required to hold additional capital or otherwise be subject to increased regulatory scrutiny. The Group could also be subject to claims regarding the adequacy of COVID-19 health and safety procedures in its offices. Additional resurgences of COVID-19 cases (e.g., as a result of virus variants which spread more easily or against which available vaccines and treatments are less effective) may lead to restrictive measures being prolonged or reinstated, which may result in even more prolonged and severe impacts on the global economy, which would have a material adverse impact on the Group’s business, financial condition, results of operations and prospects.

1.3. The United Kingdom’s withdrawal from the European Union may adversely impact the Group. The United Kingdom ceased to be a member of the European Union on 31 January 2020. Notwithstanding the establishment of a UK-EU trade and cooperation agreement, the United Kingdom's withdrawal from the European Union is likely to continue to cause economic, legal and political uncertainty for a prolonged period of time. The UK-EU trade and cooperation agreement is limited in scope (e.g., it focuses mainly on trade in goods rather than services, including financial services of the type provided by the Group) and it reduced (relative to the historical position) the ease with which trade in goods and services can be conducted between the United Kingdom and the European Union. For example, there are currently restrictions in the ability of UK and EU companies to provide cross-border services, particularly in the financial services sector, and such restrictions may remain in place indefinitely. The change in the United Kingdom’s relationship with the European Union may adversely impact levels of economic growth in the United Kingdom and the European Union, reduce overall levels of trading activity between the United Kingdom and the European Union, increase the costs for businesses of such trading activity, including as a result of increases in trade barriers, implementation of customs checks and duties, changes in tax, restrictions on movement of persons and restrictions on transfer of personal data and impact currency exchange rates. See also paragraph 1.1 “—Market factors that result in

4 subdued commodity market activity or pricing levels, such as low volatility in commodity prices and reductions in economic activity levels, have an adverse effect on the Group’s business” above and paragraph 1.5 “—The Group’s results of operations and financial condition could be adversely affected by changes in exchange rates” below. EU regulators may require that the Group obtain licenses in their respective jurisdictions to service clients, which could result in the Group ceasing to service clients pending approval of the relevant licence or choosing not to continue to service clients in the jurisdictions in question, thereby impacting the Group’s revenue. EU clients may also not want to trade financial instruments listed on UK exchanges as there is currently no EU equivalence for UK trading venues and therefore EU clients trading on a UK exchange, such as the LME, are required to treat such as over-the-counter (“OTC”) transactions, rather than as an exchange-traded derivative transactions, which may result in additional regulatory reporting obligations. In addition, the Group may be affected by any future regulatory or legal divergence between the European Union and the United Kingdom, which may result in increased compliance costs, impact the Group’s business activities and result in EU clients moving away from UK-based services. See also paragraph 4 “—Risks Relating to Regulation” below. The above factors may adversely affect the Group’s business, financial condition, results of operations and prospects.

1.4. The Group’s results of operations and financial condition are directly impacted by interest rate levels, which have been and may remain low for a prolonged period. As part of its Commercial Hedging businesses, the Group maintains large cash and financial instrument balances on behalf of its clients with exchanges, central clearing counterparties (“CCPs”), brokers and banks. The Group also maintains its own cash balances. The Group earns interest on these balances and generally only makes interest payments to clients who hold particularly sizeable balances. Accordingly, the Group is generally able to retain a significant portion of the interest it earns on such cash balances. However, the Group has experienced a prolonged period of low interest rates in the main markets in which it operates, in particular the United States and Europe, which has substantially reduced the benefit to the Group of maintaining such cash balances. If interest rates remain low or decrease further (particularly short term interest rates), this would adversely affect the Group’s business, financial condition, results of operations and prospects.

1.5. The Group’s results of operations and financial condition could be adversely affected by changes in exchange rates. The Group reports its financial results in US dollars. However, a significant proportion of the Group’s costs are incurred, and a proportion of the Group’s trading activity is conducted, in currencies other than the US dollar. As a result, the Group’s results of operations and financial condition may be significantly affected by movements in the exchange rates between the US dollar and the other currencies, in particular the Pound Sterling and the Euro. Further, as the Group has extensive operations in the United Kingdom (including significant back office and other support staff and lease obligations for office space), any appreciation in the Pound Sterling against the US dollar would increase the Group’s reported expense levels.

2. Risks Relating to the Group’s Business

2.1. Clients and their related financial institutions may default on their obligations to the Group due to insolvency, operational failure or for other reasons. The Group is exposed to the risk that its clients and their related financial institutions may default on their obligations to the Group. Clients of the Group’s Commercial Hedging business may default on calls or settlement payments. Where a client enters into an exchange traded derivative which is cleared by the Group, the Group will post margin with a clearing house to cover the clearing house’s margin requirements in connection with the clients’ open positions on the relevant exchange. The Group will subsequently issue margin calls to the client for payment of margin due to the Group, and the client may default on such margin calls. In OTC derivative transactions, the Group acts as principal to the transaction and thus is subject to losses to the extent that adequate collateral cannot be collected from the relevant client through the life of the trade or if the client fails to pay any cash settlement amount due to the Group on termination or expiry of the transaction.

5 The Group also enters into agreements with certain clients and their banks whereby the relevant bank agrees to fund the client’s margin calls up to a pre-agreed limit, and thus the Group may suffer losses to the extent that such bank defaults on its obligation to pay such amounts. The Group is also exposed to counterparty credit risk in respect of client cash deposits held with financial institutions which may default due to insolvency, operational failure or for other reasons. In the Price Discovery business, the Group arranges trades between two clients and issues an invoice for commissions earned on the completed transaction. Although the Group is not a counterparty to such transactions, the Group is exposed to the risk that clients may fail to pay the commissions charged. While the Group seeks to mitigate its credit risk through the adoption of specific credit risk management policies which include the assessment, monitoring and escalation of credit risk exposures by dedicated credit risk management teams, these procedures cannot eliminate all defaults, particularly those that may arise from events or circumstances that are difficult to detect or foresee. Historically, client defaults have increased during periods of substantial market volatility. For example, during market turmoil connected to the COVID-19 pandemic, a petroleum and food products defaulted on margin calls to the Group of $3.8 million and an agricultural products trader which was ultimately put into liquidation defaulted on margin calls to the Group of $2.5 million. The Group’s business, financial condition, results of operations and prospects may be materially adversely affected in the event its clients or relevant financial institutions default on their obligations to the Group, and such risks are exacerbated to the extent there is a concentration in the Group’s exposure to a particular geography or type of client. For example, a substantial number of the Group's clients in a particular country, region or industry may suffer disruption due to a sovereign debt or other crisis affecting a particular country or a natural disaster impacting a particular region or industry, which may cause the Group to experience a significant number of client defaults simultaneously. In light of the increasing impacts of climate change, severe weather events such as droughts, hurricanes and fires may lead to defaults across various agricultural producers in affected regions. See paragraph 2.15 “— Climate change and the transition to a lower carbon economy may lead to a decline in consumer demand and the size of the market for certain energy products” below.

2.2. The Group’s risk management policies, procedures and practices may not always have been effective and may not always be effective in the future, which could subject the Group to material regulatory, reputational and financial risks. The success of the Group's business is dependent on the Group's risk management policies, including policies in relation to anti-money laundering, sanctions, counter-terrorist financing, anti-bribery, corruption, financial risk, fraud, and data security, as well as the amount of risk the Group is willing or able to tolerate. The design and implementation of the Group's policies, procedures and practices used to identify, monitor, control and reduce risk may not always have been effective and may not always be effective in the future. The principal risks faced by the Group in this respect include: • Regulatory Compliance: The Group is subject to regulatory requirements imposed by the FCA, the US Commodities Futures Trading Commission (the “CFTC”) and other regulatory bodies in the jurisdictions in which it trades. The Group has in the past and may in the future be subject to inquiries or enforcement actions with respect to regulatory non-compliance; regulatory enforcement could result in consequences such as censures, financial penalties and the imposition of restrictions on the ability of the Group to conduct regulated activities. • Sanctions Compliance: The Group is subject to sanctions restrictions administered by the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”), Her Majesty’s Treasury, the European Union and other relevant authorities. Any non-compliance with sanctions restrictions or failure of related systems and controls to identify and prevent impermissible or unauthorised activity or transactions by persons subject to sanctions could result in civil or criminal liability, including censures and financial penalties. • Market Abuse and Manipulation: Third-party traders or Group personnel may manipulate market prices by creating fictitious orders or otherwise mislead the market. The Group may fail to detect any such actions to manipulate prices or otherwise mislead the market. • Fraudulent Transactions: The Group may suffer losses as a consequence of unauthorised activity or acts intended to defraud, misappropriate property or circumvent the law that are not prevented by the Group’s risk management policies, procedures and practices (e.g., a third party impersonating a creditworthy client to trade on credit or deceptive third-party transactions made in violation of relevant anti-money laundering or sanctions standards).

6 • Incorrect Settlements: The Group may make or be subject to unauthorised transfers of funds or the use of incorrect or fraudulent settlement instructions which may not be prevented by the Group’s risk management policies, procedures and practices (e.g., phishing attacks may lead the Group to misdirect client funds to a third party). • Inadequate Risk and Position Limits: The Group may fail to correctly apply risk controls to a client’s or an internal house account or open positions resulting in the client being able to take larger positions than are appropriate, which may cause the Group to suffer significant losses if such client defaults. • Transformation/Change Management Risk: The Group may fail to enable the implementation of key change initiatives with minimal disruption to business-as-usual activities or to mitigate the risks the Group could be exposed to as a result of such changes. See paragraph 2.3 “— The Group may fail to manage the growth of the Marex Solutions business effectively, including with respect to embedding effective internal controls and governance procedures”, paragraph 4.1 “—Failure to comply with law and regulation could subject the Group to enforcement or other action, force it to cease providing certain services, or oblige it to change the scope or nature of its operations” and paragraph 4.4 “—The Group may be required to comply with new regulation when it expands into new markets, launches new businesses or expands existing businesses, or when it acquires other companies and businesses” below. • Personnel Error: Group employees or agents may commit errors or otherwise fail to carry out their assigned roles properly which may not be prevented by the Group’s risk management policies, procedures and practices (e.g., “fat finger” incidents that lead to trades being executed incorrectly). • Personnel Misconduct: Group employees or agents may engage in misconduct including embezzlement of client funds, hiding unauthorised trading activities from the Group, improper or unauthorised activities on behalf of clients, improper use of confidential information, the use of improper marketing materials or the inappropriate use of authority or influence by current or former personnel. There is also a risk that the Group’s systems and infrastructure in place to support its risk management policies, procedures and practices may be insufficient, disrupted or compromised, which would also impact the effectiveness of those policies, procedures and practices. See paragraph 2.16 “—Software or systems failure, loss or disruption of data or data security failures, including as a result of cyberattacks or information security weakness, could limit the Group’s ability to conduct its operations, could lead to a breach of regulations and contractual obligations, and could impact the Group in other ways” below. Should the Group’s risk management policies prove ineffective or if they are violated, regulators have broad powers to investigate and enforce compliance with applicable rules and regulations, including the ability to require the appointment of a skilled person, impose censures or financial penalties or limit or withdraw authorisations which the Group requires to operate portions of its business. Any such actions could also result in significant damage to the Group’s reputation (including with clients), material financial losses, potential litigation and private claims for damages, or otherwise have a material adverse effect on the Group’s business, financial condition, results of operations and prospects. See also paragraph 2.4 “—The Group identified historical weaknesses in its anti-money laundering systems and controls” below.

2.3. The Group may fail to manage the growth of its Marex Solutions business effectively, including with respect to embedding effective internal controls and governance procedures. The Group's Marex Solutions business has grown rapidly in recent periods and the Group intends to continue to expand its Marex Solutions business. The Marex Solutions business generated net revenues of $7.0 million, $18.0 million and $44.8 million for the years ended 31 December 2018, 2019 and 2020, respectively, and had 12, 39 and 47 front-office employees as at 31 December 2018, 2019 and 2020, respectively. The pace of growth of the Marex Solutions business has placed considerable strain on the Group's managerial, operational and other resources and on its ability to embed effective controls and governance procedures. As the Marex Solutions business continues to grow, the Group will be required to further develop and enhance its managerial, operational and other resources and to embed effective internal controls and governance procedures policies at a rate that is commensurate to the growth of the business. Any failure by the Group to effectively manage the growth of Marex Solutions could have a material adverse effect on the Group’s business and result in additional regulatory scrutiny and the

7 potential for regulatory sanctions, increased compliance and other costs and damage to the Group's reputation. The FCA has recently asked the Group to set out the steps it will take to ensure that the leadership and oversight of Marex Solutions, including the structured notes business, is effective and to ensure that its internal control environment is appropriate for the growth of the business. Marex Solutions’ structured notes business presents risks to the Group, from both a prudential and conduct perspective, which are often of a different scale and nature compared to the Group’s other businesses and services. See also paragraph 3.3 “—The Group is subject to risks in relation to its structured notes programme including investor claims, litigation, regulatory scrutiny and reputational damage, which may limit the Group’s ability to use the structured notes programme as a source of liquidity or result in losses or reputational damage” below. During 2020 and 2021 the Group has engaged in correspondence with the FCA regarding the need to further develop risk management frameworks for its Marex Solutions business, particularly in light of its rapid growth and expansion. Any failure by the Group to further develop and maintain such an appropriate and effective control environment may negatively affect the Group’s ability to expand the Marex Solutions business or to continue to perform at current levels or execute its business strategy. In addition, such a failure may result in additional regulatory scrutiny and the potential for regulatory sanctions, or additional supervisory and regulatory costs to ensure that the Group does not breach its regulatory obligations. See also paragraph 4.1 “—Failure to comply with law and regulation could subject the Group to enforcement or other action, force it to cease providing certain services, or oblige it to change the scope or nature of its operations” below.

2.4. The Group identified historical weaknesses in its anti-money laundering systems and controls. In July 2020 a review of the Group’s anti-money laundering systems and controls conducted by the Group’s third line of defence, the internal audit function, found that there had been a failure by the Group to add clients on-boarded during a nine-month period from September 2019 to June 2020 to the system used for the ongoing screening of clients in accordance with the Group's usual processes. As a result, whilst the clients on-boarded during this period were subjected to screening at the on-boarding stage, they were not subject to ongoing screening for a period of up to nine months. The internal audit review also identified certain related systems and controls as being inadequate or otherwise unsatisfactory which had either enabled the screening failure or emerged from the review of the causes of the screening failure, including resourcing and governance, enterprise-wide risk assessment, counterparty risk assessment and due diligence and the detection and escalation of unusual or suspicious activity. Following the identification of the screening failure and the weaknesses identified in relevant systems and controls, the Group reported these issues to the FCA and, with the support of an external consultant, embarked on a self-remediation programme which has involved (i) client screening remediation; (ii) enhancing its existing anti-financial crime policies and procedures and governance structure; and (iii) hiring additional experienced personnel in the Group’s financial crime compliance department. The Group was in regular dialogue with the FCA regarding the status of its self-remediation programme, which completed by the end of January 2021. Following the completion of the self-remediation programme, the Group’s internal audit function performed a validation exercise that confirmed the weaknesses identified in the July 2020 review had been addressed and the results of this validation exercise were shared with the FCA in early March 2021. In addition to embedding the enhanced anti- financial crime framework and operating practices established through the self-remediation programme (the operating effectiveness of which will be reviewed by the Group’s internal audit function in October 2021), the Group is implementing a rolling programme to uplift all of its client files to the standards required by its enhanced anti-financial crime policies and procedures, which has been integrated with its ongoing customer due diligence programme as part of its business-as-usual procedures and which is expected to have been applied to all existing client files by August 2022 and on an ongoing basis thereafter. Should the FCA or another regulator conclude that the weaknesses identified were not remediated in a manner satisfactory to the regulator, if any regulatory non-compliance is identified during the ongoing customer due diligence noted above or otherwise, or if the FCA or another regulator otherwise concluded that it would be appropriate to take action in respect of any identified weaknesses or non- compliance (even if they have been remediated), this could result in significant regulatory consequences for the Group. Regulators have broad powers to investigate and enforce compliance with applicable rules and regulations, including the ability to require the appointment of a skilled person, impose censures or financial penalties or limit or withdraw authorisations which the Group requires to operate

8 portions of its business. Any such actions could also result in significant damage to the Group’s reputation (including with clients), material financial losses, potential litigation and private claims for damages, or otherwise have a material adverse effect on the Group’s business, financial condition, results of operations and prospects. See also paragraph 2.2 “—The Group’s risk management policies, procedures and practices may not always have been effective and may not always be effective in the future, which could subject the Group to material regulatory, reputational and financial risks” above and paragraph 4.1 “—Failure to comply with law and regulation could subject the Group to enforcement or other action, force it to cease providing certain services, or oblige it to change the scope or nature of its operations” below.

2.5. OTC derivative transactions are subject to unique risks including difficulties in maintaining adequate cash funding and in modifying or terminating contracts. As part of its Commercial Hedging business, the Group offers customised OTC derivative hedging, particularly in commodity products, to clients who cannot fulfil their specific hedging requirements with exchange-traded derivatives. OTC derivative transactions subject the Group to basis risk as, after entering into such a customised contract for a client, the Group may be unable to find a standardised contract that matches relevant parameters and thus the Group may be unable to fully its exposure under the customised client contract. OTC derivative transactions also subject the Group to the risk that, as a result of mismatches or delays in the timing of cash flows due from or to counterparties in the OTC derivative transactions or related hedging, trading, collateral or other transactions, the Group or its counterparty may not have adequate cash available to fund its or their current obligations and therefore the Group may suffer losses as a result. See paragraph 2.1 “—Clients and their related financial institutions may default on their obligations to the Group due to insolvency, operational failure or for other reasons” above. OTC derivative transactions generally may only be modified or terminated by mutual consent of the parties to the transaction (other than in certain limited default and other specified situations—e.g., market disruption events) and subject to agreement on individually negotiated terms. Accordingly, it may not be possible to modify, terminate or offset obligations or exposure to the risks associated with a transaction prior to its scheduled termination date. In addition, while the Group attempts to use its standard form client agreements with all clients, some OTC counterparties have insisted and may continue to insist on using International Swaps and Derivatives Association (“ISDA”) standard terms and agreements. In this situation, the Group may have weaker contractual protections in the event of a client default as compared to the protections offered by the Group’s standard form client agreements. Failure by the Group or any of its counterparties to retain adequate cash to fund current obligations and difficulties associated with modifying and terminating OTC derivative transactions may have an adverse impact on the Group’s business, financial condition, results of operations and prospects.

2.6. The Group may not detect, deter or prevent misconduct, errors or fraudulent activity and may suffer losses either directly or as a consequence of fines, claims or damage to its reputation. The Group is exposed to potential losses due to fraud, misconduct and breaches of the Group's terms of business by its clients, counterparties, employees, agents and third parties. For example, clients or people impersonating clients (for example, through the use of a stolen identity to open an account) may engage in fraudulent activities, including the improper use of legitimate client accounts or providing fraudulent documentation in connection with transactions. Such events have occurred in the past and may occur in the future. For example, between November 2016 and January 2017, the Group brokered a series of financing transactions between one of its clients and Natixis S.A. (“Natixis”). The transactions involved the Group entering into back to back purchase and repurchase contracts with its client and Natixis which were secured by warehouse receipts representing nickel issued by Access World Logistics (Singapore) Pte Limited (“Access World”). After the transactions, Access World confirmed that none of the warehouse receipts (which they had previously authenticated) were genuine. Natixis issued civil proceedings in the English Commercial Courts against the Group as its contractual counterparty for breach of contract, which ultimately resulted in a judgment against the Group of approximately $32.1 million in damages plus costs and interest. The Group has since ended its involvement in the warehouse receipts business. See also paragraph 2.7 “—The Group may suffer losses and incur costs associated with legal actions” below. In addition, the Group's employees and agents may engage in unauthorised trading activity, attempt to defraud the Group or otherwise violate the Group’s policies or legal or regulatory standards. For example,

9 the Group has utilised agents in emerging markets where there may be a heightened risk of facilitation or other inappropriate payments being made. Any such activities may be difficult to prevent or detect, and the Group's internal policies and procedures may be inadequate or ineffective. As such, the Group may suffer losses which it may not be able to recover, which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects. There have been a number of highly publicised cases involving fraud or other misconduct by employees and agents of financial services firms in recent years and various investigations have been conducted by the FCA in the United Kingdom, the CFTC in the United States and other regulators around the world. The Group’s reputation may also be damaged by any involvement, or the involvement of any of its employees, former employees or agents, in any regulatory investigation and by any allegations or findings by relevant regulators or courts, even where the associated fine or penalty is not material. See paragraph 4.1 “—Failure to comply with law and regulation could subject the Group to enforcement or other action, force it to cease providing certain services, or oblige it to change the scope or nature of its operations” below.

2.7. The Group may suffer losses and incur costs associated with legal actions. The Group may take legal action in an attempt to enforce its contractual, intellectual property and other rights where it believes that those rights have been violated and that legal action is an appropriate remedy. Action taken to defend the Group’s contractual, intellectual property and other rights may be protracted, involve the expenditure of significant financial and managerial resources and may ultimately not be successful, which may result in an adverse impact on the Group’s business, financial condition, results of operations and prospects. In particular, the Group may be subject to disputes with its clients, particularly in the context of client defaults. The Group may be unable to recover client default amounts due to client insolvency or for other reasons. As the Group operates internationally, it may also be subject to client disagreements regarding the application of English law governed contracts. Clients outside the United Kingdom may claim that English law governed contracts (such as the Group’s standard form client agreements) are inapplicable in their respective countries and local law may be less favourable for the Group. The Group may also be subject to claims of economic or reputational significance, whether by a third party or an employee (current or former) or agent. Such claims could include actions arising from acts inconsistent with employment law, health and safety laws, contractual agreements, from infringements of intellectual property rights or from personal injury, diversity or discrimination claims. See also paragraph 2.2 “—The Group’s risk management policies, procedures and practices may not always have been effective and may not always be effective in the future, which could subject the Group to material regulatory, reputational and financial risks” and paragraph 2.6 “—The Group may not detect, deter or prevent misconduct, errors or fraudulent activity and may suffer losses either directly or as a consequence of fines, claims or damage to its reputation” above. The Group may incur significant costs in defending any claims or in making payments to resolve the action, and may suffer reputational damage.

2.8. The Group requires access to exchanges in the jurisdictions where it operates without which its ability to undertake some or all of its execution and clearing services would be affected. The Group provides broking and other services to counterparties operating in the world’s major wholesale and exchange-traded commodity markets in Europe and North America, as well as certain markets in Asia. The Group holds memberships with 37 regulated exchanges worldwide, which enable it to generate revenue through commissions earned on executing and clearing trades. See paragraph 2.1 “—Clients and their related financial institutions may default on their obligations to the Group due to insolvency, operational failure or for other reasons” above. If the Group were to lose these memberships as a result of defaulting on its membership obligations (e.g., paying the required margin), it would lose access to these revenue streams thereby impacting the Group’s business, financial condition, results of operations and prospects. Further, the Group could be negatively impacted by structural changes implemented by the exchanges such as the adoption of adverse fee structures or higher margin requirements or relaxed membership requirements allowing the Group’s clients to become members in their own right. For example, the Group, through its subsidiary, Marex Financial (“MF”), is a Category 1 member and Ring Dealer on the LME which historically has had only a small number of members. If the LME were to revoke MF’s membership, adopt an adverse fee structure or extend membership opportunities to a wider group, MF’s financial performance would be adversely impacted.

10 2.9. The Group requires access to clearing and settlement services and other market infrastructure arrangements without which its ability to undertake some or all of its activities would be affected. The Group uses various CCPs and settlement systems such as TARGET 2 and Clearstream across its businesses. Loss of access to, or restrictions on the Group’s use of, these services, due to non- compliance with membership or participants’ requirements, regulatory changes post-Brexit, credit or reputational issues or for other reasons, could impact the Group’s ability to carry out its activities. In addition, any failures by exchanges, CCPs or other relevant counterparties to perform their obligations could lead to financial losses for and margin calls on the Group and its clients. As a member of various CCPs, the Group must make default fund contributions to the CCPs. In the event that another member defaults on their payment obligations to the CCPs, the Group may lose a percentage of the default fund contributions that it has been required to make as a member of the CCPs. Future client defaults on their payment obligations to the CCPs into which the Group makes default fund contributions may result in financial losses for the Group.

2.10. Acquisitions are an integral part of the Group’s business strategy. Any failure to identify and complete acquisitions on favourable terms or to integrate acquisitions effectively could adversely impact the Group. The markets in which the Group operates, such as metals, agricultural products and energy, and any markets into which the Group may expand, are dynamic and to remain competitive the Group must invest in the development of the business to respond to changes in customer demand. Since 2018, the Group has made a number of acquisitions of varying sizes in the United Kingdom, Europe and the United States, including CSC Commodities UK Ltd (“CSC”), X-Change Financial Access, LLC (“XFA”) and the business of Rosenthal Collins Group LLC (“RCG”). Despite the Group’s acquisition experience, it may fail to identify adequate acquisition opportunities, overpay for acquisition targets, fail to integrate acquisitions effectively or fail to realise the expected synergies or other benefits of acquisitions in the future, any of which may adversely affect the Group’s business, financial condition, results of operations and prospects. These are particularly salient risks given that a significant portion of the Group’s historical growth has been achieved through acquisitions. Further, the Group may be limited in the scope of its due diligence investigations of certain acquisition targets prior to completion of an acquisition and investigations may not reveal all material issues relating to the targets. Likewise, the process of integration of the target may take longer than expected and other difficulties may arise in connection with the integration process, particularly regarding integration of the target’s business into the Group’s financial reporting, information technology and risk management frameworks. Any delays or difficulties encountered in connection with the acquisition and integration process including the rise of any unforeseen legal, regulatory, contractual, employment or other issues, or significant unexpected liabilities or contingencies, may result in the Group’s management and resources being diverted away from core business activities and may adversely impact the Group’s business, financial condition, results of operations and prospects.

2.11. The Group’s future success depends to a significant degree upon the continued contributions of its key personnel, including its brokers, and its ability to recruit, train, motivate and retain them and to ensure that employment contract terms are appropriate. The Group’s future success depends upon the expertise and continued services of certain key personnel, including personnel involved in the management and development of the business, who have an average of 22 years of industry experience, front-office staff directly generating revenue such as brokers, and back office staff involved in the management of the control and internal audit functions, and upon the Group’s ability to recruit, train, motivate and retain qualified and highly effective personnel in all areas of the business and to ensure that its employment contract terms are appropriate. The Group competes with other brokers and banks for front-office staff and the level of this competition is intense and may intensify in the future. In particular, the Group may suffer from predatory actions of competitors aimed at poaching large numbers of brokers who have key counterparty relationships and relevant market knowledge and play an important role in acquiring and retaining business from clients. Salary and bonus levels for front-office staff are generally based on activity levels generated by the individual broker’s team and are sensitive to market compensation levels paid by competitors. Such competition, particularly for brokers, may significantly increase the Group’s front-office staff costs and may result in the loss of capability, customer relationships and expertise through the loss of front-office

11 staff to competitors. If the Group is not able to attract and retain highly skilled brokers and other employees, or if it incurs increased costs associated with attracting and retaining personnel, or if it fails to assess training needs adequately or deliver appropriate training, this could be substantially detrimental to the Group’s ability to compete and would therefore have an adverse effect on its business, financial condition, results of operations and prospects.

2.12. The markets in which the Group operates are highly competitive and competition could intensify in the future. If the Group is unable to continue to compete effectively for any reason, certain aspects of its business may be materially damaged. The Group has numerous current and prospective competitors, both domestic and international, including other brokers and banks. Some of its competitors and potential competitors may have larger customer bases, more established name recognition and greater financial, marketing, technology and personnel resources than the Group, or may be able to offer services that are disruptive to current market structures and assumptions. Such factors may enable them to, among other things: • develop services similar to the Group or new services that are preferred by the Group’s clients; • provide access to trading in products or a range of products that the Group does not offer; • provide better execution services and lower transaction costs; • provide new services more quickly and efficiently than the Group; • offer better, faster and more reliable technology; • take greater advantage of new or existing acquisitions, alliances and other opportunities; • more effectively market, promote and sell their services; • migrate products more quickly or effectively to electronic platforms which could move trading activity from the Group; • better leverage their relationships with their clients, including new classes of customer; or • offer better contractual terms to their clients, including lower commission rates. A particular risk faced by the Group is the development by its competitors of new electronic trade execution or market information products that gain wide acceptance in the market. The development of such products or shifts in market practice could give relevant competitors a “first mover” advantage that may be difficult for the Group to overcome with its own technology or offerings. Further, any shift away from voice trading to electronic trading may expose the Group to substantial losses as it may be left with contractual obligations to maintain staff and brokers suited to and trained for voice trading rather than electronic trading. In addition, new or existing competitors could gain access to markets or products in which the Group currently enjoys a competitive advantage. These could include banks and other financial institutions with which the Group has competed historically should they chose to re-enter the commodity industry. Competitors may have a greater ability to offer new services or existing services to more diverse clients. Such factors may erode the Group’s market share. Even if new or existing competitors do not significantly erode the Group’s market share, they may offer their services at lower prices and the Group may then be required to reduce its commissions to remain competitive, which could have a material adverse effect on Group’s profitability. Competitors may offer their services at a loss in order to attract new business which could result in the Group having to dramatically lower its commissions or risk losing customers. Further, consolidation among the Group’s clients may cause revenue to be dependent on a smaller number of clients and may result in additional pricing pressure. In that event, the Group’s revenue may be dependent on its continued good relationships with a small number of clients and any adverse change in those relationships could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

2.13. To remain competitive the Group must continue to develop its business. Failure to do so successfully could adversely impact the Group. The markets in which the Group operates are dynamic and to remain competitive the Group must invest in the development of its business to respond to changes in client demand. In particular, the Group may need to be responsive to changing trends regarding energy products. See paragraph 2.15 “—Climate change and the transition to a lower carbon economy may lead to a decline in consumer demand and the size of the market for certain energy products” below. The Group will also need to be competitive in the development of its research, technology and data offerings as the artificial intelligence tools it relies on, such as the Neon trading platform, can quickly become eclipsed by newer technological offerings

12 such as novel electronic trade execution or market information products. See paragraph 2.17 “—The Group will need to replace, upgrade and expand its computer and communications systems in response to technological or market developments” below. The Group’s business development activity may include hiring brokers, opening offices in new countries, expanding existing offices and infrastructure, providing broking and other services in new product markets (for example, renewables), serving different types of clients, developing new technology and undertaking activities through different business models. Such activity may be achieved through investment in existing businesses, and may result in changes in the risk profile of the Group. Failure to expand the business effectively, failure to manage changes in the Group’s risk profile appropriately or failure to realise the benefit of investments in some markets may adversely affect the Group’s business or result in it failing to achieve anticipated benefits. Expansion of the Group’s business both organically and through acquisitions could also result in management’s time being diverted from the Group’s day-to-day operations which may have an adverse impact on the Group’s business, financial condition, results of operations and prospects. See paragraph 2.10 “—Acquisitions are an integral part of the Group’s business strategy. Any failure to identify and complete acquisitions on favourable terms or to integrate acquisitions effectively could adversely impact the Group” above.

2.14. Factors outside the Group’s control, including pandemics, terrorist attacks or natural disasters, may adversely affect the Group. The Group’s business could be significantly affected by major events such as pandemics, terrorist attacks, natural disasters or extreme weather conditions, fires, power shortages, civil unrest or strikes and it is not possible to fully mitigate these risks and their related impacts. In particular, the Group’s business in the agricultural market (e.g., cocoa, coffee and grains) could be impacted by severe weather and climate-change related phenomenon which may significantly reduce the production and therefore the size of those markets. Insurance cover in respect of any of the foregoing risks may not be sufficient to cover the full extent of any loss or damage suffered and if a major event were to occur, it may not be possible for the Group to secure adequate insurance cover in the future. In addition, the Group’s operations are materially affected by changes and volatility in the worldwide financial markets and macroeconomic conditions generally, which in turn may be influenced by the foregoing risks. For example, financial markets in recent years have been influenced by a variety of factors outside of the Group’s control, including the impact of the COVID-19 pandemic and government measures aimed at mitigating its spread, negotiations on the future economic relationship between the United Kingdom and the European Union and extensive use of macroeconomic and monetary policy tools by governments, central banks and other institutions. See paragraph 1.1 “—Market factors that result in subdued commodity market activity or pricing levels, such as low volatility in commodity prices and reductions in economic activity levels, have an adverse effect on the Group’s business” and paragraph 1.2 “—The COVID-19 pandemic has had and is expected to continue to have an adverse impact on the global economy and may otherwise adversely impact the Group” above.

2.15. Climate change and the transition to a lower carbon economy may lead to a decline in consumer demand and the size of the market for certain energy products. The Group provides liquidity to counterparties across key energy markets including crude oil, residual fuel oil, middle distillates, naphtha, gasoline and several dry freight routes and sizes. The Group also matches buyers and sellers in the energy markets which include crude oil, coal, emissions, fuel oil, gasoline, middle distillates, naphtha and petrochemicals as part of its Price Discovery business. Laws, regulations, policies, social attitudes, client preferences, market responses and technological developments and innovations relating to climate change and the transition to a lower carbon economy could have an adverse impact on the Group’s business, financial condition, results of operations and prospects. For example, the Group may be subject to reputational damage as a result of its association with oil and gas clients. As a result of regulatory incentives that alter fuel or power choices, the Group may also be adversely impacted by a decrease in the size of the markets for certain energy products where the Group has historically had significant market shares (such as fuel oil) and the Group may fail to capture market share as interest increases in new energy products such as renewables or adequately price future assumptions around these new commodities. Depending on the nature and speed of any such changes, the Group may be unable to successfully compete in or transition away from oil and gas to renewable commodity markets or from crude oil and residual fuel to middle distillates or higher

13 distillates, such as liquid natural gas. Failure to make such a transition may result in decreased revenue and other adverse impacts for the Group.

2.16. Software or systems failure, loss or disruption of data or data security failures, including as a result of cyberattacks or information security weakness, could limit the Group’s ability to conduct its operations, could lead to a breach of regulations and contractual obligations, and could impact the Group in other ways. The Group is heavily dependent on the capacity and reliability of the computer and communications systems supporting its operations, whether owned and operated internally or by third parties, and on the integrity of the data held within and used by such systems. These systems include broking platforms essential to transacting business and middle office and back office systems required to record, monitor and settle transactions. For example, the Group utilises Neon Trader as its main trading platform, MarexSuite as its internal metals trading platform, the NBOS, XTP and R&N systems for internal back office operations and the LISA platform for all derivative clearing operations. The Group also relies on several data centre providers such as Equinix in London and Digital Reality Trust in the United States. The performance of these computer and communications systems could deteriorate or fail for any number of reasons. In the past, the Group’s computer and communications systems have failed, including a power outage in September 2020 which interrupted the Group’s access to its internet services and its clients’ access to reporting capabilities for more than an hour due to a power outage at one of the Group’s third-party data centres. The Group’s data centre providers have also been subject to denial of service attacks and the Group has been the target of phishing attempts aimed at mimicking the Group’s websites and luring clients into transferring money to fraudulent accounts. Future incidents could result from loss of power, human error, a sudden spike in transaction volumes, natural disasters, fire, sabotage, hardware or software malfunctions or defects, computer viruses, intentional acts of vandalism, cyberattacks, customer error or misuse, lack of proper maintenance or monitoring, loss of data, data disruption or due to other factors or events. If such factors or events were to occur, this could cause, among other things: • significant disruptions in service to the Group’s clients; • slower response times; • delays in trade execution; • failed settlement of trades; and • incomplete or inaccurate accounting, recording, processing or reporting of trades. Failure of the communications and computer systems and facilities on which the Group relies may lead to significant financial losses, litigation or arbitration claims filed by or on behalf of its clients and regulatory enforcement or other actions, particularly in light of the Group’s recording, storing, manipulation and dissemination of significant amounts of data. See paragraph 4.11 “—Laws and regulations relating to data privacy and cross-border data transfer restrictions are complex and continue to evolve, and may subject the Group to increased costs, legal claims, fines, or reputational damage” below. Any such failure could also have a negative effect on the Group’s reputation.

2.17. The Group will need to replace, upgrade and expand its computer and communications systems in response to technological or market developments. Any failure to adequately maintain and develop the computer and communications systems and networks that the Group operates could have a material adverse effect on the performance and reliability of such systems and networks, which in turn could materially harm the Group’s business. The markets in which the Group competes are characterised by rapidly changing technology, evolving client demand and uses of the Group’s products and services and the emergence of new industry standards and practices that could render the Group’s existing technology and systems obsolete or undermine the attractiveness of new products and services developed by the Group. The Group’s future success will depend in part on its ability to anticipate and adapt to technological advances, evolving client demands and changing standards in a timely, cost-efficient and competitive manner and to upgrade and expand its systems and client offerings accordingly. For example, the Group is currently transitioning from ION’s R&N to XTP clearing solutions system for listed derivatives, with the transition expected to be completed in July or August 2021. Both the XTP upgrades and any further upgrades or expansions in technology and the use of technology may require significant expenditures. There is also the risk that updates that are made to the Group’s systems result in program errors, which could negatively impact the Group and its clients. In the longer term, the Group may fail to update and expand

14 its systems adequately, and any upgrade or expansion attempts may not be successful and accepted by the marketplace or the Group’s clients. Any failure by the Group to update and expand its systems and technology adequately or to adapt its systems and technology to evolving client demands (particularly in more conservative markets such as the United States) or emerging industry standards, would have a material effect on the Group’s ability to compete effectively which could have an adverse effect on the Group’s business, financial condition, results of operations and prospects.

2.18. Loss of access to the Group’s premises or an inability to operate from its facilities could limit the Group’s ability to conduct its operations. The Group’s employees operate from premises that provide the necessary facilities and systems to enable them to carry out their roles. The loss of access to these sites or an inability to operate from these sites, due to, for example, a pandemic, loss of power, acts of war or terrorism, human error, natural disasters, fire or sabotage, could limit the Group’s ability to conduct its operations or adversely impact the Group in other ways. For example, restrictions introduced as a result of the COVID-19 pandemic have caused and may continue to cause office closures. See paragraph 1.2 “—The COVID-19 pandemic has had and is expected to continue to have an adverse impact on the global economy and may otherwise adversely impact the Group” above. While the Group has disaster recovery sites, work from home policies and capabilities and business continuity plans in place, these may not cover all activities within the Group. Further, if the Group’s business continuity plans do not operate effectively, or if the Group’s work from home capabilities fail, they may not be adequate to correct or mitigate the effects of any of the above eventualities. In addition, the business continuity plans or personnel of the Group’s third-party service providers may not be adequate to correct or mitigate any of the above eventualities or may not be implemented properly.

2.19. Changes in judgements, estimates and assumptions made by management in the application of the Group’s accounting policies may result in significant changes to the Group’s reported financial condition and results of operations. Accounting policies and methods are fundamental to how the Group records and reports its financial condition and results of operations. In the application of the Group’s accounting policies, management must make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources, including with respect to the matters set out below. • Value of provisions and contingent liabilities: provisions are established by the Group based on management’s assessment of relevant information and advice available at the time of preparing the Financial Statements. Judgement is required as to whether a present obligation exists and in estimating the probability, timing and amount of any outflows. Judgement is also required as to when contingent liabilities become disclosable. Outcomes are uncertain and dependent on future events. • Taxation: the Group determines the provision for deferred tax on temporary differences where tax recognition occurs at a different time from accounting recognition. The Group has recognised deferred tax assets in respect of losses and temporary differences. Deferred tax liabilities are generally recognised for all temporary differences with deferred tax assets being recognised in respect of unused tax losses and other temporary differences to the extent that it is probable that there will be future taxable profits against which the losses and other temporary differences can be utilised. • Impairment of non-financial assets: the Group’s impairment testing for goodwill and non- financial assets with indefinite useful lives is based on the fair value less costs of disposal. The fair value less costs of disposal calculation is based on available data from similar assets or observable market prices less incremental costs for disposing of the assets and is estimated by using the pre-tax price earnings multiples derived from adjusting comparative peer multiples. • Fair value of financial instruments: the Group determines the fair value of financial instruments that are not quoted based on estimates using present values or other valuation techniques. Those techniques are significantly affected by the assumptions used, including discount rates and estimates of future cash flows. • Provisions against trade and other receivables: using information available at the balance sheet date, the Directors make judgements based on experience regarding the level of provision required to account for potentially uncollectible receivables. Additionally, the Group uses historical information to estimate a probability of default and determine future expected credit losses.

15 These judgements, estimates and assumptions are based on historical experience and other factors that are considered relevant. Judgements, estimates and assumptions are reviewed on an on-going basis and revisions to accounting estimates are recognised in the accounting period in which an estimate is revised. Actual results may differ from these estimates, and revisions to estimates can result in significant changes to the carrying value of assets and liabilities. Because of the uncertainty surrounding the Group’s management’s judgements and the estimates pertaining to these matters, the Group may make changes in accounting judgements or estimates that have a significant effect on the reported value of the Group’s assets and liabilities and the Group’s reported results of operations and financial position.

3. Risks Relating to the Group’s Financial Position

3.1. The Group requires financial liquidity to facilitate its day to day operations. Lack of sufficient liquidity could adversely impact the Group’s operations and limit the Group’s future growth potential. The Group requires substantial financial liquidity to facilitate its operations. The Group’s business involves the establishment and carrying of substantial open positions for clients on exchanges and in the OTC derivatives markets. The Group is required to post and maintain margin or credit support for these positions. Although the Group collects margin or other deposits from its clients for certain of these positions, significant adverse price movements can occur which require the Group to post margin or other deposits on short notice, whether or not the Group is able to collect additional margin or credit support from its clients. As such, the Group may be dependent on its structured notes programme and revolving credit facility in order to fund margin calls and other operating activities and any limitations on these sources of liquidity may limit the Group’s future growth potential. See paragraph 3.2 “—Changes to the Group’s credit ratings may limit the Group’s ability to issue and sell notes under its structured notes programme or to renew its revolving credit facility which may impact the Group’s access to liquidity” below. Failure by the Group to fund margin calls and other operating activities or a general lack of sufficient liquidity may prohibit the Group from developing, enhancing and growing its business, taking advantage of future opportunities and responding to competitive pressure, any of which may have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

3.2. Changes to the Group’s credit ratings may limit the Group’s ability to issue and sell notes under its structured notes programme or to renew its revolving credit facility which may impact the Group’s access to liquidity and future growth potential. The Group, through its subsidiary MF, has a structured notes programme that offers investors returns that are linked to the performance of a variety of asset classes. The Group also has a revolving credit facility with a syndicate of banks led by Lloyds Banking Group. Currently, MF maintains a credit rating of BBB from Standard & Poor’s Ratings Group (“S&P”) and the Group maintains a credit rating of BBB- from S&P. This rating reflects the current opinion of S&P and remains subject to change. A downgrade of MF’s credit rating could have a material adverse impact on the ability of the Group to issue and sell the structured notes as the notes would be less attractive to potential investors. It may also lead to reputational damage to the Group as clients’ confidence in the Group may be affected by any credit rating downgrade. A credit rating downgrade of the Group’s credit rating could also impact the Group’s revolving credit facility as it may not be renewed at the end of the commitment period and the Group may be unable to replace it with other facilities on commercially favourable terms or at all. If the Group’s revolving credit facility is unavailable, the Group may need to raise additional funds externally, either in the form of debt or equity. As discussed above, the Group’s ability to raise additional funds externally may be impacted by any negative changes to its credit rating. Failure by the Group to maintain sufficient liquidity as a result of a credit downgrade impacting its ability to issue and sell notes under its structured notes programme or maintain or renew its revolving credit facility may have a material adverse effect on the Group’s business, financial condition, results of operations and prospects and limit the Group’s future growth potential. See paragraph 3.1 “—The Group requires financial liquidity to facilitate its day to day operations. Lack of sufficient liquidity could adversely impact the Group’s operations and limit the Group’s future growth potential” above. Moreover, a credit rating downgrade would also adversely impact the Group’s Commodity Hedging business. As a result of entering into certain OTC derivative transactions as principal, a lower credit rating would make its hedging solutions less attractive to current and prospective clients.

16 3.3. The Group is subject to risks in relation to its structured notes programme including investor claims, litigation, regulatory scrutiny and reputational damage, which may limit the Group’s ability to use the structured notes programme as a source of liquidity or result in losses or reputational damage. The Group’s structured notes programme is its principal source of liquidity. As of 31 December 2020, the total notional amount of notes issued under the Group’s structured notes programme was $370.7 million, with a further $6.0 million of structured notes issued under the Group’s Tier 2 programme. The value and quoted price of the structured notes at any time will reflect many factors and cannot be predicted. The following factors, amongst others, many of which are beyond the Group’s control, may influence the market value of the notes: • the volatility of the levels of the underlying assets; • whether the notes are linked to a single underlying asset or a basket of underlying assets; • the level, price, value or other measure of the underlying asset(s) to which the notes are linked; • economic, financial, regulatory, geographic, judicial, political and other developments that affect the level, value or price of the underlying asset(s), and any actual or anticipated changes in those factors; • interest rates and yield rates in the market; • the time remaining until the notes mature; and • the Group’s creditworthiness, whether actual or perceived, and including any actual or anticipated upgrades or downgrades in the Group’s credit ratings or changes in other credit measures. Changes in the above factors may adversely affect the value of the notes, including the price an investor may receive for the notes in any secondary market transaction. A decrease in the price an investor may receive for the notes may expose the Group to investor lawsuits and claims regarding potential mis- selling or accusations of misrepresentations regarding the notes and reputational damage associated with any such claims, all of which may have an impact on the Group’s ability to market, and investor demand for, the structured notes programme. A failure by the Group to market the programme or a lack of investor demand for the notes may decrease the Group’s net liquidity reserves thereby affecting its business, financial condition, results of operations and prospects. Furthermore, the Group uses third-party distributors to distribute structured notes issued under the programme to investors. If the distributors breach their contractual obligations to the Group to appropriately distribute the structured notes to the target market identified by the Group, or misrepresent the financial performance of the notes, the Group may be subject to mis-selling claims from investors in the structured notes. In addition, a distributor may otherwise breach its contractual obligations to the Group. For example, in 2020 one of the Group’s distributors failed to fulfil investor orders it had communicated to the Group and for which the Group had already entered into hedging transactions, which resulted in losses to the Group of $1.9 million when the hedging transactions had to be unwound. In addition, the structured notes programme may be subject to further review and scrutiny from regulatory bodies. See paragraph 2.3 “—The Group may fail to manage the growth of the Marex Solutions business effectively, including with respect to embedding effective internal controls and governance procedures” above. Any of the above factors may impair the Group’s development and use of the structured notes programme or have other adverse impacts on the Group’s business, financial condition, results of operations and prospects.

4. Risks Relating to Regulation

4.1. Failure to comply with law and regulation could subject the Group to enforcement or other action, force it to cease providing certain services, or oblige it to change the scope or nature of its operations. The Group operates in a highly regulated environment and is subject to complex regulatory requirements, including with respect to anti-financial crime regulation, regulatory capital requirements, reporting obligations and oversight of its internal control environment. Any failure to comply with applicable regulations could subject the Group to regulatory enforcement or other action. Regulatory compliance requires a significant commitment of resources. The Group’s ability to comply with applicable law and regulation is largely dependent on its establishment and maintenance of compliance, risk, control and reporting systems, as well as its ability to attract and retain qualified

17 compliance, risk and other control function personnel. These requirements may require the Group to make future changes to its management and support, control and oversight structure that could significantly increase the Group’s costs. See also paragraph 2.4 “—The Group identified historical weaknesses in its anti-money laundering systems and controls” above and paragraph 4.5 “—The amount of capital that the Group is required to hold or the liquidity requirements applicable to the Group may increase in the future, which could limit the Group’s flexibility regarding its capital or financial structure and its ability to pay dividends. Failure to maintain excesses over the minimum levels of capital and liquidity required could subject the Group to action by regulators or force it to change the scope of its operations” below. Failure to establish and maintain effective systems or to attract and retain appropriate personnel may increase the risk that the Group could breach applicable law and regulation, thereby exposing it to the risk of litigation or other action by regulators. Regulators have broad powers to investigate and enforce compliance with applicable rules and regulations, including the ability to require the appointment of a skilled person, impose censures or financial penalties or limit or withdraw authorisations which the Group requires to operate portions of its business. See also paragraph 4.2 “— The Group’s current regulatory authorisations for its operations could be withdrawn or limited, and the Group may be unable to obtain the necessary authorisations to expand its business into new jurisdictions” below. Failure to establish and maintain adequate compliance and control systems and to embed them effectively could subject the Group to regulatory inquiries, enforcement or other action, as well as reputational damage. The Group has engaged in correspondence with the FCA during April 2021 relating to the failure of the Group to remedy previously identified failings with respect to the establishment and the embedding of its new business approvals process, particularly as it relates to the Group’s fast-growing Marex Solutions business. This followed the FCA’s review in March/April 2021 of a report prepared during March/April 2020 and finalised in June 2020 by the Group’s internal audit function in relation to the adequacy and effectiveness of key controls in the establishment of the Group’s branch office in April 2020, which found that in certain respects the implementation of the process and the related internal controls had proved ineffective, the new business approval committee did not involve key functions on a timely basis and that the Group's operating requirements were not communicated effectively to key internal stakeholders. As a result, in April 2020 the Group's internal audit function also conducted a review of the effectiveness of the Group’s controls over business change more generally. The purpose of this more general review included the provision of key information to a newly appointed Global Change Manager (appointed in February 2020) in developing and implementing a new business change framework through a gap analysis of the Group’s existing business change processes and controls. The report concluded that a lack of effective governance processes was a key factor in the weaknesses identified in the Group’s existing business processes and controls, and that ineffective change planning, implementation processes and cultural issues were also key contributors to such weaknesses. The Group has explained to the FCA that a significant amount of the work undertaken in connection with the establishment of the Paris branch office was outside the new business approval committee process and, therefore, outside the scope of the internal audit report and not discussed in it, and that as a result there had been greater involvement by internal control functions in the process than was apparent from the internal audit report. Furthermore, the Group explained that since early 2020 enhancements had been made to the Group’s business change framework (including following the arrival of the newly appointed Global Change Manager) to address the identified weaknesses and improve governance processes as they relate to business change matters. The Group’s internal audit function, with assistance from an independent audit firm, will commence a scheduled independent audit of the new business change framework in May 2021 which is expected to be completed in July 2021, the results of which will be communicated to the FCA. The Group intends to consider the conclusions of the internal audit as part of an ongoing process of embedding its new business approvals process, with a particular focus on addressing control issues presented by the rapid growth of the Marex Solutions business. See also paragraph 2.3 “—The Group may fail to manage the growth of the Marex Solutions business effectively, including with respect to embedding effective internal controls and governance procedures” above. The Group makes numerous reports to regulators with respect to relevant trading activities, both on its own behalf and on behalf of certain of its clients, and failure to make such reports or any errors or discrepancies in such reporting could subject the Group to enforcement or other regulatory action. The Group has from time to time been subject to non-material fines by US regulators (such as the Mercantile Exchange (“CME”)) in connection with routine exchange supervisory matters as well as more material regulatory action from time to time. In 2019, the Group was subject to enforcement action from the CFTC in respect of a regulatory capital reporting issue. During an exchange audit, the

18 two entities were found not to have included a regulatory capital deduction in their respective capital computations equal to amounts drawn down under the Group’s revolving credit facility to which both entities were guarantors. Although the matter was settled with the CFTC for $370,000, the Group could be subject to fines or other regulatory action in the future. See also paragraph 2.2 “—The Group’s risk management policies, procedures and practices may not always have been effective and may not always be effective in the future, which could subject the Group to material regulatory, reputational and financial risks” and paragraph 2.6 “—The Group may not detect, deter or prevent misconduct, errors or fraudulent activity and may suffer losses either directly or as a consequence of fines, claims or damage to its reputation” above. Any failure by the Group to address these or any other issues or any future supervisory action, investigations or enforcement actions could adversely affect the Group’s reputation, could result in losses of clients and employees, a reduced ability to compete effectively, financial losses and potential litigation and regulatory actions and penalties against the Group.

4.2. The Group’s current regulatory authorisations for its operations could be withdrawn or limited, and the Group may be unable to obtain the necessary authorisations to expand its business into new jurisdictions. The loss of (or imposition of material limitations or conditions on) any of the Group’s authorisations, permissions or licenses to carry on regulated business could have a material impact on the Group. In particular, the loss of any FCA or CFTC authorisations would limit the Group’s operations in the United Kingdom and the United States. The United Kingdom and the United States contributed a significant proportion of the Group's operating profit in the year ended 31 December 2020, and limitations on the Group’s operations in either of those jurisdictions would have a significant adverse impact on the Group. More specifically, the loss of (or imposition of material limitations on) the Group’s permissions in relation to its Commercial Hedging business would have a material impact on the Group’s operating model. The Group operates a MIFID Organised Trading Facility (“OTF”) in Marex Spectron Europe Limited (“MSEL”) in Ireland; the loss of permission to operate this could impact clients of the Price Discovery business who require their trades to be executed on an OTF, with the result that they move their business to a competitor OTF operator. The loss, or imposition of material limitations or conditions on, or failure to obtain new authorisations, permissions or licenses could be caused by a number of factors. The most significant risk is a material failure to comply with applicable law and regulation. See paragraph 4.1 “—Failure to comply with law and regulation could subject the Group to enforcement or other action, force it to cease providing certain services, or oblige it to change the scope or nature of its operations” above. However, other factors (such as a transfer of oversight to a new regulator or a change in regulatory or government policy) could also affect these matters. If the Group fails to obtain regulatory authorisations, permissions or licenses in new jurisdictions in which it wishes to operate this could prevent the Group from maintaining or expanding its business. Any of these risks could have a material adverse effect on the Group's business, prospects, financial condition and results of operations.

4.3. Changes in law and regulation could have direct and indirect adverse impacts on the Group, its activities and clients and market dynamics and structure. The Group operates in a highly regulated environment and includes a number of entities which are regulated by financial regulators in a number of different jurisdictions, including the FCA in the United Kingdom and the CFTC, the National Futures Association (the “NFA”) and the Securities and Exchange Commission (the “SEC”) in the United States. The Group is subject to a wide range of regulation, including many of the post-2008 global financial crisis reforms, which have had an impact on the way the Group conducts its business. In the European Union and United Kingdom, this includes (among others) the EU and UK “onshored” second Markets in Financial Instruments Directive and Markets in Financial Instruments Regulation, the European Markets Infrastructure Regulation (“EMIR”), the Benchmarks Regulation, the Capital Requirements Regulation and Directive (“CRR” and “CRD IV”, respectively), the Market Abuse Regulation (Regulation (EU) No 596/2014) and the Regulation on wholesale energy market integrity and transparency (“REMIT”). In the United States, the key financial regulatory regimes that apply to the Group include the Dodd-Frank Act, the USA Patriot Act, the minimum capital requirements under the CFTC and the Exchange Act and the

19 requirements imposed by the SEC, state securities commissions, the Municipal Securities Rulemaking Board (the “MSRB”) and the Financial Industry Regulatory Authority (“FINRA”). The Group is subject to continued risk of legislative and regulatory change, which may further affect the Group’s business. The impact of regulatory change can be direct, for example by impacting the way in which trading in one or more products (whether exchange-traded or OTC derivatives) is undertaken (which might, for example, reduce the role of the Group as an intermediary in those markets) or through the introduction of new requirements relating to how the Group operates as an intermediary that it is unable respond to in a satisfactory way. In particular, changes in rules to enhance client protection or to regulate the operation of markets might restrict the scope of the Group’s activities. An increased burden of responding to regulators’ enquiries and supervision in connection with any such changes may require additional investment in management and support resources that could also increase the Group’s cost base. Future divergence between the UK and EU regulatory regimes could, in particular, result in regulatory change and increase the overall compliance burden for the Group. For example, EMIR introduced significant new rules governing the regulation of OTC derivative contracts. Further changes to EMIR or other relevant regulations might have the effect of driving more derivatives to be traded on-exchange rather than OTC, which would impact the Group’s business model. The impact of regulatory change can also be indirect, for example, by affecting the Group’s clients and their willingness and ability to trade (for example, by increasing costs, which could reduce transaction volumes). These or similar changes might also create new types of competition between the Group and other providers of similar services and products, or disadvantage the Group relative to its competitors operating under different regulatory environments. The Group may incur significant costs to enable it to comply with new regulations (for example, costs associated with establishing the necessary systems and procedures and training personnel). Even if successful in adapting its services, the initial and ongoing compliance costs may significantly increase the cost base of the Group. The Group may also face significant additional costs as a result of changes to reflect developing best practice or regulators’ expectations relating to the financial markets (for example, by enhancing its risk management controls). Any inability of the Group to adapt or deliver services that are compliant with new regulation could significantly adversely affect the Group and its competitive position, and therefore reduce the revenue and profitability of the Group, and future regulatory reform with which the Group is unable to comply may require it make more fundamental changes in its business model.

4.4. The Group may be required to comply with new regulation when it expands into new markets, launches new businesses or expands existing businesses, or when it acquires other companies and businesses. The Group may develop its activities or undertake other changes to its business that affect the nature of its customer base or the geographic markets in which it operates. This could bring the Group within the scope of new rules in regulations in various jurisdictions, which could increase the Group’s regulatory burden and require the Group to incur additional costs in order to develop systems and procedures to ensure compliance. It could also increase the risk of infringement of rules and regulations which may have serious adverse impacts for the Group. See paragraph 4.1 “—Failure to comply with law and regulation could subject the Group to enforcement or other action, force it to cease providing certain services, or oblige it to change the scope or nature of its operations” above. In the United States, for example, significant organic growth of the Group’s US OTC derivatives business could, in the future, trigger certain quantitative thresholds which might require the relevant Group entity to register as a swap dealer in the United States. Similarly, future acquisitions could result in the Group becoming subject to additional regulations in new or existing markets, the effect of which could have a broader impact on the Group. The Group may need to invest in additional resources to meet these requirements (such as additional risk management and compliance resources). For example, in August 2020 the Group acquired BIP AM SAS, which is regulated by Autorité des Marchés Financiers in France and subject (among other legislation) to the Alternative Investment Fund Managers Directive or “AIFMD” (Directive 2011/61/EU on Alternative Investment Fund Managers); additionally, in November 2020, the Group acquired XFA, which is regulated by the SEC in the United States as a broker-dealer.

20 4.5. The amount of capital that the Group is required to hold or the liquidity requirements applicable to the Group may increase in the future, which could limit the Group’s flexibility regarding its capital or financial structure and its ability to pay dividends. Failure to maintain excesses over the minimum levels of capital and liquidity required could subject the Group to action by regulators or force it to change the scope of its operations. The current regulatory regimes under which the Group operates require the maintenance of minimum levels of capital of sufficient quality in each of its regulated entities and on a consolidated Group basis. Certain regulated entities in the Group are subject to minimum liquidity requirements, which also apply on a consolidated Group basis. Any changes in the Group’s regulatory environment, the business of the Group or the imposition of new or increased regulatory requirements on any of the Group’s businesses in the future, could result in increased capital or liquidity requirements at the level of the holding company of the Group or individual regulated subsidiaries (or both). For the purposes of Group consolidated regulatory capital and liquidity requirements, the Company is treated as the ultimate parent undertaking. Consequently, all of the Group’s business is effectively included for purposes of calculating the Group’s consolidated requirements. Both individual and consolidated regulatory capital and liquidity requirements are subject to change either through changes to the relevant rules (in particular, as a result of the forthcoming UK Investment Firms Prudential Regime (“IFPR”) and EU Investment Firms Directive and Regulation (“IFD/IFR”)) or their application, or through changes to the scale and nature of the underlying business or particular issues affecting the business. Changes to the relevant rules (including under IFPRU and IFD/IFR) may result in the Group incurring implementation and additional compliance costs and require changes to the Group or its operations. For the purposes of the Group’s FCA-regulated entities and Group consolidation: • the capital resources requirement is the higher of (a) the minimum requirements calculated under Pillar 1 of the Capital Requirements Regulation (“CRR”), and (b) the Group’s assessment of its requirements under the Internal Capital Adequacy Assessment Process; • adequate liquidity resources (both in terms of amount and quality) must be held to ensure that liabilities can be met as they fall due, including under stressed conditions. For these purposes, the Group undertakes an Internal Liquidity Adequacy Assessment. The Group’s regulatory capital and liquidity assessments are subject to regular supervisory review by the FCA. The FCA generally imposes a scalar and other add-ons; these are subject to change and may increase in the future. The Group’s own assessment of its requirements is also subject to change from time to time and may increase in the future. Increases in individual or consolidated capital or liquidity requirements may restrict the ability of an entity to distribute its earnings within the Group or require additional capital to be injected into the Group or an individual entity, and may restrict the Group’s ability to pay interest, principal and dividends, or require the Group to raise additional capital or increase its indebtedness. Consequently, these regulations may limit the Group’s flexibility regarding its capital structure. Under CRR, where permitted, the Group calculates its capital requirements using its net exposure to clients, on the basis that its client agreements or ISDAs meet certain requirements. Changes to those requirements, or the Group’s ability to meet them (including changes in insolvency law in any material jurisdiction), could limit or prevent the Group’s ability to treat client exposures on a net basis. This could adversely affect the Group by requiring it to hold additional capital.

4.6. The Group holds client money and is subject to significant regulatory requirements when it does so. Failure to comply with the client money rules could expose the Group to the risk of litigation or enforcement action by regulators. MF holds client money in connection with its clearing business. Compliance with the client money rules has been a particular focus for regulators and in the United Kingdom a number of other regulated firms have been the subject of enforcement action (including substantial fines) for failure to comply with the rules and there can be no assurance that the Group will not be subject to any such enforcement action in the future. The nature and complexity of the client money rules means that compliance failings can occur inadvertently or in situations in which clients do not (or are not materially at risk of) suffering a loss. However, any material failure to comply with relevant rules exposes the Group to various risks, including

21 potential action by regulators and clients, financial loss (e.g., if the Group makes good losses suffered by a client), and adverse impacts on the Group’s reputation and relationships with clients. MF holds client money in segregated client accounts with banks and CCPs in accordance with the client money rules. This could expose the Group to the risk of failings by those entities, which could in turn result in a material loss for the Group if it is required to make good losses to clients.

4.7. Sustainable finance and environmental, social and governance factors are key focus areas for politicians, policy makers and regulators worldwide. Failure by the Group to keep pace with the growing body of legislative and regulatory reform in this area, and regulator and client expectations, could adversely affect the Group. Following widespread political commitments to achieving certain sustainable finance, environmental, social and governance (“ESG”) objectives, new ESG-related laws and regulations have been introduced in jurisdictions where the Group operates including in the United Kingdom, where Parliament has targeted a significant reduction of net emissions of greenhouse gases by 2050. It is expected that these will be expanded significantly in the future and this could introduce new requirements or otherwise have a material impact on the Group’s business and operations. New ESG requirements could also have a material impact on the Group’s clients and the manner in which they conduct their business, which could have an indirect effect on the Group. New rules may apply, for example, in respect of disclosure requirements, governance and risk management, benchmarks and the prudential framework. The nature of the Group’s business (in particular, the type of products traded) and its client base could mean that the effect of new ESG rules could be particularly significant. In particular, it could result in the need to change its business or operations, limit opportunities for further expansion, affect the Group’s competitive position, incur significant compliance and risk management costs, and lead to a decline in the demand for its services. Failure to comply with new ESG requirements or adapt to developing market practice and expectations could also result in regulatory action, reputational damage or adversely affect the Group’s relationship with its clients. See paragraph 2.15 “—Climate change and the transition to a lower carbon economy may lead to a decline in consumer demand and the size of the market for certain energy products” above for further information and other risks relating to climate change.

4.8. The Group continues to prepare for the discontinuation of LIBOR and other reference rates. Failure to properly prepare could have an adverse impact on the Group. The financial markets continue to work towards the discontinuation of the London Interbank Offered Rate (“LIBOR”) by the end of 2021 and other reference rates. The Group is taking steps to prepare for the discontinuation of those rates; this includes identifying alternative and suitable reference rates, communicating with clients and agreeing amendments to client documentation, ISDA Master Agreements and other relevant documentation. Failure to properly prepare for the discontinuation of these reference rates and update contractual documentation accordingly may give rise to contractual uncertainty, prevent the intended operation of certain categories of derivative contracts and potentially generate disputes with clients (which would adversely impact the Group through the risk of financial loss and the impact on the Group's reputation and client relationships). The transition from LIBOR and other reference rates is a priority for many regulators worldwide and, in particular, the FCA. Failure to properly prepare for the discontinuation and implement appropriate alternative measures might also attract action from regulators, including the FCA.

4.9. Acting as a regulated benchmark administrator would expose the Group to additional requirements and regulatory risk. The EU Benchmark Regulation imposes more onerous requirements on administrators of in-scope benchmarks. The Group does not currently administer benchmarks and takes steps to mitigate the risk of inadvertently doing so; however, changes to the Group’s business, particularly in relation to its structured notes business, could result in the Group becoming a benchmark administrator. If the Group is required to become a benchmark administrator in order to carry on its business it may need to incur significant time and costs to comply with the additional requirements. If the Group inadvertently acts as a benchmark administrator without appropriate authorisation, this could expose the Group to the risk of regulatory action. See paragraph 4.1 “—Failure to comply with law and regulation could subject the Group to enforcement or other action, force it to cease providing certain services, or oblige it to change the scope or nature of its operations” above.

22 4.10. The Group’s financial position and results of operations could be adversely affected by changes in taxation rates and regimes, failure to comply with tax requirements, and from challenges by tax authorities. The Group is subject to taxes in the various jurisdictions in which it operates and any failure to comply with all local tax rules and regulations may result in penalties and fines being imposed on the Group. The Group is exposed to changes in taxation rates and regimes which may result in an increased proportion of the Group’s profit being paid in taxation, or may result in parts of the Group’s activities becoming less profitable or unprofitable through the imposition of higher transaction taxes or indirect taxes borne by the Group or its clients. The Group may also be exposed to tax issues including through businesses that have been acquired, and the Group may be subject to challenge from tax authorities on these or other matters that may result in significant tax payments being required to be made in the future.

4.11. Laws and regulations relating to data privacy and cross-border data transfer restrictions are complex and continue to evolve, and may subject the Group to increased costs, legal claims, fines, or reputational damage. The secure transmission of confidential information over public and private networks is a critical element of the Group’s operations. The Group’s activities also require the recording, storing, manipulation and dissemination of significant amounts of data. While the Group maintains electronic and physical security measures, any failure by the Group to maintain the confidentiality of information or other data security failures could impact the Group’s ability to trade effectively and could result in significant financial losses, litigation by its clients or counterparties and regulatory sanctions as well as adverse reputational effects. Laws and regulations relating to data privacy, cloud computing, and cross-border data transfer restrictions are complex and continue to evolve. For example, the EU’s General Data Protection Regulation (EU) 2016/679 (the “GDPR”), which came into force in May 2018, applies in a cross-border context, imposing obligations and creating rights regarding the handling, storage, and transmission of personal data. The GDPR requires organisations to have appropriate technical and organisational measures in place to protect personal data. Should an EU data protection regulator conclude that a breach of confidentiality or other data security failure was a result of the Group not having adequate technical and organisational security measures in place (or a result of any other breach of the GDPR), the Group could face significant sanctions, with the maximum fine for the most serious compliance failures set at the higher of €20 million or up to 4% of the annual worldwide group turnover. Further, the Group cannot predict how future laws and regulations, or future interpretations of current laws and regulations will affect its business or its clients, and the cost of compliance. Changes in these laws and regulations across different jurisdictions could impact the Group’s ability to deploy its services in multiple locations. Notably, the United Kingdom has now left the European Union and the Brexit transition period has ended. In UK law, the GDPR has been replaced by the UK GDPR, which is the UK version of the GDPR and part of UK law by virtue of the European Union Withdrawal Act 2018. In addition, it is still unclear whether the United Kingdom will be granted an adequacy decision by the European Union. As a result, international transfers of personal data to and from the United Kingdom may become more challenging than they are currently, not only if the European Union does not grant the United Kingdom an adequacy decision but also as a result of the recent Schrems II decision from the European Court of Justice. In addition, the Schrems II decision will likely affect the Group's ability to transfer personal data internationally more widely, especially where transfers to and from the United States are concerned. Such evolving laws and regulations, and the impact of any breaches thereof, could expose the Group to increased risk of legal proceedings, material monetary damages, fines and penalties for such losses under applicable legal or regulatory frameworks and result in reputational damage, loss of clients, or higher operating costs, and may have an adverse impact on the Group’s business, financial condition, results of operations and prospects.

23 PART II

IMPORTANT INFORMATION

1. General No representation or warranty, express or implied, is made and no responsibility or liability is accepted by any person, other than the Company, the Directors and the Proposed Director, as to the accuracy, completeness, verification or sufficiency of the information contained herein, and nothing in this Registration Document may be relied upon as a promise or representation in this respect, as to the past or future. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Registration Document and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Company, the Directors or the Proposed Director. Without limitation, the contents of the websites of the Group do not form part of this Registration Document and information contained therein should not be relied upon by any person. The delivery of this Registration Document shall not, under any circumstances, create any implication that there has been no change in the business or affairs of the Group since the date of this Registration Document or that the information contained herein is correct as of any time subsequent to its date. A copy of this Registration Document has been filed with, and approved by, the FCA and has been made available to the public in accordance with the Prospectus Regulation Rules. This Registration Document may be combined with a securities note and summary to form a prospectus in accordance with the Prospectus Regulation Rules. A prospectus is required before an issuer can offer transferable securities to the public or request the admission of transferable securities to trading on a regulated market. However, this Registration Document, where not combined with a securities note and summary to form a prospectus, does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company in any jurisdiction, nor shall this Registration Document alone (or any part of it), or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to any offer or otherwise. The contents of this Registration Document are not to be construed as legal, business or tax advice. This Registration Document is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Company, the Directors, the Proposed Director, any of the Company’s advisers or any of their affiliates or representatives regarding the securities of the Company.

2. Forward-looking statements This document includes forward-looking statements. These forward-looking statements include, but are not limited to, statements other than statements of historical facts contained in this document, including, without limitation, those regarding intentions, beliefs or current expectations for the Group concerning, among other things, its future financial condition and performance and results of operations; its strategy, plans, objectives, prospects, growth, goals and targets; future developments in the industry and markets in which the Group participates or is seeking to participate; and anticipated regulatory changes in the industry and markets in which the Group operates. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “guidance”, “intend”, “may”, “plan”, “project”, “should” or “will” or, in each case, their negative, or other variations or comparable terminology. By their nature, forward-looking statements are subject to known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and the Group’s actual financial condition, results of operations, cash flows and distributions to shareholders and the development of its financing strategies, and the development of the industry in which it operates, may differ materially from the impression created by the forward-looking statements contained in this document. In addition, even if the Group’s financial condition, results of operations, cash flows and distributions to shareholders and the development of its financing strategies, and the development of the industry in which it operates, are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods.

24 Forward-looking statements should, therefore, be construed in light of the foregoing risk factors and the other factors identified in Part I of this document entitled “Risk Factors”. Undue reliance should not be placed on these forward-looking statements. These forward-looking statements are made as at the date of this document and are not intended to give any assurance as to future results. The Company, the Directors, the Proposed Director and the Company’s advisers expressly disclaim any obligation or undertaking to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or regulation. You are advised to read this document in its entirety, and, in particular, Part I (Risk Factors), Part V (Business Overview) and Part IX (Operating and Financial Review) of this document. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this document may or may not occur.

3. Market and industry data Certain information in this document has been sourced from third parties. Where information in this document has been sourced from third parties, the source of such information has been clearly stated adjacent to the reproduced information. All information contained in this document which has been sourced from third parties has been accurately reproduced and, as far as the Company is aware and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. All references to market data, industry statistics and forecasts and other information in this document consist of estimates based on data and reports compiled by industry professionals, organisations, analysts, publicly available information or the Company’s own knowledge of its sales and markets. Market data and statistics are inherently speculative and are not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgements by both the researchers and the respondents, including judgements about what types of products and transactions should be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that (i) the markets may be defined differently, (ii) the underlying information may be gathered by different methods and (iii) different assumptions may be applied in compiling the data. Accordingly, the market statistics included in this document should be viewed with caution.

4. Presentation of financial and other information

4.1. Sources of financial information Unless otherwise indicated, the financial information included in this document has been extracted without material adjustment from the following sources: • the historical financial information of the Group as at and for the years ended 31 December 2020, 2019 and 2018 included in Section A of Part X (Historical Financial Information) of this document (the “Group Financial Statements”); and • the historical financial information of RCG (the business of which the Group acquired in February 2019) as at and for the one month ended 1 February 2019 and as at and for the year ended 31 December 2018 included in Section C of Part X (Historical Financial Information) of this document (the “RCG Financial Statements”, together with the Group Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) as well as interpretations issued by the IFRS Interpretations Committee (“IFRIC”) as endorsed by the European Union. The Financial Statements are covered by the accountants’ reports included in Sections B and D of Part X (Historical Financial Information) of this document which were prepared in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. None of the financial information used in this Registration Document has been audited in accordance with auditing standards generally accepted in the United States of America or auditing standards of the Public Company Accounting Oversight Board (United States). The Group adopted IFRS 16 (as issued by the IASB in January 2016) (Leases) as at 1 January 2019, using the modified retrospective approach. Under this transition method, comparative information is not

25 restated and cumulative adjustments on initial application are recognised in the opening balance sheet as at 1 January 2019. On adoption, right of use assets and lease liabilities were brought onto the balance sheet for $12.5 million and $14.2 million, respectively, and the related expenses are recognised in the income statement as depreciation and interest costs instead of lease expenses. The Group Financial Statements for the year ended 31 December 2018 do not reflect the changes from the application of IFRS 16. Those consolidated financial statements applied IAS 17 and related interpretations, which was the accounting standard in effect at that time for that period. The Group acquired the business of RCG in February 2019. For comparative purposes, in addition to the Group Financial Statements, this document also contains separate historical financial information for RCG for the portion of the periods under review before the business of RCG was acquired by the Group. The RCG Financial Statements have been prepared in a manner consistent with the accounting policies adopted by the Group in preparing the Group Financial Statements.

4.2. Non-IFRS alternative performance measures This document contains certain unaudited alternative performance measures that are not required by or presented in accordance with IFRS, including net revenue, adjusted operating profit before taxation, adjusted operating margin, adjusted operating cash conversion, net liquid resources and total available liquid resources. Such non-IFRS alternative performance measures are included in this document because they are used by management to help evaluate growth trends, establish budgets and assess the financial and operational performance of the Group. The Directors and the Proposed Director also believe that these or similar measures are used by securities analysts, investors and other interested parties as supplemental measures of financial and operational performance. The non-IFRS alternative performance measures contained in this document have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, measures presented in accordance with IFRS. In addition, the non-IFRS alternative performance measures presented by the Group may not be comparable to similarly titled measures presented by other businesses, as such businesses may define and calculate such measures differently than the Group. Accordingly, undue reliance should not be placed on the non-IFRS measures contained in this document.

4.2.1. Net revenue Net revenue represents revenue after cost of trade, bad debt and interest income from operations. The following table sets out a reconciliation of net revenue to the closest IFRS measure (revenue) by business segment for the periods indicated.

26 Year ended 31 December 2020 2019 2018 ($ million) Market Making Revenue ...... 235.7 80.0 70.8 Cost of trade...... (134.0) (13.8) (10.1) Bad debt ...... (0.1) - - Interest income from operations ...... - - - Net revenue...... 101.6 66.2 60.7 Commercial Hedging Revenue ...... 394.8 347.1 194.4 Cost of trade...... (229.9) (224.0) (98.3) Bad debt ...... (4.5) (0.9) (1.6) Interest income from operations ...... 21.2 36.7 15.1 Net revenue...... 181.6 158.9 109.6 Price Discovery Revenue ...... 128.3 124.1 119.6 Cost of trade...... (0.4) (0.7) (0.5) Bad debt ...... - - - Interest income from operations ...... - - - Net revenue...... 127.9 123.4 119.1 Data & Advisory Revenue ...... 3.6 3.7 3.6 Cost of trade...... - - - Bad debt ...... - - - Interest income from operations ...... - - - Net revenue...... 3.6 3.7 3.6

Total net revenue ...... 414.7 352.2 293.0

Total revenue ...... 762.4 554.9 388.5

4.2.2. Adjusted operating profit before taxation and adjusted operating margin Adjusted operating profit before taxation represents profit before taxation excluding items that are considered by management to be non-recurring and thus not representative of the underlying performance of the Group. Adjusted operating margin represents adjusted operating profit before taxation divided by net revenue, expressed as a percentage. The following table sets out a reconciliation of adjusted operating profit before taxation and adjusted operating margin to the closest IFRS measure (profit before taxation) for the periods indicated.

27 Year ended 31 December 2020 2019 2018 ($ million) Profit before taxation ...... 55.0 46.6 13.4 Contingent consideration(1)...... (1.8) (1.5) - Right-of-use asset impairment(2) ...... 1.7 - - Impairment of goodwill(3) ...... 1.7 - - Legal provisions(4) ...... - 5.8 31.9 Dividends received ...... - - (0.1) Intangible asset amortisation(5) ...... 0.4 0.4 - Shareholder fees(6) ...... 1.7 1.4 0.4 Onerous leases(7) ...... - 0.7 - Transaction expenses(8) ...... 2.8 - - Adjusted operating profit before taxation ...... 61.5 53.4 45.6

Net revenue(9) ...... 414.7 352.2 293.0 Adjusted operating margin...... 14.8% 15.2% 15.6%

(1) Contingent consideration for the years ended 31 December 2020 and 2019 represented the amount payable to RCG’s former owners. During the years ended 31 December 2020 and 2019 this was reassessed for the likelihood of payment, and given the performance of the RCG division on a statutory basis, resulting in exceptional income. (2) Right-of-use asset impairment for the year ended 31 December 2020 represented the impairment of the non-current asset relating to the lease of the Copthall property. The Copthall lease formed a significant part of the ProTrader, where space was sub-let to traders under the ProTrader umbrella. The sub-leasing arrangement has now become uneconomic and the impairment is a reflection of this. (3) Net impairment of goodwill for the year ended 31 December 2020 relates to the Group’s investment in its acquired entities where the book value exceeded the estimated recoverable value. (4) Legal provisions for the years ended 31 December 2019 and 2018 represented provisions with respect to the warehouse receipts litigation described in paragraph 11 in Part V (Business Overview) of this document. (5) Intangible asset amortisation for the years ended 31 December 2020, 2019 and 2018 represented the amortisation of the all customer list intangible assets. The customer lists being amortised were recorded as a result of historic acquisitions and will continue until fully amortised. It is expected that the intangible asset will contribute towards future revenue generation. (6) Shareholder fees for the years ended 31 December 2020, 2019 and 2018 represented management fees payable to JRJ Group. (7) Onerous leases for the year ended 31 December 2019 represented the onerous leases cost for a property in Chicago which was no longer being used. (8) Transaction expenses for the year ended 31 December 2020 represented expenses in connection with the Company’s proposed initial public offering. (9) See paragraph 4.2.1 “—Net revenue” above for a reconciliation of net revenue to the closest available IFRS measure (revenue).

4.2.3. Adjusted operating cash conversion Adjusted operating cash conversion represents adjusted operating free cash flow divided by adjusted operating profit before taxation, depreciation and amortisation, expressed as a percentage. The following table sets out a calculation of adjusted operating profit before taxation, depreciation and amortisation and adjusted operating free cash flow from adjusted operating profit before taxation for the periods indicated. For a reconciliation of adjusted operating profit to the closest available IFRS measure (profit before taxation), see paragraph 4.2.2 “—Adjusted operating profit before taxation and adjusted operating margin” above.

28 Year ended 31 December 2020 2019 2018 ($ million) Adjusted operating profit before taxation(1) ...... 61.5 53.4 45.6 Add back: Depreciation and amortisation ...... 10.0 8.2 1.4 Adjusted operating profit before taxation, depreciation and amortisation ...... 71.5 61.6 47.0

Less: Capital expenditure(2) ...... (4.5) (2.8) (2.6) Less: Purchase of intangible assets(3) ...... (0.7) (2.4) 0.0 Adjusted operating free cash flow ...... 66.3 56.5 44.4

Adjusted operating cash conversion ...... 92.7% 91.7% 94.5%

(1) For a reconciliation of adjusted operating profit before taxation to the closest available IFRS measure (profit before taxation), see paragraph 4.2.2 “—Adjusted operating profit before taxation and adjusted operating margin” above. (2) Capital expenditure relates to the amount of expenditure directly associated with capital assets, specifically property, software and equipment. (3) Intangible assets relates to the purchase of non-essential software and does not include the impact of any acquisitions.

4.2.4. Net liquid resources Net liquid resources represents the sum of cash at banks, unencumbered treasuries, unencumbered agencies and excess LME house forward profits. Net liquid resources is used by the Group (together with total liquid available resources) to monitor and assess the Group’s liquidity on a day-to-day basis. The following table sets out the components of net liquid resources as at the dates indicated.

As at 31 December 2020 2019 2018 ($ million) Non-segregated cash at banks(1) ...... 228.3 166.0 157.0 Unencumbered treasuries(2) ...... 74.5 37.0 52.1 Excess LME house forward profits(3) ...... - - - Other(4) ...... - 18.8 31.1 Net liquid resources ...... 302.8 221.8 240.2

(1) Non-segregated cash at banks represents non-segregated bank statement balances. Non-segregated cash at banks differs from cash and cash equivalents as per the face of the Group’s balance sheet as cash and cash equivalents includes house liquidity supporting over-segregation required in the United States to ensure that the segregated and secured client accounts are never in deficit, and cash held as collateral at the Group’s broker to support its equities business, whereas non- segregated cash at banks excludes these amounts. (2) Unencumbered treasuries represent Group treasuries which have not been pledged or repurchased. (3) Excess LME house forward profits represent LME house forward profits in excess of LME house margin requirements which can converted to cash and are therefore considered to be part of the liquidity pool. (4) As at 31 December 2019 and 2018, the Group reported net liquid resources on a T+1 start-of-day basis which incorporated T+1 clients on call, overnight excess/deficits at exchanges which would monetise on a T+1 basis and any known draws on/repayments of credit facilities. This process was updated in 2020 and accordingly net liquid resources as at 31 December 2020 is reported on an actual end-of-day basis. As a result, only the 2019 and 2018 figures above include T+1 flows.

4.2.5. Total available liquid resources Total available liquid resources represents the sum of net liquid resources and amounts available under the Amended and Restated Facility Agreement. Total available liquid resources is used by the Group (together with net liquid resources) to monitor and assess the Group’s liquidity on a day-to-day basis. The following table sets out the components of total available liquid resources as at the dates indicated. See also paragraph 4.2.4 “—Net liquid resources” above.

29 As at 31 December 2020 2019 2018 ($ million) Net liquid resources(1) ...... 302.8 221.8 240.2 Amounts available under secured revolving credit facility(2) .... 165.0 165.0 120.0 Amounts available under secured receivables financing facility(3) - - 7.0 Total available liquid resources ...... 467.8 386.8 367.2

(1) See paragraph 4.2.4 “—Net liquid resources” above. (2) The committed revolving credit facility was sized at $120.0 million as at 31 December 2018 and increased to $165.0 million as at 31 December 2019. The facility remained undrawn as at the dates indicated. (3) The receivables finance facility was terminated in 2019. Although the facility was sized at $10.0 million, the brokerage receivables available to draw against would typically be in the $7.0 million range.

5. Currency presentation Unless otherwise indicated, all references in this Registration Document to “sterling”, “pounds sterling”, “GBP”, “£”, or “pence” are to the lawful currency of the United Kingdom. All references to “EUR”, “euro” or “€” are to the lawful currency of the European Union. All references to “US dollar”, “USD” or “$” are to the lawful currency of the United States.

6. Exchange rate information The following table sets out, for the periods set forth below, the average exchange rates of US dollars to pounds sterling. The rates below may differ from the actual rates used in the preparation of the Financial Statements and other financial information that appears elsewhere in this Registration Document. The inclusion of these exchange rates is for illustrative purposes only and does not mean that the sterling amounts actually represent such US dollar amounts or that such sterling amounts could have been converted into US dollar at any particular rate, if at all.

US dollars per £1.00

Period End Average High Low 2016 ...... 1.234 1.3554 1.4877 1.2123 2017 ...... 1.3513 1.2889 1.3594 1.2047 2018 ...... 1.2754 1.335 1.4339 1.2487 2019 ...... 1.3257 1.2768 1.3338 1.2033 2020 ...... 1.367 1.284 1.367 1.1485 January 2021 ...... 1.3708 1.3644 1.3736 1.3518 February 2021 ...... 1.3933 1.3868 1.4141 1.3647 March 2021 ...... 1.3783 1.3861 1.3991 1.3686 April 2021 ...... 1.3822 1.3843 1.3986 1.3707

7. Roundings Certain financial data and percentages have been rounded. As a result of such rounding, the totals of financial data presented in this document may vary slightly from the actual arithmetic totals of such data and percentages in tables may not add up to 100%.

8. No profit forecast or estimates Unless otherwise stated, no statement in this document is intended as a profit forecast or estimate for any period and no statement in this document should be interpreted to mean that earnings for Marex for the current or future financial years would necessarily match or exceed the historical published earnings for Marex.

9. No incorporation of website information The contents of Marex’s website or any hyperlinks accessible from it do not form part of this document.

10. Definitions Certain terms used in this document, including capitalised terms and certain technical terms, are defined and explained in Part XII (Definitions) of this document.

30 PART III

DIRECTORS, PROPOSED DIRECTOR, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors Carla Stent ...... Non-Executive Chair Ian Lowitt ...... Chief Executive Officer Paolo Tonucci ...... Chief Financial Officer Lord Stanley Fink ...... Non-Executive Director Diane Moore ...... Non-Executive Director Jeremy Isaacs ...... Non-Executive Director Roger Nagioff ...... Non-Executive Director Henry Richards ...... Non-Executive Director Daniel Hallgarten ...... Non-Executive Director Joseph Cohen ...... Non-Executive Director

Proposed Director Ed Warner ...... Non-Executive Director

Company Secretary Scott Linsley

Registered and head office of the Company Marex Spectron Group Limited 155 Bishopsgate London EC2M 3TQ

Legal advisers to the Company as to English and US law Herbert Smith Freehills LLP Exchange House Primrose Street London EC2A 2EG

Auditors and Reporting Accountants Deloitte LLP Hill House 1 Little New Street London EC4A 3TR

31 PART IV

INDUSTRY OVERVIEW

1. Introduction The Group is an essential global liquidity hub, connecting its clients to energy, commodity and financial markets, which it combines with a technology and data driven approach embedded throughout the organisation. The Group primarily provides a broad service offering across energy, commodity and financial markets through its Market Making, Commercial Hedging, Price Discovery and Data & Advisory businesses, and has strong positions across its core energy and commodities markets. Each of these businesses operates in different commodity and non-commodity markets, which can be broadly summarised as follows: • Market Making: Provides liquidity and brokerage services to professional and wholesale counterparties across metals and agriculture markets, as well as energy derivatives through the Group’s CSC business. • Commercial Hedging: Provides clients with execution and clearing services in metals, energy and agricultural products. The business also offers financial futures and options, alongside OTC hedging services and customised OTC derivative solutions through the Group’s structured notes business. • Price Discovery: Uses the Group’s existing knowledge base to match buyers and sellers in the OTC energy market. • Data & Advisory: Adds value to the Group’s other services across all key commodity and non- commodity markets. The Group has 37 exchange memberships and is a leading operator in the markets in which it operates, including on three key global exchanges: the LME, the CME and the Intercontinental Exchange Group (“ICE”).

2. The markets in which the Group operates An overview of each of the commodity and non-commodity markets in which the Group operates is provided below.

2.1. Metals The Group’s Commercial Hedging and Market Making businesses operate in the metals markets. The Group operates across key products in the metals markets, including base metals, which are non- ferrous industrial metals such as copper, aluminium, lead, nickel, tin and zinc; ferrous metals, which are metals containing iron, including steel; and precious metals, including gold and platinum. The Group’s teams are based in Houston, New York and Hong Kong and provide execution, liquidity and high-quality insight across the metals markets, with execution and clearing services for exchange- traded derivatives on the LME, where the Group is a Category One member, the CME, the Hong Kong Exchanges and Clearing Ltd and the Dubai Gold and Commodities Exchange, as well as off-exchange precious metal products. The Group is also a member of the London Bullion Market Association (“LBMA”) and CME (COMEX/NYMEX), providing execution and clearing services to industrial participants, hedge funds, commodity trading advisers and trading houses. The services provided in metals markets include 24-hour global coverage and pricing of metals in non- USD denominations through the Group’s in-house foreign exchange capability.

2.2. Agricultural products The Group’s Commercial Hedging and Market Making businesses operate in the agricultural products markets. The Group has one of the largest and most experienced agricultural teams in the market, with established teams in London, New York and Chicago. The Group includes RCG, which has been one of the mainstays on the CME trading floors since 1923. The Group has deep experience across agricultural products, with a research-led process that provides clients with brokers that specialise in specific commodities for best execution.

32 The Group clears major global agricultural contracts and its principal agricultural products are cocoa, coffee, grains (including wheat, rapeseed and corn), livestock and sugar. The Group operates across major exchanges for agricultural products, including the CME, ICE, MATIF and MGEX.

2.3. Energy The Group’s Commercial Hedging and Price Discovery businesses operate in the energy markets. The Group is a major liquidity provider in energy markets, with teams based in London, New York, Houston, Connecticut, Calgary, Singapore and Dublin. It offers clients both voice and screen options, on and off-exchange, along with an extensive range of execution, clearing and research services. The Group operates across major energy products, including: • Natural Gas: The Group’s integrated OTC system allows clients to trade a variety of natural gas products at major hubs in Europe and the United States, while its exchange brokering team offers clients execution and clearing for ICE gas products. • Coal: The Group launched its online marketplace for coal in 1999. Today it offers a hybrid electronic service for global coal swaps markets from its offices in London and Singapore. It was also the first provider to offer Chinese swaps coverage in 2011. The Group’s global physical coal desk offers clients access to a network of spec and off-spec thermal and coking coal market participants globally. • Oil and oil products: With desks in the United States and Europe, the Group offers coverage of OTC crude products, swaps and options markets and a full exchange-traded execution and clearing service for CME, Nymex and ICE contracts. The Group offers a full range of contracts and execution options. Its main products in oil include West Texas Intermediate, Brent, Canadian Crude, fuel oil, gasoil and middle distillates, including gasoline. • Energy options: The Group’s energy options business covers major European gas, power, emissions and coal options markets. Services include a price and volatility report for options traders and analysts alongside other key market data provided via the Group’s Vantage service. • Power: The Group offers a platform for power to be traded across European markets.

2.4. Freight The Group’s Commercial Hedging business operates in the freight market. The Group’s freight desk operates in the marketplace for tanker freight derivatives and options, with broker offices in London and . It offers voice and screen trading and provides spreads and options on all tanker routes. The Group’s integrated screen allows clients to combine clearing services from Nasdaq, CME and ICE with contracts available on a monthly, quarterly and yearly basis. Time and quality spreads are also offered by the Group on all the major routes.

2.5. Financial instruments The Group’s Commercial Hedging business operates in the financial instruments markets. The Group has teams based in London and Chicago and provides 24-hour, independent and intelligence-led futures and options coverage on major global exchanges. Specialist voice broking teams analyse market themes in fixed income, developing and generating intelligent trade ideas for individual and institutional clients. The teams also source new pools of liquidity and provide execution of complex options strategies.

3. Market and competitive landscape

3.1. Market size The Directors and the Proposed Director believe that the Group operates in large, structurally growing markets. The size and global nature of the markets in which the Group operates means that estimates of the total market size are difficult to produce. However, the Directors and the Proposed Director believe that the volumes for exchange-traded energy and commodity derivative volumes give an indication of

33 the size and growth of these markets over time. The volumes for exchange-traded energy and commodity derivatives are shown in the charts below:

Source: Company information, Bloomberg, BIS.

3.2. Competitive landscape The commodities trading, broking and futures commission merchant (“FCM”) market is highly fragmented, with large numbers of FCMs and brokers on the LME, CME and ICE exchanges, while many more exist outside these exchanges. There are few listed independent broker and market makers in the sector. The Directors and the Proposed Director believe that, while there is some overlap between the Group and the businesses named above, no single comparable business provides the same spectrum of services as the Group.

3.2.1. Market Making The Directors and the Proposed Director believe that the Group’s key competitive advantages in Market Making include its spread of products (especially in low liquidity products), client relationships, market knowledge, technology capabilities and ability to be a “one stop shop” across market making, broking and clearing. The Directors and the Proposed Director believe that key competitors of the Group within Market Making include the following: • Metals: StoneX, ED&F Man, GFI Group, Koch and Sucden Financial. • Energy: Mandara, VCMT and Onyx Capital Group. • Agriculture: StoneX, Sigma and SCS Commodities Corp. • Financial: Société Générale, J.P. Morgan, Goldman Sachs, Morgan Stanley, Standard Chartered, ICBC, Citi and BNP Paribas.

3.2.2. Commercial Hedging The Directors and the Proposed Director believe that the Group’s key competitive advantages in Commercial Hedging include its technological capabilities and its agility and flexibility of product offering. The Directors and the Proposed Director believe key competitors of the Group within Commercial Hedging include the following: • Commodity Solutions: StoneX, Macquarie, Amius, ED&F Man and Cargill. • Financial Products: Société Générale, J.P. Morgan, Goldman Sachs, Morgan Stanley, Citi, BNP Paribas and Leonteq.

3.2.3. Price Discovery The Directors and the Proposed Director believe that key competitors of the Group within Price Discovery include TP ICAP, Clarkson, GFI Group, TFS and OTC Global Holdings.

3.3. Market share The Group has strong market positions in certain of the key markets in which it operates. The Group’s estimated market share in its major markets is set out below: • Metals:

o LME total market share: 16%

34 o Category 1 Member and leading Ring Dealer on the LME • Agriculture:

o Cocoa options (London and New York) market share: 45% o Coffee options (London and New York) market share: 20% o Sugar options (London and New York) market share: 20% • Energy:

o European Power market share: 22% o US Fuel Oil market share: 24% o European Fuel Oil market share: 29%

Source: Company information; based on the Group’s average market shares in 2020.

4. Trends in the markets in which the Group operates The Directors and the Proposed Director have identified several key trends which impact the markets in which the Group operates:

4.1. Increasing levels of regulation Reforms to the regulatory landscape in the commodities and financial markets have increased costs and barriers to entry. These include capital requirements regulation, increased compliance and reporting obligations and requirements in relation to systems and exchange memberships. The Directors and the Proposed Director believe that this increased regulatory burden makes it difficult for competitors to offer broad, global solutions due to the complexity of operating across multiple markets and products. To be able to operate and compete across global markets requires approved regulatory status and authorisations across a number of specialisms, including as a broker-dealer and an FCM. These regulatory requirements in multiple jurisdictions place an increasing compliance burden on many smaller firms. The Directors and the Proposed Director believe that increasingly customers in the markets in which the Group operates are seeking to transact with well capitalised counterparts who have good relationships with regulators and who require more capital and liquidity to operate. In the Group’s markets it is becoming increasingly critical to have a solid capital base and sufficient committed facilities to provide strong liquidity.

4.2. Evolving technology Advances in technology have transformed the markets in which the Group operates in the last decade and are continuing to do so. These advances include increased digitisation, greater use of data analytics and greater reliance on electronic trading platforms. In order to be able to operate successfully it is becoming increasingly important to be able to leverage modern, efficient technology and to offer additional technology services to market participants to provide an attractive customer proposition. Technology underpins order management, market data, order routing, processing, risk management and market surveillance operations, and effective technology is therefore a key part of the value proposition for market participants. These rapidly evolving technological requirements make it increasingly difficult for smaller operators who lack sufficient resources to invest in technology, and larger operators with legacy technology systems, to compete in the markets in which the Group operates.

4.3. Changing competitive dynamic Increasing levels of regulation and evolving technology requirements have increased the pressure on sub-scale financial services providers, while investment banks have been exiting a business which is increasingly burdensome due to the evolving nature and increasing regulatory requirements. This has led to mid-sized participants in the markets in which the Group operates seeking new service providers where they may no longer be served by investment banks that have exited or are exiting such markets, or which have increased the minimum size of transaction, and where smaller competitors are unable to keep pace with the increasing demands within the industry.

35 The increasing regulatory burden and technological requirements mean that the Directors and the Proposed Director believe that the markets in which the Group operates provide a substantial opportunity for consolidation through acquisitions in what remains a highly fragmented market, and increases the attraction for smaller operators of becoming part of an international group such as Marex.

36 PART V

BUSINESS OVERVIEW

1. Introduction The Group is an essential global liquidity hub, connecting its clients to energy, commodity and financial markets, which it combines with a technology and data driven approach embedded throughout the organisation. The Group is headquartered in London with a focus on markets in the United Kingdom, Europe and North America, in addition to a presence in Asia. The Group has 19 offices and approximately 1,000 employees and has 37 global exchange memberships. The Group provides a broad and specialised service offering, primarily across energy, commodity and financial markets through its Market Making, Commercial Hedging, Price Discovery and Data & Advisory businesses, and has strong positions across its core energy and commodities markets. The Group executed around 35 million trades and cleared over 175 million contracts in the year ended 31 December 2020. The Group’s Market Making business provides liquidity and brokerage services to professional and wholesale counterparties across metals, agriculture and energy markets. The Commercial Hedging business provides clients with execution and clearing services in metals, energy and agricultural products and financial futures and options, alongside OTC hedging services and customised OTC derivative solutions through the Group’s structured notes business. The Group’s Price Discovery business uses the Group’s existing knowledge base to match buyers and sellers in the OTC energy market, while the Group’s Data & Advisory business encompasses its proprietary research, technology and data offerings, including Neon trading, and adds value to the Group’s other services. The Group has a diverse all-to-all client base, increasingly catering to financial clients, including banks, asset managers and hedge funds, alongside its traditional consumer and producer clients. The Group’s geographic coverage is also increasingly broad, particularly following the acquisition of the business of RCG in February 2019, which significantly enhanced the Group’s market position in North America and provides a platform for further expansion. The Directors and the Proposed Director consider the diversity of the Group, in terms of its services, product offerings, client base and geographic coverage, to be a key strength which distinguishes the Group from its competitors and which the Group can leverage to grow and improve the quality of its earnings. The Directors and the Proposed Director believe that the success of the Group is underpinned by its five core values, which are embedded across the firm. These are: • Respect: the Group is committed to respecting its clients and always treating them fairly. • Integrity: the Group is committed to doing business “the right way” and upholding high ethical standards. • Collaborative: the Group aims to foster a culture which values open and direct communication and a willingness to work hard and collaboratively. • Developing our people: the Group’s people are the basis of its competitive advantage. The Group looks to “grow its own” and to make the business the place where ambitious, hardworking and talented people choose to build their careers. • Adaptable and nimble: the Group seeks to build a well-controlled but non-bureaucratic environment which allows it to be adaptable in the face of change, to support clients’ needs, to foster initiative and employee satisfaction and to be nimble in responding to fresh challenges and new requirements. The Group operates in a highly regulated environment and includes a number of entities which are regulated by financial regulators in a number of different jurisdictions, including the FCA in the United Kingdom and the CFTC, the NFA and the SEC in the United States. Further detail about the principal regulations to which the Group is subject is set out in Part VI (Regulatory Overview) of this document. The following table sets out certain key financial metrics for the Group for the periods indicated.

37 Year ended 31 December 2020 2019 2018 ($ million) Revenue ...... 762.4 554.9 388.5 Net revenue(1) ...... 414.7 352.2 293.0 Profit before taxation ...... 55.0 46.6 13.4 Profit after taxation ...... 43.8 36.4 10.2

(1) A reconciliation of net revenue to the closest available IFRS measure (revenue) is set out in paragraph 4.2.1 “Net revenue” in Part II (Important Information) of this document.

2. History and development The Group was established in December 2005, when Marathon Asset Management LP, a US fund investor, incorporated Marex Group Limited and its wholly owned subsidiary Marex Financial Limited. In December 2009, Marathon Asset Management LP agreed to sell its majority shareholding in Marex Group Limited to a group of investors advised by JRJ Ventures LLP. Marathon Special Opportunity Master Fund Limited sold its remaining shares in the Group to Ocean Ring Jersey Co. Limited in 2010. In 2011, Marex Group Limited acquired Spectron Group Limited, a provider of liquidity in wholesale energy and other commodities products, with particular expertise in exchange-traded and OTC derivatives. Following completion of this acquisition, the Company was renamed Marex Spectron Group Limited. Following the acquisition of Spectron Group Limited, the Group has continued to expand into new products and geographies through strategic acquisitions, organic growth and hiring talented people. In particular, the Group has made a number of key acquisitions to extend its product and geographic coverage. In 2019, the Group completed the acquisition of two businesses: Chicago-based RCG, an independent FCM with particular expertise in agricultural products, and London-based CSC Commodities, a specialist market-maker in energy derivative products. The integration of these businesses into the Group materially expanded the Group and its regional diversification, in particular increasing its presence in North America. The Group has also acquired Energy Broking Ireland Limited, an Ireland-based broker of spot energy products; Marquee Oil Broking Limited, a UK-based broker in OTC oil and energy products; Tangent Trading Limited, a UK-based broker of recycled metal; BIP AM SAS, a Paris-based alternative investment fund manager; and XFA, a US-based agency trade execution provider. The Group has also expanded its capabilities through hiring experienced teams including The Matthews Group, a US-based agricultural team, and in 2020 the Group added a small team from Ronin Capital based in New York. The Group has also expanded and diversified its business through organic growth. In particular, the Group launched Marex Solutions in 2017 to provide OTC commodities hedging services. In 2019, the Group launched Marex Solutions’ structured notes business, Marex Financial Products, which issues structured notes to investors across multiple asset classes.

3. Strengths of the Group The Directors and the Proposed Director believe that the principal strengths of the Group are as follows:

3.1. An essential, technology-enabled global liquidity hub in attractive and growing markets, with high barriers to entry and declining competitive intensity • Essential and technology-enabled global liquidity hub: The Group is an essential global liquidity hub, connecting its clients to energy, commodity and financial markets, which has technology and data at its core. The Group’s global operations serve a diverse, all-to-all client base of more than 12,000 clients worldwide, which includes the world’s leading commodities and financial market participants. This is made possible by the Group’s approximately 1,000 employees spread over 19 locations around the world, and the Group’s membership of 37 global exchanges. • Large and attractive end markets: The markets in which the Group operates are large and established, and have demonstrated consistent growth over a number of years. For example, exchange traded energy derivative volumes have increased at a compound annual growth rate (“CAGR”) of 15% from 2010 to 2019 (source: Company information, Bloomberg, BIS) and agriculture and metals derivative volumes have increased at a CAGR of 7% from 2010 to 2019

38 (source: Company information, Bloomberg, BIS), driven by growing demand for commodities- related financial products and a broader trend towards cleared markets as a result of the approach of regulators following the global financial crisis to market participants utilising central counterparty clearing. The Directors and the Proposed Director also expect that the markets for trading in sustainability-linked commodities products such as carbon credits, renewable power, biofuel and recycled metals will grow strongly in light of the growing trend of decarbonisation and focus on ESG matters. • Declining competitive intensity: The Group’s end markets are also characterised by declining competitive intensity, with large investment banks retrenching from commodities trading following the global financial crisis as they have sought to reduce capital-intensive activities as their cost of capital has increased. Smaller specialists lacking scale have also struggled to compete in light of increasing regulatory, compliance and technology costs. This creates an attractive market backdrop for the continued growth of the Group, both organically and through acquisitions. • High barriers to entry: The markets in which the Group operates are characterised by significant barriers to entry, which creates challenges for new market participants to establish themselves across products and geographies. The primary barriers to new entrants include establishing the required buy- and sell-side client connectivity and significant investment in technology infrastructure to serve clients effectively, as well as regulatory complexity, exchange connectivity and clearing infrastructure. In addition, the Directors and the Proposed Director believe the operational intellectual property owned by the Group would be difficult to replicate.

3.2. Diversification across services, products, asset classes and clients The Group has a broad and specialised service offering and the Directors and the Proposed Director believe the Group's cumulative offering is unmatched by peers, with strength across Market Making, Commercial Hedging and Price Discovery, and with a significant opportunity in Data & Advisory. This breadth of service offering allows the Group to serve the diverse needs of the largest commodities and financial markets clients.

(1) Source: Company information. (2) The Company describes Price Discovery as actively matching buyers and sellers in the commodity markets. (3) The Company describes Data & Advisory as the sale of market data and research.

39 The Group has strong positions in niche markets across several asset classes, including metals, energy and agriculture within Market Making, metals, energy, agriculture and financial futures and options within Commercial Hedging, and energy within Price Discovery. Some of the Group’s strong positions include: • Metals:

o LME total market share: 16% o Category 1 Member and leading Ring Dealer on the LME • Agriculture:

o Cocoa options (London and New York) market share: 45% o Coffee options (London and New York) market share: 20% o Sugar options (London and New York) market share: 20% • Energy:

o European Power market share: 22% o US Fuel Oil market share: 24% o European Fuel Oil market share: 29%

Source: Company information; based on the Group’s average market shares in 2020.

The Group’s diverse client base includes blue chip firms within commodities markets (both producers and consumers) and financial markets (including international banks, asset managers and trading houses). The Group’s client base is deepening (including with largest clients) and provides a diverse base of commission income, with the number of clients from whom the Group received more than $1 million of net commissions (defined as net revenue from commissions generated through executing and clearing trades on behalf of clients in the Commercial Hedging and Price Discovery business segments) increasing by 35% to 46 clients in 2020 from 34 clients in 2017. Furthermore, net commissions from the Group’s top 10 clients increased by 17% to $49.0 million in 2020 from $42.0 million in 2017. The Group has also successfully decreased client concentration, with commissions from top 10 clients as a percentage of the total net revenue of the Group decreasing to 12% in 2020 from 17% in 2017. The Directors and the Proposed Director believe there are further opportunities to grow the Group’s client base globally, including in the United States by building on its successful acquisition of the business of RCG, and in Asia.

3.3. Multiple growth drivers The Group has a track record of delivering profitable growth, and the Directors and the Proposed Director consider that there are several drivers of continued growth over the long term: • Expanding within core markets: The Group sees significant opportunity for further growth in its core markets by expanding its asset classes into adjacent products within its existing services, both organically and via acquisitions, and expanding its geographical coverage. The Group has a track record of attractive growth, with the Group’s net revenue having increased at a CAGR of 19.0% between 2018 and 2020. The declining competitive intensity of the Group’s end markets has supported its growth at a faster rate than the wider market, as well as the Group’s continued investment in client offering and service across product categories. The Directors and the Proposed Director expect continued growth within core markets in the medium term. • Consolidation: Acquisitions have historically been an important growth driver for the Group and continue to form a central pillar of the Group’s strategy. The global commodity broker market is highly fragmented with approximately 3,400 commodity dealers in the United States with a combined revenue of $12 billion as at September 2020 and approximately 1,800 commodity and security dealers and brokers in the United Kingdom as at November 2020. This fragmented market contains a large number of sub-scale participants that lack the resources or expertise to compete effectively on an independent basis and provides consolidation opportunities for the Group. The Group’s strategic criteria for acquisitions include to acquire businesses that are consistent with its competitive advantage, complement its customer proposition or geographic footprint and that have a strong cultural fit and compliance culture. The Group’s financial criteria for acquisitions include to make acquisitions on attractive

40 financial terms targeting a 20% return on equity and payback of premium paid above net asset value in three to four years. The Group has a track record of acquiring businesses and successfully integrating them, including RCG and CSC. Further details of the Group’s strategic acquisitions for the years ended 31 December 2019 and 31 December 2020 are set out in paragraph 7 below. • Extension: The Group has also achieved growth through product innovation, including the development of Marex Solutions, which provides clients with bespoke cross-asset hedging solutions tailored to specific requirements. Marex Solutions was established in 2017 to meet client demand in what the Directors and the Proposed Director believe is a large and under- served market by servicing clients across the full size spectrum at a lower cost than competitors by leveraging technology. Marex Solutions brings together many of the Group’s strengths, including its connectivity to clients across markets, its technology strength and management expertise. Marex Solutions has grown to serve 241 counterparties and generated $44.8 million of net revenue in the year ended 31 December 2020, with adjusted profit before taxation of $12.6 million and an adjusted profit before taxation margin of 28.1%. • ESG: Environmental trends are a key area of focus for the Group. In recent years, the Group has developed its service offering in sustainable products, such as carbon credits, renewable power, biofuels and recycled metals. The Directors and the Proposed Director believe there are further opportunities for innovation and expansion in sustainable products across its business, including through consulting opportunities such as that undertaken by the Group with J.P. Morgan Chase to deliver an innovative solution for management of the firm’s net carbon zero ambitions and power consumption. The Directors and the Proposed Director believe that the Group is well-positioned to capitalise on environmental trends given its knowledge of commodities, technological capabilities and market connectivity, as evidenced by its ongoing Mangrove Trust project, which is establishing a best-in-class Mangrove reforestation platform and carbon offset programme using technological and financial innovation in conjunction with other leading specialists. • Data: The Directors and the Proposed Director believe that the Group has a significant opportunity in data and analytics, building on the Group’s extensive customer trading data and the insights held across the firm. Leveraging the Group’s unique and rapidly growing Neon platform and its ability to connect clients to the Group’s full operations, the Group plans to develop additional premium content in addition to the significant amount of data provided to clients on a day-to-day basis through its trading businesses, to complement the existing trading and data services provided today. • Hiring of talented people: The Directors and the Proposed Director believe that hiring, motivating, developing and retaining a talented and diverse workforce is key to the continued success of the business and are committed to investing in and engaging with the Group’s staff. The Group commits to hiring talented individuals and teams across all its front-office, control and support areas to drive growth in the business. The Group also aims to develop a committed and diverse Board that reflects the ambition and business imperatives of the Group.

3.4. Technology and data driven approach embedded throughout the organisation The Group has invested in developing a modern, scalable operating platform that is embedded into the Group’s systems and client touchpoints. The Group employs around 120 technologists and has made significant investments to develop new technology, such as the infrastructure supporting Marex Solutions (including the proprietary Agile platform), and to modernise the Group’s supporting platforms. The Group has also undertaken significant steps to prepare the Data & Advisory business for growth, including through enhancing its collection of data. The Group’s technology strategy is focused on five key principles for the purpose of creating an operating environment that promotes scalability across the Group as well as enabling the efficient integration of acquired businesses: • User experience: at the core of the operating and technology approach is an ambition to provide a seamless client experience and for clients to be able to access the full range of the Group’s product offering through a single platform. • Modern platforms: complementing the Group’s proprietary platforms with modern, cloud based third-party solution providers, ensuring a highly scalable technology environment.

41 • Automation: standardising and automating processes wherever possible to ensure accuracy and efficiency. • Adaptability: ensuring new organic growth initiatives and acquisitions can be integrated efficiently, with all acquired firms being migrated onto the Group’s existing systems to ensure a consistent architecture and minimise complexity. • Risk: investing in central risk functions and technology as a critical Group function, growing with the Group as it scales. The Directors and the Proposed Director believe the Group has demonstrated the scalability of its operating platform through the integration of CSC, with all risk systems, P&L and clearing systems migrated, and RCG, which involved a full back office migration, sizeable growth in client base and overall integration completed inside one year, achieving significant synergies. The scalability of the Group’s platform has also been demonstrated through expansion into new activities such as the new UK-focused equities franchise in its Market Making business, which involved the expansion of the existing modular Fidessa platform to establish capability and the arrangement of a prime broker relationship with BNP Paribas for settlement clearing within three months.

3.5. Prioritising risk management and a capital efficient financial model, with a strong balance sheet and investment grade rating The Group is well capitalised with a strong balance sheet and regulatory capital position. As at 31 December 2020, the Group had a capital ratio of 16.1% and a solvency ratio of 120%. The Group carefully monitors its capital position on an ongoing basis to ensure an adequate buffer above minimum own funds requirements. In addition, MF has an investment grade credit rating of BBB from S&P, which the Directors and the Proposed Director believe is attractive to counterparties when transacting with the Group across clearing and other activities and is important for the Group’s structured notes programme. The Group also operates a highly liquid balance sheet, with net liquid resources of $302.8 million and total available liquid resources of $467.8 million as at 31 December 2020. The Group also has a strong focus on managing risk in its operations, which the Directors and the Proposed Director consider to be a differentiator from the Group’s competitors. The Group actively manages its trading risk and has a consistent record of profitable trading, with 79% positive trading days, 98% positive trading weeks and 100% positive trading months in the year ended 31 December 2020. The Group also carefully manages its Value at Risk (“VAR”), with an average monthly VAR of $1.5 million during the year ended 31 December 2020. The Group has a strong track record of managing credit risk, with expected credit losses of $6.6 million for the year ended 31 December 2020, representing only 0.17% of total assets for the year, in what was a highly volatile trading environment (compared with expected credit losses of $2.0 million for the year ended 31 December 2019, representing 0.08% of total assets for the year, and expected credit losses of $2.8 million for the year ended 31 December 2018, representing 0.20% of total assets for the year). Furthermore, the Directors and the Proposed Director believe that the Group has demonstrated an ability to manage operational risk over a long period of time, including through the ongoing disruption from COVID-19.

3.6. Track record of profitable growth, stable margins and cash generation The Group has demonstrated a robust track record of revenue growth in recent years notwithstanding a number of external macroeconomic headwinds. From 2018 to 2020, the Group’s net revenue increased from $293.0 million for the year ended 31 December 2018 to $414.7 million for the year ended 31 December 2020, representing a CAGR of 19.0%, despite falling commodities prices, varying volatility levels that are below long term levels and a prolonged environment of low interest rates, which reduces the Group’s ability to generate earnings from client cash balances held. The Group estimates that for every 1% increase in interest rates, the Group would earn approximately $20 million in additional profit (based on illustrative modelling of an increase in interest rates at 1% increments up to 5% and assuming a deduction for a variable control and support bonus pool amount of approximately 20%).

42

Source: Company information, Bloomberg.

The Group’s strong revenue growth has been accompanied by stable margins, which have primarily been achieved by operating leverage through investment in the Group’s platform. The Group's adjusted operating profit before taxation increased to $61.5 million for the year ended 31 December 2020 from $45.6 million for the year ended 31 December 2018, representing a CAGR of 16.1% for the period. For the years ended 31 December 2020, 2019 and 2018, the Group’s adjusted operating margin was 14.8%, 15.2% and 15.6%, respectively. The Group’s business model is highly cash generative with generally low capital expenditure requirements relating to a small number of technology investments, and has also demonstrated an ability to consistently grow revenue and earnings with limited additional regulatory capital requirements. The Group achieved an average adjusted operating cash conversion of 92.7%, 91.7% and 94.5% for the years ended 31 December 2020, 2019 and 2018, respectively, with regulatory capital requirements growing at a significantly slower rate than overall revenues over the same period.

4. Strategy of the Group The Group has a strategy to deliver continued, profitable growth for the benefit of Shareholders through building competitive advantage in its businesses, including by expanding its asset classes into adjacent product categories and expanding its geographical coverage. The Directors and the Proposed Director believe that as the Group’s business increases in size more opportunities for further expansion will become available, because the growth in its operating platform will increase the number of attractive adjacencies and the range of potential acquisition targets and ability to integrate them will increase.

4.1. Expand overall market share through organic investment The Directors and the Proposed Director believe there is a significant opportunity for the Group to continue to grow market share within existing segments through investment in new asset classes and geographies within existing product categories. The Directors and the Proposed Director consider there are attractive opportunities to broaden the Group’s product offering in Market Making through expansion into light ends (such as naphtha and gasoline), expansion of its equities product set and building out its bulk commodities (such as iron ore) and ferrous metals coverage. The Group also recently launched a new UK-focused equities franchise in its Market Making business to cover AIM, small and mid-cap and investment trusts, with plans to expand the eight-person team during 2021. In the Commercial Hedging business, opportunities to expand the Group’s product offering include building out its energy offering in North America and grains in Europe, expanding its equity derivatives offering provided by XFA, and targeting clients traditionally serviced by banks, as well as opportunities to cross-sell from the Market Making and Price Discovery businesses. The Directors and the Proposed Director also consider there are opportunities for continued growth in its Commercial Hedging product

43 set through establishing and growing its Enterprise Solutions offering for white label clients. Within the Price Discovery business, the Directors and the Proposed Director consider there are attractive product expansion opportunities in growing the Group’s shipping and fuel oil presence and achieving synergies with other business segments, for example pricing data within Data & Advisory. In terms of geographical expansion, the Directors and the Proposed Director consider there to be a substantial opportunity to expand the Group’s presence in North America through increasing its energy offering and hiring across oils, power and gas in its Commercial Hedging and Price Discovery businesses. In Asia, the Directors and the Proposed Director aim to capitalise on numerous structural growth opportunities including the globalisation of gas, the opening of the Japanese power market and Chinese LNG imports through its Market Making and Price Discovery businesses, as well as establishing its Commodity Hedging products.

4.2. Continue to expand and diversify via acquisitions The Directors and the Proposed Director believe that the opportunity for the Group to acquire competitors at attractive valuations remains significant and therefore continued expansion via acquisitions remains a key focus for the Group as a means to further diversify by product, asset class and geography. The Directors and the Proposed Director intend to maintain a disciplined approach to the Group’s acquisition strategy, with opportunities assessed against a robust set of strategic and financial criteria, and with capital allocation determined based on retained cashflow and with reference to other potential opportunities for investment or returns to Shareholders. The Directors and the Proposed Director expect the Group to continue to take advantage of consolidation opportunities through bolt-on acquisitions to address strategic gaps in its business. In the longer term, the Directors and the Proposed Director will also consider larger acquisition opportunities where there is the prospect of significant shareholder value creation and which are in line with the Group’s strategic objectives.

4.3. Address substantial opportunity within environmental trends In addition to the environmental-related products the Group currently trades, the Directors and the Proposed Director believe there is a significant opportunity to develop further sustainable product sets. The Group also sees attractive opportunities for partnerships with other leading commodities market participants in order to utilise complementary skill sets to tackle challenging global issues while also generating revenue for the Group. The Group occupies a central position in commodity and financial markets, and the Directors and the Proposed Director believe the technology, financial expertise and customer relationships of the Group position it to be a leading provider in environmental-related product sets. An example of this is the Group’s participation in the voluntary carbon offset market in partnership with the Global Mangrove Trust, the University of Oxford and Kumi Analytics, creating a new carbon offset platform based on Mangrove reforestation. In Price Discovery, the Directors and the Proposed Director also aim to expand on the Group’s existing strength in biofuels and long term power purchase agreements for renewables.

4.4. Growing Data & Advisory The Directors and the Proposed Director intend to leverage the Group’s proprietary Neon platform and grow subscription income for its Data & Advisory business through the continued development of value- add products and analytics, which will better connect clients to commodity markets. The Directors and the Proposed Director also intend to continue to develop the Group’s insights offering, utilising big data analytics, proprietary market data and leading research, as well as building out its capabilities to allow its clients to manage risk in real time and access the deep liquidity in commodities offered by the Group, all via one platform.

4.5. Continue to enhance operating platform The Group intends to continue to invest in its operating platform as the business grows and to prioritise scalability and critical Group central functions, such as risk and technology, to meet the needs of its business. The Group aims to integrate acquired businesses into the wider platform efficiently and effectively, and ensure that existing and new businesses are properly supported as they grow. In Market Making, the Group also sees an opportunity to deliver a differentiated offering through its technological capabilities, for example the ability to price stream, and achieve continued improvement of its execution offering in Commercial Hedging through a unified Neon experience.

44 5. Principal Services The Group provides broking and other services to counterparties operating in the world’s major wholesale and exchange-traded commodity markets in the United Kingdom, Europe and North America, as well as certain markets in Asia. The services are divided into the following business segments: Market Making, Commercial Hedging, Price Discovery and Data & Advisory. The following table sets out the Group’s net revenue by business segment for the periods indicated.

Year ended 31 December Net revenue by business segment 2020 2019 2018 ($ million) Market Making net revenue ...... 101.6 66.2 60.7 Commercial Hedging net revenue...... 181.6 158.9 109.6 Price Discovery net revenue ...... 127.9 123.4 119.1 Data & Advisory net revenue ...... 3.6 3.7 3.6 Total net revenue ...... 414.7 352.2 293.0

5.1. Market Making The Group provides Market Making services across major commodities markets for metals, agricultural products and energy and in financial markets. The Group’s Market Making activities are principally concentrated on three key global exchanges: the LME, the CME and the ICE. The Group offers Market Making services across the following principal products: • in the metals markets, which contributed $40.0 million to the Group’s Market Making net revenue in the year ended 31 December 2020, products include base, precious and ferrous metals; • in the agricultural markets, which contributed $23.7 million to the Group’s Market Making net revenue in the year ended 31 December 2020, products include coffee, cocoa, wheat, rapeseed, sugar and corn. The RCG division also has particular expertise in grains and livestock; • in the energy markets, which contributed $31.6 million to the Group’s Market Making net revenue in the year ended 31 December 2020, products include Canadian crude, coal, middle distillates, fuel oil, gasoline, heating oil, naphtha, diesel, natural gas, power and renewables; and • in the financial markets, which contributed $6.3 million to the Group’s Market Making net revenue in the year ended 31 December 2020, products include small cap equities and equity volatility products. The Group acts as principal on Market Making transactions by buying and selling commodities on exchange for its own account in order to increase liquidity in the relevant market. The Group incurs limited market risk from taking positions in the course of its Market Making activities which are held for a short period, typically overnight. The Market Making business generates steady high quality revenues based on the bid-ask spread for different products. The Group’s Market Making business is well positioned to capitalise on market volatility, which causes the bid-ask spread to widen. The Group’s strong capabilities in its Market Making business also mean that it is well positioned to pursue opportunities to make new markets. In the year ended 31 December 2020, the Group’s Market Making business generated 24.5% of the Group’s net revenue, compared to 18.8% for the year ended 31 December 2019. The Market Making business generated adjusted operating profit before taxation of $35.0 million in the year ended 31 December 2020, compared to $22.3 million for the year ended 31 December 2019, and with an adjusted operating margin of 34.4% in the year ended 31 December 2020, compared to 33.7% in the year ended 31 December 2019.

5.2. Commercial Hedging The Commercial Hedging business comprises two key services: • on-exchange execution and clearing services in metals, energy and agricultural products and financial futures and options; and

45 • OTC traded hedging and customised OTC derivatives through the Group’s Marex Solutions division. In the year ended 31 December 2020, the Group’s Commercial Hedging business generated 43.8% of the Group’s net revenue, compared to 45.1% for the year ended 31 December 2019. The Commercial Hedging business generated adjusted operating profit before taxation of $44.6 million in the year ended 31 December 2020, compared to $45.1 million for the year ended 31 December 2019, and with an adjusted operating margin of 24.6% in the year ended 31 December 2020, compared to 28.4% in the year ended 31 December 2019.

5.2.1. Execution and Clearing The Group provides its clients with execution and clearing services on 37 regulated exchanges worldwide. The Group currently offers execution and clearing services in metals (both base and precious), agricultural products (primarily softs, which include cocoa, coffee, grains, livestock and sugar), energy and financial futures and options. Clients have access to voice, electronic and algorithm execution services in respect of trades across all of the Group’s principal markets. The Group’s execution and clearing teams are based in London, New York and Chicago and its execution and clearing activities are primarily concentrated on the LME, CME and ICE. In particular, the Group is a Ring Dealer and one of nine Category 1 members on the LME, allowing it to trade LME contracts by open outcry in the ring, by telephone and electronically via LMEselect, to issue client contracts to clients and to clear trades on its own behalf and on behalf of its clients. The Group acts as principal on behalf of its clients and generates revenue through commissions earned on executing and clearing trades. The Group executes certain trades on behalf of other brokers on a “give-up” basis, meaning they are cleared by another exchange member. The Group is required to post margins with exchanges and CCPs. As a result, the Group requires clients to provide margin deposits to cover initial and variation margins. These margins are determined by the Group based on the “position limit” for the relevant client, which represents the maximum exposure that client can take. In order to facilitate on-exchange transactions, the Group grants margin credit facilities to selected clients in respect of both initial and variation margins, particularly in its metals and agriculture businesses. Many clients are required to post collateral in order to secure credit, usually in the form of cash, cash equivalents or, on occasion, metal warrants. This collateral is posted to a separate, standalone account and cannot be used to fund trading. In order to aid the Group in managing potential credit risks, all client credit lines are uncommitted and can be cancelled at short notice. The margin credit facilities offered in the metals market, where such facilities are a traditional part of the broker-client relationship, constitute the majority of the margin credit facilities granted by the overall Group, accounting for 48.6% of the Group’s overall portfolio for the year ended 31 December 2020. The margin credit lines offered to the agricultural products markets account for 23.3% of the Group’s credit portfolio as at 31 December 2020. The Group also engages in the limited financing of metal warrants inventory, offering a service in sourcing specific LME registered brands in official LME warehouses. In 2019, the Group launched Marex Clearing Services in order to consolidate and advance its existing clearing offerings. Marex Clearing Services caters exclusively to the wholesale market, predominantly providing services to groups of traders. Marex Clearing Services’ activities are concentrated in interest rate and index futures and options products traded on the ICE, the London International Financial Futures and Options Exchange and Eurex, the European derivatives exchange. The Group has been an early mover in the industry through the launch of Enterprise Solutions, which utilises the Agile technology platform for white label clients and enables the Group to convert transaction revenue into a regular income stream, and is also developing an API solution for integration of pre- and post-trade systems. In 2020, the Group had 466 clearing customers, up 5.0% from 444 clearing customers in 2019, and held funds for clients of $3.33 billion, which was an increase of 31.1% from $2.54 billion in funds held for clients in 2019. For the year ended 31 December 2020, the Group had an adjusted operating profit before taxation for on-exchange clearing of $32.0 million, a decline from $45.8 million for the year ended 31 December 2019, and an adjusted operating margin of 23.4%, compared to 32.5% for the year ended 31 December 2019.

46 5.2.2. OTC Hedging The Group provides its clients with OTC traded hedging and customised OTC derivative solutions. In 2017, the Group launched the Marex Solutions division to provide clients with bespoke cross-asset hedging solutions, which are tailored to clients’ specific hedging requirements. Marex Solutions was established to meet a specific client demand in a large and under-served market, addressing clients often too small for investment banks and serving them at a lower cost than competitors by extensively leveraging technology. Marex Solutions also has a low capital consumption, with a total capital requirement of $14.0 million (based on the average Pillar 2 requirement for the year ended 31 December 2020). Where a client’s requirements go beyond the solutions offered by exchange listed products, Marex Solutions is able to create a tailored derivative solution through customised OTC derivatives to match the client’s needs. Marex Solutions comprises two key divisions: • Commodity Solutions, which provides clients with risk management solutions across commodity markets; and • Marex Financial Products, which provides clients with structured investment products through the Group’s structured notes business. Marex Solutions is headquartered in London and has grown to 47 front-office employees as at 31 December 2020, with 39 front-office employees as at 31 December 2019 and 12 front-office employees as at 31 December 2018. In the year ended 31 December 2020, Marex Solutions served 245 active clients, generated $44.8 million in net revenue, compared to $18.0 million for the year ended 31 December 2019 and $7.0 million for the year ended 31 December 2018, and generated adjusted operating profit before taxation of $12.6 million, compared to a loss of $0.7 million for the year ended 31 December 2019 and a loss of $3.9 million for the year ended 31 December 2018, with an adjusted profit before taxation margin of 28.1%, compared with -3.9% in the year ended 31 December 2019 and - 55.6% in the year ended 31 December 2018. Marex Solutions has also demonstrated that it is able to raise cash rapidly if required, having raised over $100 million within a two month period following the year ended 31 December 2019.

Commodity Solutions The Commodity Solutions division of Marex Solutions provides clients such as trading houses, producers, consumers, import/export and banks with tailored risk management solutions across a spectrum of commodity markets, including the agriculture (including grains, softs, forestry and dairy), metals, energy (including biofuels) and currency markets. Commodity Solutions organises tailored hedging solutions into four primary categories: • Participation: participation products allow clients participate one-to-one in the underlying market either in the underlying contract currency or the local currency. • Protection: protection products allow clients to mitigate against adverse or unexpected market moves which could otherwise damage the business. • Price Improvement: price improvement products enable clients to achieve a better sale price compared to the market price, in exchange for less certainty in volume executed. • Range Extraction: range extraction products extract value from range bound markets. These can be tailored to give more appropriate risk profiles than listed alternatives. The Commodity Solutions division offers some margin forgiveness to most clients for a pre-agreed amount of their margin call and, as a result, assumes a certain degree of credit risk for its clients. The Group also extends credit lines to select clients in respect of variation margin payments. Given the increased risk to the Group, variation margin credit is subject to additional limits, including the capping of credit offered in specific geographies. As part of the Group’s risk management strategy, OTC exposures are hedged through a combination of exchange traded derivatives and OTC trades with top- tier investment banks. In the year ended 31 December 2020, 54% of sales in Commodity Solutions were made to clients in North America, 30% were made in Latin America and 16% were made in EMEA. The Commodity Solutions division had 194 active clients in the year ended 31 December 2020, compared with 141 active clients in the year ended 31 December 2019 and 62 active clients in the year ended 31 December 2018.

47 Marex Financial Products Marex Financial Products, the Group’s structured notes business, was launched in 2019 and has grown to 47 clients, such as private banks, independent asset managers, pension funds and corporates, which it provides with customised OTC derivative solutions and, in part, as a means of diversifying the Group’s sources of funding. The structured notes business allows investors to build their own structured notes across numerous asset classes including commodities, equities, FX and fixed income products. The Group’s regulated subsidiary MF is the legal entity through which the Group carries out the structured notes business and is the issuer under the structured notes programme. MF is rated BBB by S&P (with the Group being rated BBB- by S&P). Marex Financial Products organises its investment solutions into four primary categories: • Participation: clients invest in a single security which provides access to the performance of selected underlying asset or assets, which can be actively managed by the client over time. • Capital protected: low risk solutions which provide investors with their principal investment back plus the growth of a chosen underlying asset at maturity. • Yield enhancement: in a low interest environment, clients receive a relatively large coupon if the market remains flat or rallies but risk some capital if the market falls beyond a certain level. • Leverage: investors receive full participation in the upside and downside of the chosen underlying asset without providing the full cash value of the underlying asset. The Group offers a diverse portfolio of structured notes, including auto-callable, fixed, stability and capital-linked notes, with varied terms across numerous asset classes. MF acts as the “manufacturer” of the structured notes. The notes are distributed to investors through a network of distributors. The structured notes are settled through the Clearstream® clearing system to investors who purchase and hold the structured notes through their custodian bank. Some of the structured notes issued by MF are listed on the Vienna MTF, a multilateral trading facility operated by the Vienna Stock Exchange. In addition, the Group provides liquidity in the secondary market for its structured notes. As part of the Group’s risk management strategy, the structured notes are hedged through a combination of exchange traded derivatives and OTC trades with top-tier investment banks. MF also operates an alternative structured notes programme which, due to the long-dated term of the structured notes issued thereunder, enables the structured notes to qualify as Tier 2 capital for the purposes of the Group’s regulatory capital requirements. As at 31 December 2020, there were $370.7 million of structured notes outstanding under the Group’s structured notes programme and $6.0 million of structured notes outstanding that had been issued under the Group’s Tier 2 programme. Associated with the structured notes outstanding, as at 31 December 2020 there were also $16.0 million of minifutures (categorised as over-the-counter derivatives) outstanding. In the year ended 31 December 2020, all of Marex Financial Products’ sales were made in EMEA.

5.3. Price Discovery The Group’s Price Discovery business matches buyers and sellers in the OTC energy market. The Group operates as an agent for its clients, leveraging the Group’s extensive knowledge of the energy sector and its relationships with clients in order to arrange trades in OTC energy products, adding value through multi-leg, multi-product and multi-class transactions. The Group offers Price Discovery services across the following principal products: • Oil: fuel oil financial products, LPG & naphtha financial products, physical oil products, gasoline financial products, mid distillates financial products, crude futures, crude options, OTC crude and physical crude. • Power and gas: power, natural gas, LNG futures, OTC crude and physical crude. • Shipping & freight: physical wet freight. The Price Discovery business generates revenue through the commissions it earns from arranging trades and through the sale of OTC energy market data. Unlike the execution and clearing business, the Group’s Price Discovery business does not require the use of credit lines. The Price Discovery business is based in London, with increasingly significant operations in New York and Singapore, as well as offices in Frankfurt, Oslo, Houston, Calgary and Dublin. Approximately 65.1% of the Group’s revenue in Price Discovery for the year ended 31 December 2020 was generated by

48 clients in EMEA, approximately 29.5% was generated by clients in North America and approximately 5.4% was generated by clients in APAC. In the year ended 31 December 2020, the Group’s Price Discovery business generated 30.8% of the Group’s net revenue, compared to 35.0% for the year ended 31 December 2019. The Price Discovery business generated adjusted operating profit before taxation of $19.5 million in the year ended 31 December 2020, compared to $17.5 million for the year ended 31 December 2019, and an adjusted operating margin of 15.2% in the year ended 31 December 2020, compared to 14.2% for the year ended 31 December 2019).

5.4. Data & Advisory The Group’s Data & Advisory business is a nascent business which encompasses its research, analytics, technology and market data and proprietary indices offerings to provide market data, analytics, and research across commodity and energy markets. Many aspects of the Data & Advisory business, including the Neon trading and risk platform, are utilised in other business segments and cover metals, energy and agricultural products. The Directors and the Proposed Director believe that the Group’s Data & Advisory services represent a key potential area of long-term growth for the business, which can be expanded by capitalising on the Group’s existing intellectual property and know-how. The Data & Advisory business segment is based in London. Key elements of the Group’s Data & Advisory services include: • Neon: the Group’s Neon platform is at the centre of its data & analytics business. The Neon platform comprises both trading capabilities, allowing clients to execute trades electronically, alongside Insights, the Group’s intelligence offering. Through Insights, the Group provides its clients with research and commentary across the metals, energy and agricultural markets, allowing contributors to communicate with clients directly. As at 31 December 2020 the Group had 2,343 active Neon users, and the Group is targeting upwards of 8,000 Neon users as at 31 December 2021. • Nanolytics: the Group’s Market Analytics team has developed Nanolytics, an analytics tool which captures data for multiple exchange groupings. The Nanolytics tool streamlines large quantities of exchange traded commodity data to provide quantitative measures of the liquidity profiles for each derivatives market. • Market Data: the Group provides market data to professionals to enable them to monitor and analyse the energy, freight and environmental markets by providing access to real time market data and historical for each market, alongside daily pricing reports. The Group also provides UK gas and power analysis through its bimonthly report Market Pulse and provides real time prices for the OTC energy, freight and environmental markets and allows users to search trade and closing price information going back up to 10 years through its Vantage data application. In the year ended 31 December 2020, the Group’s Data & Advisory business generated 0.9% of the Group’s net revenue, compared to 1.1% for the year ended 31 December 2019. The Data & Advisory business generated adjusted operating profit before taxation of $2.2 million in the year ended 31 December 2020, compared to $2.2 million for the year ended 31 December 2019, and with an adjusted operating margin of 61.1% in the year ended 31 December 2020, compared to 59.4% in the year ended 31 December 2019.

6. Principal Markets

6.1. Europe The Group is headquartered in London, with offices in Paris, Dublin, Frankfurt and Oslo. The number of front-office employees in Europe as at 31 December 2020 was 273 (compared to 226 as at 31 December 2019), with 249 brokers based at the Group’s head office in London. The Group’s European operations accounted for 67.6% of the Group’s overall net revenue for the year ended 31 December 2020 (compared to 68.2% for the year ended 31 December 2019). The following table sets out the Group’s net revenue in Europe by business segment for the periods indicated.

49 Year ended 31 December Net revenue by geography – Europe 2020 2019 2018 ($ million) Market Making net revenue ...... 74.7 58.0 54.5 Commercial Hedging net revenue...... 118.0 96.4 82.7 Price Discovery net revenue ...... 84.2 81.9 75.3 Data & Advisory net revenue ...... 3.6 3.7 3.6 Total net revenue in Europe ...... 280.5 240.0 222.5

6.2. North America The Group has offices in New York, Chicago, Calgary, , Houston, Stamford and Des Moines. In February 2019, as part of the acquisition of the business of RCG, the Group also acquired RCG’s Chicago headquarters. The Group’s North American energy business is based in its Houston office, its agricultural business is based in Chicago and its New York office focuses on financial products. The number of front-office employees in North America as at 31 December 2020 was 242 (compared to 119 for the year ended 31 December 2019). The Group’s North American operations accounted for 27.1% of the Group’s overall net revenue for the year ended 31 December 2020 (compared to 28.4% for the year ended 31 December 2019). The following table sets out the Group’s net revenue in North America by business segment for the periods indicated.

Year ended 31 December Net revenue by geography – North America 2020 2019 2018 ($ million) Market Making net revenue ...... 19.8 6.8 2.8 Commercial Hedging net revenue...... 55.6 55.8 12.1 Price Discovery net revenue ...... 37.0 37.5 39.3 Data & Advisory net revenue ...... - - - Total net revenue in North America ...... 112.3 100.0 54.2

6.3. Asia The Group has offices in Hong Kong and Singapore. The number of front-office employees in Asia as at 31 December 2020 was 40 (compared to 25 for the year ended 31 December 2019). The Group’s operations in Asia accounted for 5.3% of the Group’s overall net revenue for the year ended 31 December 2020 (compared to 3.5% for the year ended 31 December 2019). In addition to clients served by the Group’s Asia desks, the Group’s European and North American offices have a growing base of clients located in Asia which are principally served by the Group’s London and New York desks. The following table sets out the Group’s net revenue in Asia by business segment for the periods indicated.

Year ended 31 December Net revenue by geography – Asia 2020 2019 2018 ($ million) Market Making net revenue ...... 7.1 1.5 3.5 Commercial Hedging net revenue...... 8.0 6.7 8.5 Price Discovery net revenue ...... 6.7 4.0 4.4 Data & Advisory net revenue ...... - - - Total net revenue in Asia ...... 21.8 12.2 16.4

7. Strategic Acquisitions The Group has made a number of strategic acquisitions in recent years with a view to enhancing its geographic coverage and diversifying the products and services it offers. These acquisitions represent an important growth driver for the Group and continue to be a core aspect of the Group’s growth strategy. The Directors and the Proposed Director believe that the fragmentation of the global commodity broker market, with approximately 3,400 commodity dealers in the United States with a combined revenue of $12 billion as at September 2020 and approximately 1,800 commodity and security dealers and brokers

50 in the United Kingdom as at November 2020, provides an attractive backdrop for the Group to make further strategic acquisitions going forward. A summary of the Group’s strategic acquisitions for the years ended 31 December 2019 and 31 December 2020 is set out below.

(1) Enterprise value includes net debt.

For a description of the Group’s acquisition strategy, see paragraph 4.2 of this Part V.

7.1. CSC Commodities UK Limited On 18 January 2019, the Group acquired CSC, a London-based oil trading team specialising in on- exchange commodity derivatives, Market Making and trading oil-related derivatives across the barrel, from crude oil to fuel oil, distillates and light ends, alongside freight, natural gas and agricultural markets. The acquisition of CSC allowed the Group to expand its Market Making services into the energy sector. Further details of the share purchase agreement for the acquisition of CSC is set out in paragraph 13.6 of Part XI (Additional Information) of this document. Since completion of the acquisition, CSC has continued to operate under its existing brand name. In the year ended 31 December 2020, CSC generated $26.7 million in net revenue.

7.2. Rosenthal Collins Group LLC On 1 February 2019, the Group acquired the trade and assets of RCG. RCG is a regulated FCM based in Chicago, offering trade, execution, clearing, brokerage, managed futures and a range of electronic trading services. RCG operates in a variety of commodities markets including agriculture, currencies, energy, metals and stock indexes. RCG is a clearing member on seven exchanges, including the CME, and provides access to 20 further major exchanges through its relationships with other brokers. The acquisition of RCG has enabled the Group to enhance its footprint in North America, expand its Commercial Hedging services and augment its product offering, particularly in its agriculture business. As a result of the acquisition, the RCG name and brand, 14,000 client accounts and balances, 150 associated staff and RCG’s Chicago headquarters were transferred to the Group. Further details of the asset purchase agreement for the acquisition of RCG are set out in paragraph 13.5 of Part XI (Additional Information) of this document. In the year ended 31 December 2020, RCG generated $39.7 million in net revenue.

51 7.3. Marquee Oil Broking Limited On 19 December 2019, the Group acquired Marquee Oil Broking Limited, a specialist provider of physical fuel oil broking services based in the United Kingdom. The acquisition of Marquee Oil Broking Limited allowed the Group to expand its Market Making capabilities in the physical energy market.

7.4. Tangent Trading Ltd On 3 March 2020, the Group acquired London-based Tangent Trading Ltd (“Tangent”), a leading specialist in non-ferrous recycled metals trading with a particular focus on the copper and aluminium markets. As a long-term member of the LME, Tangent has an international network of customers across Asia, Europe and North America. The acquisition of Tangent therefore allowed the Group to expand its metals franchise and develop its business in sustainable commodity sectors.

7.5. Volatility Performance Fund S.A. On 20 March 2020, the Group acquired Volatility Performance Fund S.A. (“Volatility Performance Fund”), a leading options market maker based in Luxembourg.

7.6. X-Change Financial Access, LLC On 13 November 2020, the Group acquired XFA, a Chicago-based exchange traded derivatives execution broker specialising in benchmark global products, including S&P and VIX options, futures and futures options. The acquisition of XFA has enabled the Group to further enhance its expansion into North America and to expand its Commercial Hedging business. Further details of the share purchase agreement for the acquisition of XFA are set out in paragraph 13.4 of Part XI (Additional Information) of this document.

7.7. StarSupply Petroleum Europe B.V. On 12 March 2021, the Group acquired StarSupply Petroleum Europe B.V. (“StarSupply”), a Rotterdam-based broker of physical oil products. The acquisition further broadens the Group’s European energy presence in physical markets, and StarSupply has natural synergies across both its physical and paper price discovery services.

7.8. Arfinco S.A. On 7 May 2021, the Group agreed to acquire Arfinco S.A. (“Arfinco”), a Paris-based execution broker of exchange-traded agricultural futures and options on European exchanges. The acquisition will extend the Group's offering of agricultural products in continental Europe and provide the Group with access post-Brexit to an EU client base with cross-selling opportunities. The acquisition of Arfinco is conditional, amongst other things, on a change of control approval from Autorité de Contrôle Prudentiel et de Résolution in France and is expected to complete in August 2021.

8. Clients The Group has an all-to-all client base, and clients of the Group include blue chip commodity producers and refiners, consumers, brokers, trading houses, asset managers, international banks, commodity trading advisors and hedge funds. The Group’s client base has shifted away from comprising traditional commodity producers and consumers to now reflecting a more diverse mix of market participants, including US asset managers, banks and brokers, particularly in its agriculture and metals businesses. The Directors and the Proposed Director believe that this transition is largely the result of changing market dynamics, including a reduction in the number of institutions which provide commodity broking services. The Group’s client base includes: • Commodity producers and refiners: the Group serves a range of commodity producers and refiners, including energy companies such as BP, Shell, Centrica, RWE and Total. • Consumers: the Group services a number of consumers, including Starbucks, Nestlé and Wendy’s. • Investment banks: the Group serves a number of financial institutions and “money managers”, including investment banks, asset managers and hedge funds, such as J.P. Morgan, Citi, Morgan Stanley, Goldman Sachs and Macquarie.

52 • Asset managers: the Group serves a number of asset managers and market makers, such as Two Sigma and Citadel. • Brokers and FCMs: the Group also serves a number of brokers and FCMs, including Vitol, Glencore, Trafigura, Mercuria and Gunvor. For the year ended 31 December 2020, commodity producers accounted for 68% of the Group’s net commissions (compared to 63% for the year ended 31 December 2019), with banks accounting for 10% (compared to 12% for the year ended 31 December 2019), asset managers, hedge funds and market makers accounting for 12% (compared to 15% for the year ended 31 December 2019) and brokers and FCMs accounting for 10% (compared to 10% for the year ended 31 December 2019). The Directors and the Proposed Director believe that the Group has a deepening client base, with revenues generated by the Group’s largest clients increasing and overall client concentration decreasing. The number of clients from whom the Group received more than $1 million of net commissions increasing by 35% to 46 clients in 2020 from 34 clients in 2017. In addition, the net commissions generated by the Group’s top 10 clients increased by 17% from $42.0 million in 2017 to $49.0 million in 2020. The Group’s client concentration has also decreased with net commissions from the top 10 clients as a percentage of the total net revenue of the Group decreasing from 17% in 2017 to 12% in 2020.

9. Competitors A description the Group’s key competitors across each of the Group’s principal services is set out at paragraph 3.2 of Part IV (Industry Overview) of this document.

10. Risk Management The Directors and the Proposed Director consider risk management to be a key consideration in delivering the Group’s strategic business aims and objectives, while ensuring the Group’s long-term sustainability and effective corporate governance. The Directors and the Proposed Director believe that the Group is principally exposed to the following areas of risk: credit risk, market risk, liquidity risk, concentration risk and operational risk. The Directors and the Proposed Director have therefore taken steps to ensure that the Group has a robust risk management governance structure which in conjunction with a strong risk culture, enables risk to be managed across the Group. Further detail on the key risks to which the Group is exposed are set out in Part I (Risk Factors) of this document.

10.1. Risk Governance

10.1.1. “Three Lines of Defence” model The Group has adopted a “Three Lines of Defence” model for risk governance, in conjunction with a strong risk culture, good communication and understanding, in order to manage risk across the Group. The “Three Lines of Defence” comprise: • First Line of Defence: each business unit and support function is the primary owner of risk in its business and responsible for the day-to-day management of that risk. They are responsible for (i) understanding and adhering to the risk and control environment; (ii) considering the risk/reward trade off; and (iii) the ongoing assessment, monitoring and reporting of risk exposures and events. • Second Line of Defence: the Group’s Risk Management and Compliance functions are responsible for the management of risk across the Group as a whole. These teams provide independent risk oversight and challenge to the first line of defence and supervise the operation of the Group’s risk control framework. The second line of defence is also responsible for formulating and maintaining risk frameworks, policies and risk reporting, in addition to managing risks relating to compliance and financial crime. • Third Line of Defence: the Group’s Internal Audit function provides independent assurance of the first and second lines of defence. Internal Audit carries out an annual programme of risk- based audits covering all aspects of the first-line and second-line risk management and risk control activities, and regularly undertakes additional ad hoc audit investigations at the request of the Audit and Compliance Committee and/or the Chair.

53 10.1.2. Enterprise Wide Risk Management Framework The Group has put in place the Enterprise Wide Risk Management Framework (“EWRM Framework”), a comprehensive risk management framework which sets out the control mechanisms to identify, measure, assess, monitor, control and report on underlying risks across the Group. The Directors have overall responsibility for ensuring that the risk management practices set out in the EWRM Framework remain appropriate for the Group and maintain oversight over subsidiaries. The Directors also monitor the overall risk profile of the business and ensure that the systems of internal control are functioning effectively. Local regulatory responsibilities applicable to boards of subsidiaries within operations in certain jurisdictions mean that subsidiaries may develop their own risk frameworks and policies tailored to their specific businesses, provided that such frameworks and policies remain consistent with, and have regard for, the principles of the EWRM Framework and Group policies. Responsibility for risk management resides at all levels within the Group, from the Board and the Board Executive Committee down through the organisation, with each business unit responsible for understanding the risk environment and complying with all risk policies and limits. Responsibility for effective review and challenge of risk policies resides with senior managers, risk oversight committees, internal audit, independent Group risk function, the Board, the Group’s dedicated Risk Committee and the Group’s Chief Risk Officer.

10.1.3. Risk Appetite Risk appetite is the level of risk the Board is willing to take now and over the future planning horizon, given the financial resources of the firm to pursue the stated business and risk strategies. The Group- wide business strategy is aligned with the Group’s risk appetite to guide the Group’s business activity and associated risk taking. This ensures structures exist to identify and analyse emerging risks for issues that could become material risks in the future. The Group’s risk appetite is determined by reference to the high level objectives set by the Board, which are formulated into detailed risk measures by specific departments, trading desks, traders and, where appropriate, to individual risk exposures. The Group’s risk appetite is governed by its risk appetite framework (the “Risk Appetite Framework”) which includes measures that assess risks to ensure the successful delivery of the business and risk strategies. These measures are grounded against key balance sheet and profit and loss figures, as well as other specific measures and qualitative assessments. The Risk Appetite Framework is responsive to changes in Group’s business strategy and plans, which ensures that the Group’s risk appetite is aligned with changes in the Group’s overall strategic goals.

10.1.4. Risk Categorisation Model The Group actively monitors and assesses risks to which the Group is exposed. Each risk identified by the Group is categorised in accordance with the Group’s risk categorisation model (“RCM”), with accompanying mitigation where possible, to ensure adherence to the stated risk appetite. The RCM forms an integral part of the EWRM Framework. Key risks identified in the RCM are consistently analysed and measured in accordance with approved policies and processes. Key business controls and procedures are then implemented to mitigate the risks highlighted by the risk assessment.

10.1.5. Risk Reporting An important part of the Group’s risk management process is regular and appropriate reporting and communication of risk. In line with the governance structure in place, periodic reporting and risk analysis is presented to the relevant governing bodies as well as the relevant risk takers, including the Board; the Risk Committee; the Board Executive Committee; and daily senior management. The Directors and the Proposed Director believe that the escalation procedures for raising significant issues with managers and supervisors are clear and well embedded across the Group.

10.2. Credit Risk Credit risk is the risk of losses where a client or counterparty fails to perform its contractual obligations. The Group’s credit department is responsible for reviewing and granting credit facilities or counterparties with a view to minimising credit losses and protecting the capital of the Group. Credit lines are approved by the Group’s Executive Credit & Risk Committee, which comprises the Chief Executive Officer, the Group’s Chief Risk Officer and the Chief Financial Officer, and is attended by the Group’s Head of

54 Enterprise Risk, the Group’s Head of Credit, credit analysts and the relevant heads of desks. The Executive Credit & Risk Committee reviews clients’ credit exposure as well as proposals to review additional credit requests and amendments to clients’ existing credit profiles. The credit department is responsible for granting each client a position limit during the on-boarding process, which is the maximum exposure a client can take, in order to limit the Group’s counterparty risk. The position limit varies between clients trading on exchange and those trading OTC. Each morning, client credit exposures are reviewed by senior management to assess any significant margin calls (or any margin calls for longer than one day) and positional limit breaches. Where breaches occur, clients are instructed to reduce exposure, transfer positions away from the Group or make up any funding shortfall. The Group has a number of processes in place to mitigate credit risk. The primary mitigants used by the Group are set out below: • Netting: where legally enforceable, the Group enters into netting agreements to reduce its credit risk. Netting agreements are bilateral arrangements which can lower the Group’s credit exposure if a counterparty enters into liquidation by permitting netting of unrealised losses against unrealised gains on outstanding derivative transaction contracts. Under these netting agreements, a liquidating authority of a failed counterparty is obliged to perform all of the transactions included (or to undertake payment of all of the amounts owed on the running accounts) under the agreement, rather than only performing profitable derivative transaction contracts. • Central clearing counterparties: where trades are cleared, the counterparty credit risk is mitigated as clearing reduces the chance of a client or other clearing member defaulting and, if there is a default, any losses would be shared between other clearing members. • Collateral: collateral, typically in the form of cash, is posted by clients to secure credit and position limits. This collateral is held in separate, standalone accounts and therefore cannot be directly used to fund trading. As at 31 December 2020, clients had deposited a total of $39.7 million of collateral with the Group, compared to $27.3 million for the year ended 31 December 2019. • Promissory notes: in certain jurisdictions, typically in South America (most notably Brazil), counterparty risk is mitigated through promissory notes. A promissory note is a written promise by a delegated authority of the client to pay the Group should the client default. • Standby letters of credit: a standby letter of credit is a guarantee made by the bank on behalf of a client, which ensures that payment will be made even if the bank’s client cannot fulfil its obligation. This allows credit risk to be transferred from the client to a more creditworthy bank. • Tri-party agreements: tri-party agreements are most common within commodity financing. Under a tri-party agreement, a commodity trade financing bank provides financing for commodity traders. In return, the bank pays the Group the client’s mark-to-market losses. This allows credit risk to be transferred from the commodity trader to a more creditworthy commodity trade financial bank.

10.3. Market Risk Market risk is risk that arises from fluctuations in values of the Group’s traded positions due to changes in the value of prices, volatilities or interest rates within financial markets. It also includes risks that arise from open foreign exchange and interest rate positions on the balance sheet. Market risk is managed by the Group’s market risk department. The market risk department consists of two separate teams, both of which ultimately report to the Chief Risk Officer. One team is dedicated to the Group’s Marex Solutions business while the other is dedicated to the Group’s exchange traded house and client exposure. The teams operate under distinct market risk frameworks which are approved by the Board and aligned to the Group’s risk appetite. These teams monitor risk-generating exposures in order to manage the Group’s exposure to market risk. As with credit risk, market risk is managed through position limits granted to clients through the on- boarding process. These limits are calculated based on market liquidity and maturity, with exposures being monitored in real time.

55 The Group’s processes to mitigate market risk include: • Pre-trade risk controls: the Group has pre-trade risk controls in place to prevent trades in excess of defined parameters from being executed at all. • Post-trade risk controls: the Group employs extensive controls, both systemic and procedural, in the post-trade environment. In particular, the Group monitors trades on a real-time and T+1 basis against the Group’s limits, monitors intraday concentration risk and undertakes extensive stress testing calculations.

10.4. Liquidity Risk Liquidity risk is the risk that the Group, although solvent, does not have available sufficient financial resources to meet its obligations as they fall due or can secure resources only at excessive cost. Liquidity risk is managed by the Group’s Treasury department, which reports to the Chief Financial Officer. The Group’s processes to mitigate liquidity risk include: • Financing arrangements: the Group has renewed a committed $120 million revolving credit facility, which includes a $35 million swingline facility, allowing the Group to access additional funding in short order. • Stable client base: the Group has a stable client base, including producers, consumers, utilities providers and brokers, as well as banks and asset managers. These clients typically hold both long and short positions, which provides the Group with some element of liquidity offset at all times. • Cancellation of credit lines: all credit lines are uncommitted and can be cancelled at short notice. The Group also constantly evaluates its credit line portfolio, increasing and reducing individual credit lines with a view to ensuring that the Group has adequate liquidity. • Structured notes: the Directors and the Proposed Director believe that the Group has demonstrated that the structured notes programme is an effective way to quickly increase liquidity, despite there being some liquidity risk associated with the structured notes. The structured notes programme has also diversified the Group’s sources of funding, reducing its overall liquidity risk. The Group also has in place a detailed contingency funding plan which would be implemented in the event of a crisis impacting the Group’s overall liquidity, containing detailed contingency plans for managing any such crisis.

10.5. Operational Risk Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. When assessing operational risk, the Group considers legal and compliance risk, reputational risk and business and strategic risk. The Group manages operational risk through its Operational Risk Policy, implemented through the Operational Risk Framework, which outlines the methodologies and standards to be employed by the Group’s employees to manage operational risk within the firm. The key aspects of the Operational Risk Framework include: • Risk and Controls Self-Assessment (“RCSA”): RCSAs are the industry standard approach to operational risk management and are used by the Group to identify and assess risk, and to appraise the controls in place to mitigate these risks. • Key Risk Indicators: the Group uses certain key risk indicators to monitor and track significant risks. These key risk indicators are indicative of trends in risk exposure and provide early warning signals, highlighting changes in the risk environment, control effectiveness and potential risk issues. These indicators are monitored by the Risk department between formal RCSA reviews. • Internal Risk Events: any data relating to a risk which materialises, including near misses, is recorded and used by the Group’s risk department to assess operational risk exposures across the Group.

56 • External Loss Data: external loss data is gathered and analysed in order to enhance the assessment of operational risks and assist with providing an early warning of potential threats or risks that may not have been foreseen or considered by the Group. In addition, the Group carries out extensive scenario analysis in order to assess the likelihood of operational risks occurring and to ensure that it has adequate internal controls in place to minimise these risks.

11. Litigation In the period between 22 November 2016 and 10 January 2017, as part of a new business initiative by the Group’s Metals desk, MF brokered a series of financing transactions between its client, Come Harvest Holdings Limited (a company incorporated in Hong Kong) (“CHH”) and Natixis. In its capacity as an intermediary in connection with these transactions, MF entered into certain back-to-back purchase contracts and contingent repurchase contracts, pursuant to which MF purchased nickel from CHH and sold it to Natixis. The nickel was stored by Access World and evidenced by warehouse receipts issued by Access World. In total, five transactions were undertaken involving sixteen individual warehouse receipts. As part of its due diligence requirements for each transaction, MF requested that Access World verified the authenticity of each warehouse receipt. When carrying out such checks for a proposed sixth transaction between the same parties, Access World informed MF that the warehouse receipt for that transaction was not genuine. Natixis subsequently presented the warehouse receipts in respect of the five preceding transactions to Access World for re-authentication and Access World confirmed that none of the warehouse receipts (which had previously been authenticated by Access World) were genuine warehouse receipts issued by Access World. Natixis issued civil proceedings in the English Commercial Court against MF for damages for breach of contract under the nickel purchase contracts on the grounds that, amongst other reasons, (i) MF did not deliver the contractually required documentation, namely genuine warehouse receipts; and (ii) it did not have title to the nickel described in the warehouse receipts. The value of Natixis’ claim was approximately $32.1 million, which reflected the value of the nickel purchased by Natixis under the five purchase contracts and corresponding hedging losses, plus costs and interest. MF joined Access World as party to the proceedings as MF claimed that Access World had breached contractual promises to deliver the nickel, and that Access World was negligent in the way in which it performed the pre-transaction authenticity checks on the warehouse receipts. MF had also purchased insurance against the risks associated with the transactions. Its insurers would not confirm or deny coverage, and MF accordingly brought the insurance syndicate into the proceedings, in order for the court to make a determination of coverage, or otherwise. The dispute between MF and its insurers confidentially settled during the course of the trial. The trial was held during January and February 2019. A provision for $31.9 million was recognised in MF’s financial statements for 2018 whilst the final judgment was pending, and an additional provision for $5.8 million relating to the final settlement of the litigation was recognised in MF’s financial statements for 2019. The judgment was delivered in October 2019. Natixis succeeded in their claim against MF and MF was ordered to pay approximately $32.1 million in damages plus costs and interest. MF was successful in its negligence claim against Access World and Access World was ordered to pay damages, which were capped at €1.3 million as a result of the application of Access World’s standard terms and conditions, and part of MF’s costs. Based on legal advice, MF did not appeal the judgment and all claims between all parties involved in the litigation have therefore been concluded. Following the discovery that the warehouse receipts were not authentic, MF immediately ceased, and has not resumed, its warehouse receipts financing business. As part of its internal evaluation of the circumstances surrounding this claim, MF also implemented additional internal processes and controls in relation to customer on-boarding and customer due diligence.

12. Anti-money laundering In July 2020 a review of the Group’s anti-money laundering systems and controls conducted by the Group’s third line of defence, the internal audit function, found that there had been a failure by the Group to add clients on-boarded during a nine-month period from September 2019 to June 2020 to the system used for the ongoing screening of clients in accordance with the Group's usual processes. As a result, whilst the clients on-boarded during this period were subjected to screening at the on-boarding stage, they were not subject to ongoing screening for a period of up to nine months. The internal audit review

57 also identified certain related systems and controls as being inadequate or otherwise unsatisfactory which had either enabled the screening failure or emerged from the review of the causes of the screening failure, including resourcing and governance, enterprise-wide risk assessment, counterparty risk assessment and due diligence and the detection and escalation of unusual or suspicious activity. Following the identification of the screening failure and the weaknesses identified in relevant systems and controls, the Group reported these issues to the FCA and, with the support of an external consultant, embarked on a self-remediation programme which has involved (i) client screening remediation; (ii) enhancing its existing anti-financial crime policies and procedures and governance structure; and (iii) hiring additional experienced personnel in the Group’s financial crime compliance department. The Group was in regular dialogue with the FCA regarding the status of its self-remediation programme, which completed by the end of January 2021. Following the completion of the self-remediation programme, the Group’s internal audit function performed a validation exercise that confirmed the weaknesses identified in the July 2020 review had been addressed and the results of this validation process were shared with the FCA in early March 2021. In addition to embedding the enhanced anti- financial crime framework and operating practices established through the self-remediation programme (the operating effectiveness of which will be reviewed by the Group’s internal audit function in October 2021), the Group is implementing a rolling programme to uplift all of its client files to the standards required by its enhanced anti-financial crime policies and procedures, which has been integrated with its ongoing customer due diligence programme as part of its business-as-usual procedures. The first review of existing client files is underway and is expected to complete no later than August 2022, with periodic reviews to continue on a rolling basis in accordance with the Group’s enhanced procedures. See also paragraph 2.3 “—The Group identified historical weaknesses in its anti-money laundering systems and controls” in Part I (Risk Factors) of this document. The Directors and the Proposed Director are satisfied that the self-remediation programme has addressed the historical weaknesses that were identified by the Group’s internal audit function and discussed with the FCA and believe that the embedding of the enhanced anti-financial crime framework and operating practices established through the self-remediation programme will substantially strengthen the Group’s anti-money laundering systems and controls. The Group is continuing to strengthen its processes and controls, including by selective additional hiring in currently vacant roles.

13. Information Technology The Group has developed and continues to develop customer-centric technology that enables it to deliver scalable, innovative solutions to its clients, create a scalable operating environment across the Group and enable the efficient integration of acquired businesses. The Group deploys a number of computer and communications systems and networks to operate its broking business, including front end broking platforms available to customers and brokers to disseminate information, provide analytics and to collect and manage orders, alongside its back-office infrastructure. At the core of the Group’s technology offering are the Group’s proprietary front-end broking platforms, Neon and Agile. Neon, the Group’s trading, risk and data platform, was launched by the Group in 2020. Neon provides traders with direct access to global commodity and financial exchanges, enables clients to manage their risk, including through the application of risk management methodologies, and provides access to market data. Neon can be accessed by multiple channels including via desktop and mobile. Neon includes the following applications: • Neon Insights: Research, commentary and insights across energy, metals and agricultural markets. • Neon Energy: Fully customisable real-time view of Marex’s highly liquid energy markets. • Neon Metals: Access to Marex’s liquidity in base metals, from adjusting 3M positions to trading spreads. • Neon Crude: Real-time crude trading platform, allowing users to view and trade bids for the Canadian crude market. • Neon Trader: Real-time exchange trading with access to multiple global futures and options markets. • Neon Risk: Comprehensive post trade risk management, allowing users to manage risk effectively with real-time P&L at instrument, account, trading group or firm level.

58 Agile is the Group’s full-service commodity broking platform which allows clients to manage their OTC hedging portfolio electronically. The Agile platform aims to provide clients with full transparency and control through the hedging life-cycle. Through Agile, clients can explore new trade ideas in real time, monitor and analyse their hedging portfolio and access up-to-date market data and pricing information. The Group’s operating platforms are supported by third party platforms, including modern, cloud-based solution providers. These third party providers assist the Group in ensuring that its technology is scalable and in providing a seamless client experience. Cloud services are also used to accelerate the Group’s product development by ensuring that the Group is not “re-inventing the wheel” and that it bolts on services where applicable. This then enables the Group to focus its development efforts on the platforms that differentiate its offerings, including Neon and Agile.

14. Intellectual property The Group’s key trademarks comprise MAREX, RCG and NEON. The Group has registered or applied for trademarks relating to every country of operation as well as in a number of other jurisdictions or regions (including the Office for Harmonisation in the Internal Market in respect of the European Union). The registration of the Group’s trade mark portfolio is managed by the Group’s legal team. The Group also holds a portfolio of domain names including, most notably, www.marex.com, www.marexspectron.com and www.marexsolutions.com. The portfolio of domain names is managed by the Group’s legal team. The Group’s websites are supported and managed by a third party service provider and hosted on the Group’s server. The Group has proprietary rights over data analytics and technology systems. These include the Group’s Neon trading and risk platform and Agile, the commodity solutions platform used by Marex Solutions and Marex Financial Products. The Group also licenses from third parties technology and software for managing aspects of its business and also makes use of open source software where appropriate. The Group sometimes engages third parties to develop processes, techniques, technology or other intellectual property on its behalf. As a matter of general practice, contracts with third parties provide for the assignment of relevant intellectual property to the Group or the right to use such intellectual property in its business. The Group’s employees and direct contractors are generally contractually required to both transfer relevant intellectual property to the Group (in addition to statutory protections for the Group where available) and maintain confidentiality.

15. Employees As at 31 December 2020, the Group directly employed approximately 1,000 people across 19 offices in Europe, Asia and North America. The following table sets out a breakdown of the Group’s full-time employees by geography and role as at the dates indicated.

As at 31 December Employees by geography 2020 2019 2018 Employees in Europe ...... 568 461 412 Employees in North America ...... 352 233 77 Employees in Asia ...... 53 38 42 Total number of full-time employees ...... 973 732 531

Employees by role Front-office employees ...... 552 370 278 Back-office employees ...... 421 362 253 Total number of full-time employees ...... 973 732 531 In 2019 and 2020, the Group implemented new employee focused initiatives, including running culture workshops across the Group to discuss the Group’s values and conducting its first Employee Engagement Survey in conjunction with a third party facilitator. The Group’s employment contracts with key personnel, including brokers, generally include minimum notice periods, non-compete and non-solicitation of clients and employees provisions. In the Price Discovery business, where instances of team moves are common amongst the Group’s competitors, the Group implements, where possible, minimum fixed terms with staggered end dates across revenue generating brokers on the same desk in order to reduce the risk of multiple members of a team departing at the same time. The Group seeks to ensure that it has appropriate succession plans in place, and the

59 appropriate contractual protections, to lessen the impact of the departure of a key member of personnel or a team of revenue generators. The Group is committed to promoting equality and diversity and building a culture that values meritocracy, fairness and transparency and which actively values differences. The Directors and the Proposed Director are aware that there are specific challenges in the industry, including the perceived culture and historic gender bias, and are working hard, internally and within the industry, to overcome these challenges. The 2020 Gender Pay Gap Report in relation to Marex Financial reported a total mean gender pay gap of 24%, compared with a total mean gender pay gap of 32% for 2019. The Group’s analysis has shown that this pay disparity is driven by a lack of women in senior roles, rather than unequal pay in matched roles. The Group is therefore focusing its efforts on addressing the issue of gender distribution, with the ultimate aim of increasing female numbers across the board and specifically within senior roles that have higher bonus potential.

16. Environmental, Social and Corporate Governance (ESG) The Directors and the Proposed Director believe that ESG is at the heart of the Group’s business. In recent years, the Group has developed its offering across sustainable products, including biofuels, carbon credits, renewable power and recycled metals, with a view to enabling market participants to optimise consumption and drive efficiencies. The Directors and the Proposed Director believe that the markets for these products will continue to grow strongly in light of the growing trend of decarbonisation and focus on ESG matters. In 2020, the Group developed a new ESG policy and a new Environmental policy which set out the Group’s vision for integrating ESG into its business. The Group’s ESG policy focuses on the impact of the Group’s actions on customers, employees and communities, as well as the emphasis the Group places on responsible trading, business integrity and the use of technology to promote sustainability and protect the environment. The Group’s ESG policy commits the Group to high ethical standards, proactive dialogue with its stakeholders, safe and fair treatment of employees and the sustainable use of natural resources. The Group has two focus areas in managing its environmental impacts: responsible trading and operational impacts. The Group helps to enable the transition to an environmentally sustainable and low carbon economy by supporting initiatives across the broader commodities sector and collaborating with others to deliver a more sustainable future. By working in both traditional and green industries, and facilitating and innovating in these markets, the Group is well-placed to work beyond market silos to make a difference to the sustainability of commodity markets and support the decarbonisation of the economy. The Group also recognises the need to minimise the direct impacts of its business on the environment and manage the operational impacts of its offices, including travel, IT, energy and its office consumables supply chain. The Directors and the Proposed Director believe that the most impactful way the Group can support a green transition is in its business practices. The Directors and the Proposed Director expect the proportion of the Group’s business that supports the green economy to grow as the Group helps more of its clients to move to more sustainable commodities, including carbon credits, renewable power, biofuels, lower carbon, recycled metals and low impact agricultural products that support the environment and local communities. The Group is committed to decarbonising economies. The Group’s activity in developing Power Purchase Agreements, Renewable Energy Certificates and European Carbon Allowances (ECA) is well established, and the Group is committed to supporting its clients through the low carbon transition. As a technology-enabled business, the Group aims to find ways to integrate technology to help accelerate this essential transition. The Group also recognises that an industry-wide shift is needed, and so is contributing to the dialogue through trade organisations. The Group is involved in a number of sustainability initiatives, with a view to aligning the Group with global sustainability efforts. In October 2019, the Company announced its founding sponsorship of the Oxford Programme on the Sustainable Future of Capital Intensive Industries, a multi-year research programme at the Smith School of Enterprise and the Environment at the University of Oxford. The programme focuses on the ways in which capital-intensive industries, such as mining oil and gas, infrastructure and construction, can better support today’s global environmental challenges, including the role of commodity derivative markets and technology in advancing social objectives. The Group’s involvement in this project goes beyond providing financial backing, with active involvement from

60 employees who provide expertise and data across commodity, environmental and derivatives markets. The Group is also supporting with processing large datasets with big-data analysis. The Group is also engaged in a number of projects in connection with preventing mangrove deforestation. The Group has partnered with the Global Mangrove Trust, a Singapore-based not-for- profit involved in the conservation and reforestation of mangrove forests, primarily in Indonesia, Myanmar, Vietnam and India. The Global Mangrove Trust aims to maintain existing mangrove forests, decrease deforestation and rebuild mangrove forests through engagement with the local population. The funds invested by the Group are intended to be used by the Global Mangrove Trust to develop an initial investment pipeline and are expected to be repaid to the Group at a rate of SGD 12,000 per month for a two year period. The Group has entered into a joint venture with the University of Oxford, Kumi Analytics and the Smith School of Enterprise and the Environment to establish Oxford Carbon Services, a not-for-profit organisation. Oxford Carbon Services hosts all project data gathered in connection with the mangrove projects, which is then submitted to a peer review process for validation. Any funds generated by Oxford Carbon Services are used to support the growth of the carbon offset market, with any surplus funds passed to the Smith School of Enterprise and the Environment. For a discussion of the Group’s risk management arrangements, see paragraph 10 of this Part V and for a discussion of the corporate governance arrangements of the Group, see paragraph 4 of Part VII (Directors, Proposed Director, Senior Managers and Corporate Governance) of this document.

17. Corporate Social Responsibility The Directors and the Proposed Director are immensely proud of the Group’s charitable and corporate social responsibility initiatives. The Company budgets to spend $100,000 per annum to support employees in their charitable fundraising activities under its charity matching policy. Under this policy, the Company donates 50% of the sum raised by the employee to their nominated charity. In order to ensure that this fund can be accessed by as many employees as possible, donations from the Company are capped at $4,000 per fundraising event.

18. Properties The Group leases its principal properties, which are used as office space. The Group’s global headquarters are located in London, United Kingdom and consist of approximately 37,000 square feet of space under lease agreements that expire in 2025. The following table sets out details of the Group’s principal properties. Occupancy Country Location type Lease end date

United Kingdom ...... London Leased October 2025 United Kingdom ...... London Leased January 2027 United Kingdom ...... London Leased -(1) Ireland ...... Dublin Leased September 2024 Germany...... Bruchköbel Leased August 2021 France ...... Paris Leased August 2021 France ...... Paris Leased Monthly rolling lease Netherlands ...... Rotterdam Leased 30 September 2021 United States of America ...... New York Leased March 2025 United States of America ...... Chicago Leased December 2029 United States of America ...... Chicago Leased September 2021 United States of America ...... Chicago Leased May 2023 United States of America ...... Chicago Leased October 2021 United States of America ...... Schaumburg Leased December 2026 United States of America ...... Houston Leased January 2022 United States of America ...... Des Moines Leased July 2024 United States of America ...... Stamford Leased March 2024 Canada ...... Calgary Leased December 2021 Canada ...... Montreal Leased June 2021 Singapore ...... Singapore Leased July 2022 Hong Kong ...... Hong Kong Leased September 2022

(1) A new lease in respect of this property has not yet been agreed, however the Group still occupies the property.

61 19. Insurance The Group maintains insurance policies covering a range of business risks including those related to physical damage to, and loss of, equipment and property, injury to employees and business interruption, as well as coverage against claims and general liabilities that may arise through the course of normal business operations. The Group engages an insurance broker to advise on the necessary types and levels of coverage and periodically reviews its coverage with its broker, and renews most of its insurance policies annually. The Group also maintains various other insurance policies to cover a number of other risks related to its business, such as those arising from employment practices and director and officer cover.

62 PART VI

REGULATORY OVERVIEW

1. Introduction The Group operates in highly regulated environments across multiple jurisdictions. Regulatory authorities have broad powers over many aspects of the Group’s operations. The following section considers some of the main features of the relevant regulatory regimes applicable to the Group. See also “Risks Relating to Regulation” in Part I (Risk Factors) of this document.

2. Financial Services Regulation: General The Group is an essential global liquidity hub across energy, commodity and financial markets, in both OTC and exchange-traded markets. Many aspects of these services are highly regulated, and the Group includes the following regulated financial services companies: • MF, which is regulated in the United Kingdom by the FCA; • Marex Spectron International Limited (“MSIL”), which is regulated in the United Kingdom by the FCA, by the NFA and the US Commodity Futures Trading Commission (“CFTC”) in the United States, and by the Alberta Securities Commission and the Ontario Securities Commission in Canada; • MSEL, which is regulated by the Central Bank of Ireland (“CBI”) in Ireland, and which has a branch in Germany which is regulated by the Federal Financial Supervisory Authority (BaFin) in Germany; • Marex North America LLC (“MNA”), which is regulated by the NFA, the CFTC and the Chicago Mercantile Exchange (as its designated self-regulatory organisation) in the United States; • XFA, which is regulated by the SEC in the United States; • Marex Spectron Asia Pte. Ltd. (“MSAPL”), which is regulated by the Monetary Authority of Singapore (“MAS”) in Singapore and the NFA in the United States; • Marex Hong Kong Limited (“MHKL”), which is regulated by the Securities and Futures Commission (“SFC”) in Hong Kong; and • BIP AM SAS (“BIP”), which is regulated by the Autorité des Marchés Financiers in France. Each company generally provides services to clients based both within and outside of its home jurisdiction in accordance with the applicable legal and regulatory requirements. In certain jurisdictions, this involves relying on applicable exemptions. For example, MF relies on certain exemptions from the requirements to be regulated in the United States, and Spectron Energy (Asia) Pte Ltd (“SEAPL”) relies on an exemption in Singapore from the requirement to obtain a license from the MAS. In addition to the regulatory regimes in each company’s home jurisdiction, the Group may be subject to relevant overseas law and regulation when it provides services on a cross-border basis.

3. Financial Services Regulation: United Kingdom

3.1. General regulatory framework In the United Kingdom, the Group has two FCA authorised firms: MF and MSIL, which have permission to carry on a range of investment activities relating to the Group’s business. No entities in the Group are authorised or regulated by the PRA. FSMA is the central piece of legislation for the regulation of financial services companies in the United Kingdom. Amongst other things, it imposes a number of requirements on FCA authorised firms and gives the FCA a broad range of powers.

3.2. Key financial services regulatory rules In addition to FSMA, MF and MSIL are subject to a wide range of regulatory rules, which are prescribed by various sources, including (but not limited to) the rules prescribed in the FCA’s handbook of rules and guidance (the “FCA Handbook”) and “on-shored” EU financial services legislation which has generally been retained in UK law (in modified form) following the United Kingdom’s withdrawal from the

63 European Union. Many of the rules that apply to MF and MSIL are prescribed by this “on-shored” legislation, including the UK versions of: • the regime referred to collectively as MiFID II (Directive 2014/65/EU on markets in financial instruments and Regulation (EU) No 600/2014 on markets in financial instruments) (“MiFID II”); • the European Market Infrastructure Regulation (Regulation (EU) No 648/2012 on OTC derivatives, central counterparties and trade repositories) (“EMIR”); • the Capital Requirements Regulation (Regulation (EU) No 575/2013 on prudential requirements for credit institutions and investment firms) (“CRR”) and the fourth Capital Requirements Directive (Directive 2013/36/EU on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms) (“CRD IV”); • the Market Abuse Regulation (Regulation (EU) No 596/2014 on market abuse); • the Regulation on wholesale energy market integrity and transparency (Regulation (EU) No 1227/2011 on wholesale energy market integrity and transparency) (“REMIT”); • the Benchmarks Regulation (Regulation (EU) 2016/1011 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds) (“BMR”); and • the Bank Recovery and Resolution Directive (Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms) (“BRRD”).

3.3. Key regulatory requirements The rules above impose a wide range of requirements on MF and MSIL including (but not limited to) requirements relating to: • best execution and order handling; • (for MF) the regulation of OTC derivatives transactions, including a requirement in certain cases to centrally clear or apply “risk mitigation techniques”; • holding client money, which are principally intended to ensure that client money is protected in the event of the firm’s insolvency. MF is also subject to specific client money rules relating to regulated clearing arrangements; • conflicts of interest; • operational resilience and outsourcing; • contributing to regulated benchmarks (the Group does not currently administer any benchmarks subject to the BMR but does administer the Canadian Crude Oil Month Ahead Indices); • market conduct — both in relation to financial instruments and wholesale energy products; and • the Senior Managers and Certification Regime, which relates primarily to the accountability and responsibility of managers and other relevant staff, including ensuring that firms have clear and effective governance structures.

3.4. Regulatory clients While MF has authorisation from the FCA to provide certain investment services to retail clients, the Group does not have any retail clients and in practice only provides services to professional clients and eligible counterparties.

3.5. Remuneration MF and MSIL must comply with the requirements contained in SYSC 19A of the FCA Handbook. The SYSC 19A rules will apply to individuals whose professional activities have a material impact on the firms' risk profiles. MF and MSIL are “Proportionality Level 3 firms”, meaning they can disapply the pay- out process rules (e.g. deferral and payment in instruments), but must comply with rules on remuneration policy, governance and disclosure. The FCA is currently consulting on revisions to SYSC 19A which may impact on remuneration requirements in the future.

64 3.6. Prudential Capital and Liquidity Requirements Under CRR, MF and MSIL are required to maintain minimum levels of capital of sufficient quality to meet individual regulatory capital requirements. MF is also subject to individual liquidity requirements. Regulatory capital and liquidity requirements also apply to the Group on a consolidated basis, with the Company treated as the ultimate parent undertaking for these purposes. Capital and liquidity requirements vary according to (amongst others) the scale and nature of the Group’s business, an internal assessment of the Group’s requirements, and additional requirements imposed by the FCA. The United Kingdom currently intends to introduce a new prudential regime for investment firms on 1 January 2022, which will replace the requirements under CRR and CRD IV. The Group is currently assessing the impact of the new prudential regime and preparing for its implementation.

3.7. Resolution and Bail-in Requirements The BRRD regime, as implemented in the United Kingdom, gives authorities a wide range of powers to deal with financial institutions which, broadly, are failing or are likely to fail. In particular, firms may be placed into the so-called special resolution regime (the “SRR”) which grants regulators a range of powers, including pre-insolvency stabilisation powers—such as “bail in” (writing down the claims of the firm’s unsecured creditors, including holders of capital instruments, and converting those claims into equity). Where appropriate and permitted under the regime, regulators also have powers in relation to other entities in the same group as the relevant financial institution. MF is subject to the BRRD regime and the Group maintains appropriate Recovery and Resolution Plans. In the event that MF or any other Group company enters the BRRD resolution regime and any BRRD powers are exercised (or are expected to be exercised), the rights of investors in the ordinary shares of the Company may be materially adversely affected and investors in the ordinary shares of the Company could be substantially diluted, which may materially adversely affect the value of the ordinary shares of the Company.

3.8. FCA supervision and enforcement The FCA has a wide range of supervisory powers, including extensive powers to intervene in the affairs of an FCA authorised firm. The FCA also has various disciplinary and enforcement powers, which include powers to limit or withdraw a firm’s permissions; suspend individuals from undertaking regulated activities; impose restitution orders; and fine, censure, or impose other sanctions on firms or individuals. The FCA can also formally investigate a firm, require firms to produce information or documents, or require a firm to provide a “skilled persons” report. Breaches by authorised firms of certain rules can also give certain private persons (who suffer loss as a result of the breach) a right of action against the firm for damages.

3.9. Financial Services Compensation Scheme / Financial Ombudsman Scheme MF is within the scope of the United Kingdom Financial Services Compensation Scheme (“FSCS”) which, in certain circumstances, would provide compensation if MF was unable meet claims to its clients (for example, in the event of MF’s insolvency). MF is required to pay an annual levy in respect of the FSCS, which is variable. The Group is not subject to the Financial Ombudsman Scheme.

3.10. Change in control The FCA has certain powers in relation to the approval of the “controllers” of UK FCA authorised firms, including MF and MSIL. In particular, any person proposing to acquire or increase “control” in an FCA authorised firm must obtain approval from the FCA prior to the change in control.

4. Financial Services Regulation: Ireland and the European Economic Area MSEL is authorised and regulated by the CBI in Ireland and carries on a range of regulated financial business, including the operation of the MSEL OTF. When conducting its business, MSEL is subject to a number of EU legislative regimes, including MiFID II, EMIR, CRR and CRD IV, MAR and REMIT. MSEL also has a branch in Germany which it operates under a MiFID passport. In broad terms, this means that MSEL is not required to comply with all German law and regulation that would otherwise apply to it when conducting business from its German branch that is regulated by MiFID II.

65 The Group also includes BIP AM SAS, which it acquired in 2020 and which is authorised and regulated by the Autorité des Marchés Financiers in France. BIP AM SAS is authorised under the AIFMD to manage Volatility Performance Fund and to perform certain other investment services permitted under the AIFMD. The AIFMD prescribes various rules in relation to (among other things) the authorisation, capital requirements and conduct of business of fund managers, and the marketing of funds. BIP AM SAS is also subject to various other EU legislative regimes (including some of those that apply to MSEL) and relevant French law and regulation.

5. Financial Services Regulation: United States

5.1. CFTC and NFA Regulations MNA, MSIL and XFA are subject to significant governmental regulation in the United States, and between them are required to comply with requirements imposed by the CFTC, the NFA and the CME Group Exchanges including the Chicago Mercantile Exchange, the , Commodity Exchange Inc., and the New York Mercantile Exchange. MNA is also a member of the Minneapolis Grain Exchange since February 2019 and ICE Futures US since December 2010. These regulatory bodies protect clients by imposing requirements relating to capital adequacy, licensing of personnel, conduct of business, protection of client assets, record-keeping, trade-reporting and other matters. The CFTC is responsible for enforcing the Commodity Exchange Act (the “CEA”) with broad enforcement authority over commodity futures and options contracts traded on regulated exchanges as well as other commodities trading in interstate commerce. The aim of the CFTC is to protect market users and the public from fraud, manipulation and abusive practices related to the sale of commodity and financial futures and options, and to foster open, competitive and financially sound futures and markets. To that end MNA and MSIL must comply with the requirements set out by the CEA including minimum financial and reporting requirements, the establishment of risk management programmes, use of segregated accounts for customer funds, maintenance of record keeping measures and in particular, the requirement that trade execution and communications systems be able to handle anticipated present and future peak trading volumes. Designated by the CFTC as a registered futures association, the NFA is the industrywide, self-regulatory organisation for the US derivatives industry. MNA is regulated by the NFA as an FCM, while MSIL and XFA are regulated by the NFA as introducing brokers (“IBs”). The NFA has the power to search for and implement what it believes are best practices for the industry, create rules that its members must follow and impose fines or revoke the membership of its members. It also offers an arbitration process to help customers and businesses settle disputes or come to a resolution on allegations of wrong-doing. The securities industry in the United States is subject to extensive regulation under federal and state securities laws. MNA, MSIL and XFA must comply with a wide range of requirements imposed by the SEC, state securities commissions, the Municipal Securities Rulemaking Board (“MSRB”) and FINRA. These regulatory bodies safeguard the integrity of the financial markets and protect the interests of investors in these markets. They also impose minimum capital requirements on regulated entities. These laws and regulations include obligations relating to, among other things, custody and management of client assets, marketing activities, self-dealing and full disclosure of material conflicts of interest, and generally grant the SEC and other supervisory bodies administrative powers to address non-compliance. In particular, FINRA regulates trading in securities futures and options. All firms dealing in securities that are not regulated by another SRO, such as by the MSRB are required to be member firms of the FINRA. As part of its regulatory authority, FINRA periodically conducts regulatory exams of its regulated institutions. FINRA licenses individuals and admits firms to the industry, writes rules to govern their behaviour, examines them for regulatory compliance, and is sanctioned by the SEC to discipline registered representatives and member firms that fail to comply with federal securities laws and FINRA's rules and regulations.

5.2. Sanctions Regulations The USA PATRIOT Act contains anti-money laundering and financial transparency laws and mandates the implementation of various regulations applicable to broker-dealers and other financial services companies such as MNA, MSIL and XFA. The USA PATRIOT Act seeks to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. Anti-money laundering laws outside of the United States contain similar provisions. The Directors and the Proposed Director believe that MNA has implemented, and

66 maintains, appropriate internal practices, procedures and controls to enable it to comply with the provisions of the USA PATRIOT Act and other anti-money laundering laws. The United States also maintains various economic sanctions programs administered by the OFAC. The OFAC administered sanctions take many forms, but generally prohibit or restrict trade and investment in and with sanctions targets, and in some cases require blocking of the target’s assets. Violations of any of the OFAC-administered sanctions are punishable by civil fines, criminal fines, and imprisonment. MNA has established policies and procedures designed to comply with applicable OFAC requirements. Although the Directors and the Proposed Director believe that MNA’s policies and procedures are effective, there can be no assurance that its policies and procedures have been effective in all instances or will effectively prevent it from violating the OFAC-administered sanctions in every transaction in which it may engage.

5.3. Net Capital Requirements The SEC, FINRA and the CFTC require maintenance of specific levels of net capital. As an SEC registered broker-dealer and an NFA registered IB, XFA is subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and the SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934 (the “Exchange Act”). These rules specify the minimum amount of capital that must be available to support their clients’ open trading positions and are designed to measure general financial integrity and liquidity. Net capital and the related net capital requirement may fluctuate on a daily basis. MNA and MSIL are also subject to net capital requirements as CFTC and NFA regulated entities. Failure to maintain the required net capital may subject MNA, MSIL and XFA, respectively, to suspension or revocation of registration by the SEC, and suspension or expulsion by FINRA and other regulatory bodies and may subject them to limitations on their activities including suspension or revocation of their registration by the CFTC and suspension or expulsion by the NFA and various exchanges of which they are members. For example, in 2019, MNA and MSIL were subject to enforcement action from the CFTC in respect of a regulatory capital reporting issue, which resulted in the matter being settled with the CFTC for $370,000. See paragraph 4.1 “Failure to comply with law and regulation could subject the Group to enforcement or other action, force it to cease providing certain services, or oblige it to change the scope or nature of its operations” in Part I (Risk Factors) of this document.

6. Internet Regulation and Data Protection The GDPR came into effect on 25 May 2018. It has been heralded as the most protective data privacy regime in the world and, since its enactment, has brought about significant changes to the way data controllers and processors are regulated. Moreover, the GDPR expands the territorial reach of data protection legislation beyond the borders of the EU. By its terms, the GDPR also applies to businesses outside of the EU that process the personal data of data subjects located in the EU, if selling into the EU or providing services to EU residents. In the United Kingdom, following Brexit, the UK GDPR (the UK version of the GDPR which is part of UK law by virtue of the European Union Withdrawal Act 2018) came into force on 31 December 2020. The GDPR and UK GDPR introduce a bundle of rights exercisable by individuals to access, delete, transport and correct their personal data and to object to the processing of it. The legislation also requires data controllers to map their data processes, to ensure demonstrable compliance with its provisions. The GDPR and UK GDPR further require data controllers to enter into written and legally binding agreements with third parties with whom personal data is shared, designed to impose responsibility for the mishandling of personal data, for the first time, directly on processors. The GDPR and UK GDPR also mandate that data controllers observe higher standards of governance, including the requirement for some controllers to appoint a data protection officer (“DPO”). Under the GDPR and UK GDPR, any cyber-attack, security breach, loss or wrongful transfer by any other means that results in the destruction, loss, alteration, unauthorised disclosure of or access to personal data results in the imposition of onerous obligations to report such a breach to the regulator and, in some cases, the affected individuals. These obligations extend to data controllers and the timescale for reporting is demanding. In addition, the GDPR and UK GDPR restrict the transfer of personal data to countries outside the European Union or the United Kingdom (as applicable). Typically, for a transfer to be lawful requires the establishment of safeguards to protect the personal data once it is transferred outside the European Union or the United Kingdom (as applicable). Such measures can include contractual safeguards, binding corporate rules or if the relevant third country (i.e., the country

67 outside of the EEA to which the data is being exported) has data privacy standards equivalent to those applicable in the European Union or the United Kingdom (as applicable). Failure to comply with the GDPR or the UK GDPR can lead to regulators taking enforcement action against the responsible party. Consequences of noncompliance include significant penalties, with the maximum fine for the most serious compliance failures set at the higher of €20 million or up to 4% of the annual worldwide group turnover. The GDPR is directly applicable in the 27 member-states of the European Union. In the United Kingdom, the Data Protection Act 2018 (the “DPA”) supplements the UK GDPR. Specifically, the DPA fortifies the UK GDPR’s mandate and tailors how its provisions apply in the United Kingdom. The DPA also sets forth separate data protection rules for law enforcement authorities and extends data protection requirements to other areas, such as national security and defence. The DPA appoints the Information Commissioner as the independent data protection regulator for the United Kingdom. It also requires data controllers to notify the Information Commissioner of breaches of the DPA. There is also another European Directive which governs privacy and the processing of personal data specifically in the electronic communications sector (the “Privacy and Electronic Communications Directive”). The Privacy and Electronic Communications Directive was adopted by the European Union on 12 July 2002 and covers the processing of personal data on all public electronic communication systems. It specifically addresses the issues of direct marketing by e-mail and therefore affects the way the Group may use the personal data it collects from its clients and other individuals in order to market its business. The Privacy and Electronic Communications Directive was implemented into law in the United Kingdom by the Privacy and Electronic Communications (EC Directive) Regulations 2003 (the “PEC Regulations”). The PEC Regulations restrict the use of automated calling systems, facsimile machines, e-mail and SMS for direct marketing purposes. In particular, companies may not send unsolicited e-mail communications for the purposes of direct marketing unless the recipient has given their prior consent. A limited exception applies in relation to the direct marketing of similar products and services to a company's existing clients, provided that the client is, on each occasion, given the opportunity to refuse the use of their contact details for such purposes.

7. Anti-money laundering and financial crimes The Group is subject to anti-money laundering, counter-terrorism financing and sanctions laws and regulations that are enforced by relevant regulators in the jurisdictions in which the Group operates. See also paragraph 2.3 “—The Group identified historical weaknesses in its anti-money laundering systems and controls” in Part I (Risk Factors) and paragraph 12 “Anti-money laundering” in Part V (Business Overview).

8. Financial Services Regulation: Singapore In Singapore, MSAPL engages in freight broking and is regulated and licensed by the MAS to carry on certain regulated financial business. MSAPL is subject to Singapore law and regulation when conducting this business, including the Securities and Futures Act and Regulations, and the Financial Advisors Act and Regulations. SEAPL engages in energy OTC broking and also operates in Singapore but relies on an exemption from the requirement to obtain a license from the MAS. Although SEAPL is not required to be obtain a license from the MAS, it remains subject to certain aspects of Singapore law and regulation whilst conducting its business.

9. Financial Services Regulation: Hong Kong In Hong Kong, MHKL conducts regulated financial business and is regulated by the SFC as an introducing broker. MHKL is subject to Hong Kong law and regulation when conducting this business, including the Securities and Futures Ordinance.

68 PART VII

DIRECTORS, PROPOSED DIRECTOR, SENIOR MANAGERS AND CORPORATE GOVERNANCE

1. Directors and Proposed Director The Directors and their respective ages and positions are set out below: Name Age Position Carla Stent ...... 50 Non-Executive Chair Ian Lowitt ...... 57 Chief Executive Officer Paolo Tonucci ...... 52 Chief Financial Officer Lord Stanley Fink ...... 63 Non-Executive Director Diane Moore ...... 59 Non-Executive Director Jeremy Isaacs ...... 57 Non-Executive Director Roger Nagioff ...... 57 Non-Executive Director Henry Richards ...... 36 Non-Executive Director Daniel Hallgarten ...... 59 Non-Executive Director Joseph Cohen ...... 54 Non-Executive Director The business address of each Director is 155 Bishopsgate, London, EC2M 3TQ. It is anticipated that, within approximately one month following the date of this document, Henry Richards, Daniel Hallgarten and Joseph Cohen will resign from the Board. It is anticipated that, within approximately one month following the date of this document, Ed Warner (the “Proposed Director”) will be appointed as a Non-Executive Director (subject to FCA confirmation of his appointment). The Proposed Director and his age and proposed position is set out below: Name Age Proposed position Ed Warner ...... 57 Non-Executive Director The Company is in the process of recruiting two additional Non-Executive Directors for appointment to the Board and expects to make the appointments within approximately 12 months following the date of this document (subject to FCA confirmations of the appointments). Following these appointments, it is anticipated that Lord Stanley Fink and, unless JRJ Group is entitled to nominate two Directors for appointment to the Board, Roger Nagioff will resign from the Board. A short biography for each Director and the Proposed Director is set out below. Further information on the Directors and the Proposed Director, including the companies of which each of the Directors and the Proposed Director has been a director at any time in the past five years, is set out in paragraph 7 of Part XI (Additional Information) of this document.

Carla Stent, Non-Executive Chair Carla Stent was appointed Non-Executive Chair of the Board in January 2019, having previously been a Non-Executive member of the Board since 2014. Ms Stent has extensive executive and non-executive international experience across financial services, principally banking and private equity, as well as retail and travel. Her current board roles include Post Office Limited, JP Morgan Elect plc, Tilney Smith and Williamson Group and Power to Change. She has also served on the boards of Change Alliance (India) Private Limited, Christian Aid, The Young Women’s Trust and various Virgin Group entity boards, amongst others. From 2010 to 2013, Ms Stent was Chief Operating Officer and Partner at Virgin Group. She was previously Deputy Chief Financial Officer and Chief Administrative Officer of the Global Retail and Commercial Bank arm of Barclays Bank. From 2000 to 2004 she held a variety of roles at Thomas Cook AG Group, including Operations Director and Director of Group Strategy & Corporate Finance. Ms Stent is a qualified Chartered Accountant and has a Masters in Advanced Accounting, Taxation, Business Administration and Auditing from the University of South Africa, Cape Town.

Ian Lowitt, Chief Executive Officer Ian Lowitt is Chief Executive Officer at Marex. He was previously at Barclays Bank where, after the acquisition of , he managed the integration of the businesses and support functions and served as the Chief Operating Officer of Barclays Wealth America. Prior to Barclays, Mr Lowitt spent

69 14 years at Lehman Brothers, latterly as Chief Financial Officer, and before that was Co-Chief Administrative Officer for the firm responsible for Systems, Operations, Finance Risk and Expense Management. Prior to this role he was the Head of Strategy, Global Treasurer and Head of Tax and European Chief Administrative Officer. Mr Lowitt has an MSc in Economics and an MA in Philosophy, Politics and Economics from the University of Oxford, which he attended as a Rhodes Scholar, and a BSc and an MSc in Electrical Engineering from University of Witwatersrand in Johannesburg.

Paolo Tonucci, Chief Financial Officer Paolo Tonucci joined Marex in March 2018 as Chief Operating Officer and became Chief Financial Officer in October 2020. He was previously at the Commonwealth Bank of Australia (Commbank) based in Sydney, where he was Group Treasurer, with responsibility for funding, capital and balance sheet management. Before Commbank, he was Head of Funding and Liquidity at Barclays Bank in London. Prior to Barclays Bank, Mr Tonucci spent 12 years at Lehman Brothers in London and New York, latterly as Global Treasurer where he managed a team of 220. Mr Tonucci is a Chartered Accountant and has an MA in Economics from the University of Cambridge.

Lord Stanley Fink, Non-Executive Director Lord Fink is a well-known figure in the world of hedge funds and philanthropy, having been active in the industry for over twenty-five years. He is the former Chairman of systematic ISAM and Zenith Hygiene Products, and was previously CEO of Man Group plc, where he presided over the company’s rapid growth in an illustrious career dating from 1987 to 2008 (he served as CEO from 2000 to 2007, and headed Man’s fund management business from 1996). Prior to this, he worked for Citibank in Structured Finance and Mars Confectionery, following a qualification as a Chartered Accountant with Arthur Andersen in 1982. Lord Fink read Law at Trinity Hall College Cambridge University and attended Manchester Grammar School. Lord Fink is a committed philanthropist with a focus on children’s charity, particularly in the fields of health and education. He is President of the Evelina London Children’s Hospital, as well as a longstanding Trustee of ARK. He is Co-Chairman of the Board of Governors of the Oxford Centre for Hebrew and Jewish Studies and Council Member of the Association of British Neurologists (ABN). He was also a Trustee of the Mayor’s Fund for London between 2008-2017 and Chair Emeritus of the Governors at Burlington Danes School which he sponsored through ARK. Raised to the peerage in 2011 as Baron Fink of Northwood, Lord Fink is also active in politics. He was Conservative Party Treasurer and Co-Treasurer from 2009, standing down in 2013, prior to which he served on a number of policy committees for the party.

Diane Moore, Non-Executive Director Diane Moore was appointed as a Non-Executive Director of the Board and chair of the Audit and Compliance Committee in February 2021. Ms Moore has extensive regulatory and financial services experience, including previous executive roles at the Bank of England (1985-1997), Oesterreichische Nationalbank (1997-2001) and the Financial Services Authority (2001-2013). Ms Moore’s other current non-executive appointments include Axis Bank UK Limited and Cantor Fitzgerald Ireland. Until May 2021, Ms Moore was an independent non-executive director at Cantor Fitzgerald Europe and on the main board of Habib Bank Ltd in Pakistan. Prior to June 2019, Ms Moore was senior independent non- executive director of MUFG EMEA Securities plc, non-executive chair of the audit committee at MUFG Bank (London branch), and independent chair of an FCA-authorised fintech start-up, SteadyPay Limited. She was also previously a board member and trustee of The Mental Health Foundation and a Lay Member of the Regulatory Risk Committee of the Solicitors Regulation Authority. Ms Moore has an MA Joint Honours in French and German from the University of St. Andrews, an MSc in Politics and Public Administration from the University of London, and an MBA (with distinction) from the Open University Business School (Vienna and London).

Jeremy Isaacs, Non-Executive Director Jeremy Isaacs is a founding partner of JRJ Group and has over three decades of financial services industry and investment experience. Prior to establishing JRJ Group, he was the Chief Executive Officer of Lehman Brothers in Europe, Middle East, and Asia. Before joining Lehman Brothers, he led the European equity derivatives trading business of Goldman Sachs. He participates in numerous philanthropic activities, holding a range of positions, including Trustee of The J Isaacs Charitable Trust and Chair of Trustees for the Noah’s Ark Children’s Hospice. Mr Isaacs is an Honorary Fellow of the

70 London Business School. He has previously served as non-executive director of Imperial College Healthcare NHS Trust (2003-2016) and as a Member of British Olympic Advisory Board (2007-2012). Mr Isaacs was appointed Commander of the Order of the British Empire (CBE) in the 2015 Queen’s Birthday Honours for his services to the NHS. In May 2019, Mr Isaacs received a Doctor of Philosophy Honoris Causa from the Haifa University, Israel.

Roger Nagioff, Non-Executive Director Roger Nagioff is a founding partner of JRJ Group and has 35 years of operating and investing experience in the financial services and real estate industries. Prior to co-founding JRJ Group, he served in various senior executive positions within Lehman Brothers, holding leadership roles in a number of business lines in Europe and the United States. Mr Nagioff was Global Head of Fixed Income at Lehman Brothers, succeeding to the role from his previous position as Chief Operating Officer for Europe, and before that, as Co-Head of Global Equities. Mr Nagioff holds a BA degree in law.

Henry Richards, Non-Executive Director Henry Richards is a principal at JRJ Group, where he is responsible for origination, analysis, execution and monitoring of private equity investments. Prior to joining JRJ Group, Mr Richards was an investment banker at JP Morgan in London in the Financial Institutions Group. Mr Richards holds a BA (Hons) in Classics from the University of Durham.

Daniel Hallgarten, Non-Executive Director Daniel Hallgarten is a partner of BXR Advisory Partners LLP, an adviser to the BXR Group. He has worked in predecessor firms to BXR Advisory Partners and also the UK arm of a predecessor of the BXR Group since 2005. Prior to this he was CFO of a software start-up following ten years as an investment banker first at S.G. Warburg in London and Madrid and, following two years at the European Investment Fund in Luxembourg, UBS Investment Bank in London. Mr Hallgarten is a Chartered Accountant (Arthur Andersen & Co., London) and holds a degree in Chemistry from the University of Nottingham, England.

Joseph Cohen, Non-Executive Director Joseph Cohen is one of the three founding partners of Trilantic Europe. Prior to Trilantic Europe, Mr Cohen spent 20 years at Lehman Brothers, of which 13 years was at Lehman Brothers Merchant Banking where he was the European Co-Head. He was also a member of the Lehman Brothers’ Investment Management Division’s European Operating Committee. Prior to that, he was a member of Lehman Brothers Corporate Finance team based in Paris, New York, and London. Mr Cohen is currently a director of YM&U. Mr Cohen holds a BSc. degree in Economics from the London School of Economics.

Ed Warner, Proposed Non-Executive Director Ed Warner has extensive executive experience in the financial services sector, including as chair of Grant Thornton UK LLP, interim chair and remuneration committee chair of Clarkson plc, non-executive director at Tradition UK, chief executive of IFX Group plc and Head of European Equities and Global Equities Research at NatWest Markets. He was also CEO of Old Mutual Securities and Old Mutual Financial Services UK. Mr Warner held research and strategy positions at Dresdner Kleinwort Benson, Baring Securities and UBS Phillips & Drew. He currently holds non-executive positions on the boards of HarbourVest Global Private Equity, Blackrock Energy and Resources Income Trust and Air Partner plc, and was chairman of UK Athletics for 10 years until 2017, earning an OBE for services to the sport. Mr Warner has a BA (Hons) in Philosophy, Politics and Economics from Worcester College, Oxford.

2. Senior Managers The Senior Managers of the Company, whom the Directors and the Proposed Director believe are relevant to establishing that the Company has the appropriate expertise and experience for the management of the Company's business, as at the date of this document and their respective ages and positions are set out below: Name Age Position Simon van den Born ...... 53 President Bastien Declercq ...... 37 CEO, CSC Jeremy Elliott ...... 48 Group Head of Energy Nilesh Jethwa ...... 42 CEO, Marex Solutions

71 Thomas Texier ...... 47 Head of Marex Clearing Services Ram Vittal ...... 48 CEO, Marex North America The business address of each Senior Manager other than Ram Vittal is 155 Bishopsgate, London, EC2M 3TQ. Ram Vittal’s business address is 360 Madison Avenue, Third Floor, New York, NY 10017. A short biography for each Senior Manager is set out below. Further information on the Senior Managers, including the companies of which each of the Senior Managers has been a director at any time in the past five years, is set out in paragraph 7 of Part XI (Additional Information) of this document.

Simon van den Born, President Simon van den Born joined Marex in 2010 and was appointed to the Board in January 2016 and resigned as a director in February 2021. He previously spent ten years at Goldman Sachs in the Commodity Index and Metals teams before moving to become a Portfolio Manager at Valhalla Capital Management in 2004.

Bastien Declercq, CEO of CSC Bastien Declercq is the CEO of CSC Commodities, which he co-founded in 2013. He started his career as a trader at Morgan Stanley Commodities and then UBS, where he headed the oil flow trading business. Mr Declercq has a Master in Mechanical Engineering from Ecole des Ponts Paritech and a Master in Physics from University Paris 7.

Jeremy Elliott, Group Head of Energy Jeremy Elliott joined Marex in September 2013 from ICAP as COO of the Energy division before becoming MD and co-head in August 2014. Mr Elliott held a number of roles at ICAP latterly as business manager of the Energy unit with primary responsibility for new business initiatives and electronic broking. He has more than 15 years' experience in the financial and energy markets.

Nilesh Jethwa, CEO of Marex Solutions Nilesh Jethwa is the CEO of Marex Solutions, which he set up in 2017. He was previously at Leonteq, a Swiss-based FinTech company, which he helped launch and ultimately went public on the Swiss Stock Exchange, running their Markets Division, managing Trading, Sales Structuring, Quantitative Analytics and Treasury. Prior to Leonteq, Mr Jethwa spent eight years at Lehman Brothers, latterly as Head of Stock Exotics trading for Europe and Middle East. He is a Trustee of Noah's Ark Children's Hospice. Mr Jethwa has an MA (hons) in Mathematics from the University of Cambridge.

Thomas Texier, Head of Marex Clearing Services Thomas Texier joined Marex in 2020 as Head of Marex Clearing Services. He was previously CEO of R.J. O'Brien's London business, where he was also responsible for the global IT organisation and sat on their Executive Committee. Prior to R.J. O'Brien, Mr Texier held roles at the Kyte Group in London and Société Générale in Japan. Mr Texier holds a Masters from the Kedge Business School in France.

Ram Vittal, CEO of Marex North America Ram Vittal joined Marex in 2020. He was previously Managing Director in Treasury Services at JPMorgan for seven years. Prior to that he was Managing Director at Goldman Sachs and held several leadership roles over a nine year tenure in the Investment Management and Investment Banking divisions. Mr Vittal holds an MBA from Wharton and serves as Chairman of the Board of Overseers for Columbia University's School of Professional Studies.

3. Directors’, Proposed Director’s and Senior Managers’ Interests Details of the interests of each Director, the Proposed Director and each Senior Manager in the share capital of the Company are set out in paragraph 7.2 of Part XI (Additional Information) of this document.

4. Corporate governance As an unlisted private company, the Company is not subject to the UK Corporate Governance Code published in July 2018 by the Financial Reporting Council. However, the Board is committed to the highest standards of corporate governance.

72 5. Board committees The Board has established an Audit and Compliance Committee, a Risk Committee, a Remuneration Committee, a Nomination Committee, a Board Executive Committee and an Acquisitions & Disposals Committee, each with formally delegated duties and responsibilities and written terms of reference. The members of each committee are as follows: Committee Chair Members as at the date of this document Audit and Compliance Diane Moore Henry Richards Joseph Cohen Daniel Hallgarten Risk Lord Stanley Fink Roger Nagioff(1) Daniel Hallgarten Joseph Cohen Remuneration Jeremy Isaacs(2)(3) Carla Stent Diane Moore Daniel Hallgarten Joseph Cohen Nomination Jeremy Isaacs(2)(4) Carla Stent Diane Moore Daniel Hallgarten Joseph Cohen Board Executive Ian Lowitt(5) Paolo Tonucci(5) Simon van den Born Ram Vittal Jeremy Elliott Nilesh Jethwa Karen Neffar(6) Dean Shoosmith(7) Acquisitions & Disposals Carla Stent Daniel Hallgarten Roger Nagioff(1) Joseph Cohen

(1) Jeremy Isaacs is the alternate committee member for Roger Nagioff. (2) Roger Nagioff is the alternate committee member for Jeremy Isaacs. (3) Ed Warner will chair the Remuneration Committee following FCA approval. (4) Carla Stent will chair the Nomination Committee following FCA approval. (5) Ian Lowitt and Paolo Tonucci are the voting members. (6) Karen Neffar is Group HR Director. (7) Dean Shoosmith is Group Chief Risk Officer (subject to FCA approval).

Audit and Compliance Committee The Audit and Compliance Committee is mandated to ensure that the interests of shareholders are properly protected in relation to financial reporting, external auditing, internal financial controls and regulatory compliance. The Audit and Compliance Committee also monitors the effectiveness of the Group’s internal audit function and ensures there is an appropriate relationship with the external auditor. The Audit and Compliance Committee is responsible for: reviewing the systems of internal control, including the effectiveness of policies, controls, risk identification and control, detection and prevention of fraud and compliance with legal and regulatory requirements; oversight of the internal audit function, including approving the annual plan of internal audit reviews, examining internal audit reports and ensuring timely resolution of issues; and reviewing and recommending the annual financial statements and appointment and reappointment of auditors for the Group (and approval of associated fees).

Risk Committee The Risk Committee is mandated to oversee and provide advice to the Board on the Group’s current risk exposures and future risk strategies (including the strategy for capital and liquidity management); the embedding and maintenance throughout the Group of a supportive culture in relation to the management of risk; and the establishment of prescriptive rules and procedures in relation to risk.

73 The Risk Committee is responsible for the oversight and management of the key risks facing the Group and maintaining the Group’s risk profile within the risk appetite set by the Board. It advises the Board on risk appetite, tolerance and future risk strategy, considering: the Board’s overall risk appetite; the current financial resources of the Group; the Group’s ability to manage and control risks within the agreed strategy; and the current and prospective economic and financial environment. The Risk Committee also supports the Board in setting an appropriate ‘tone from the top’, in order to promote a risk-aware culture and embed risk management throughout the Group.

Remuneration Committee The Remuneration Committee is mandated to determine the remuneration policy and practices of the Company for the Executive Directors and design and determine remuneration for the Chair, the Executive Directors and senior management of the Company, having regard to statutory and regulatory requirements.

Nomination Committee The Nomination Committee is mandated to ensure there is a formal, rigorous and transparent procedure for the appointment of new directors of the Company; lead the process for Board appointments; make recommendations to the Board; and ensure plans are in place for succession to the Board and senior management positions, including overseeing the development of a diverse pipeline for succession.

Board Executive Committee The Board Executive Committee is mandated to oversee the day to day conduct of the Group’s business; developing and recommending Group objectives, strategy and budget to the Board; and executing the strategy approved by the Board.

Acquisitions & Disposals Committee The Acquisitions & Disposals Committee is mandated to evaluate potential acquisition and/or divestment of companies, businesses and/or teams, as proposed by management. The Acquisitions & Disposals Committee carefully considers the risks of the proposed transaction and reviews the contribution to the Group’s shareholder value; ensuring that appropriate due diligence is undertaken and that the terms of such acquisition or disposal have been satisfactorily negotiated. The Acquisitions & Disposals Committee recommends proposals to the Board.

74 PART VIII

SELECTED FINANCIAL AND OTHER INFORMATION

The following tables present selected financial and other information of the Group as at the dates and for the periods indicated. Except for the information under the heading “Key Performance Indicators”, the selected financial and other information has been extracted without material adjustment from Section A of Part X (Historical Financial Information) of this document. The following information should be read in conjunction with the section entitled “Presentation of Financial and Other Information” in Part II (Important Information) of this document and Part IX (Operating and Financial Review) of this document.

1. Selected Consolidated Income Statement Information Year ended 31 December 2020 2019 2018 ($ million) Revenue ...... 762.4 554.9 388.5 Operating expenses ...... (721.4) (537.0) (346.7) Interest income...... 20.5 38.6 7.4 Finance expense ...... (4.9) (5.7) (4.0) Operating Profit ...... 56.6 50.9 45.2 Other income...... 1.8 1.6 0.1 Other expense...... (3.4) (5.8) (31.9) Profit before taxation ...... 55.0 46.6 13.4 Taxation ...... (11.2) (10.2) (3.3) Profit after taxation ...... 43.8 36.4 10.2

Year ended 31 December Net revenue by business segment 2020 2019 2018 ($ million) Market Making net revenue ...... 101.6 66.2 60.7 Commercial Hedging net revenue...... 181.6 158.9 109.6 Price Discovery net revenue ...... 127.9 123.4 119.1 Data & Advisory net revenue ...... 3.6 3.7 3.6 Total net revenue ...... 414.7 352.2 293.0

75 2. Selected Consolidated Balance Sheet Information As at 31 December 2020 2019 2018 ($ million) Assets Current assets ...... 3,022.1 2,147.5 1,124.8 Of which: Financial instruments—pledged as collateral ...... 1,076.6 867.6 91.6 Of which: Trade and other receivables ...... 1,320.5 920.6 820.0 Of which: Cash and cash equivalents ...... 291.5 217.5 160.7 Non-current assets ...... 744.1 432.5 270.2 Of which: Goodwill ...... 198.4 179.2 141.0 Of which: Financial instruments—pledged as collateral ...... 473.5 188.3 81.3 Total assets ...... 3,766.3 2,580.0 1,394.9 Liabilities Current liabilities ...... (3,056.6) (2,128.1) (1,013.0) Of which: Trade and other payables ...... (2,542.6) (1,858.5) (931.4) Of which: Debt securities ...... (130.0) (183.3) - Non-current liabilities ...... (265.9) (34.1) - Total liabilities ...... (3,322.5) (2,162.2) (1,013.0) Total net assets ...... 443.8 417.8 381.9 Equity Total equity ...... 443.8 417.8 381.9

76 3. Selected Consolidated Cash Flow Information Year ended 31 December 2020 2019 2018 ($ million) Operating activities Cash (outflow)/inflow from operating activities ...... (32.4) (17.4) 139.5 Corporation tax paid ...... (13.4) (5.7) (9.2) Net cash (outflow)/inflow from operating activities ...... (45.8) (23.1) 130.3 Investing activities Purchase of intangible assets ...... (1.6) (2.4) (1.6) Purchase of property, software and equipment ...... (3.4) (2.8) (1.0) Proceeds from sale of property, software and equipment ...... - 0.2 - Purchase of equity instruments ...... (22.4) (29.6) - Interest received ...... 20.3 38.8 7.6 Net cash from acquisitions ...... (18.7) (110.2) - Purchase of investments ...... (5.2) (0.3) - Net cash outflow from investing activities...... (31.1) (106.2) 5.0 Financing activities Decrease in short-term borrowings ...... - (0.0) (60.0) Increase in debt securities ...... 180.6 196.2 - Payment of lease liabilities ...... (5.3) (5.6) - Dividends paid...... (18.2) - - Repurchase transactions ...... 140.0 - - Repurchase collateral ...... (142.3) - - Interest paid ...... (3.9) (4.6) (4.0) Increase in capital contribution ...... - - 0.2 Net cash (outflow)/inflow from financing activities ...... 150.9 186.1 (63.8) Cash and cash equivalents Increase in cash during period ...... 74.0 56.8 71.5

4. Key Performance Indicators As at and for year ended 31 December 2020 2019 2018

Net revenue(1) ($ million) ...... 414.7 352.2 293.0 Adjusted operating profit before taxation(2) ($ million) ...... 61.5 53.4 45.6 Adjusted operating margin(3) (%) ...... 14.8% 15.2% 15.6% Adjusted operating cash conversion(4) (%) ...... 92.7% 91.7% 94.5% Front-office compensation ratio(5) (%) ...... 46.9% 42.8% 48.2% Number of front-office employees(6) ...... 552 370 278

(1) Net revenue represents revenue after cost of trade, bad debt and interest income from operations. A reconciliation of net revenue to the closest available IFRS measure (revenue) is set out in paragraph 4.2 “Non-IFRS alternative performance measures” in Part II (Important Information) of this document. (2) Adjusted operating profit before taxation represents profit before taxation excluding items that are considered by management to be non-recurring and thus not representative of the underlying performance of the Group. A reconciliation of adjusted operating profit before taxation to the closest IFRS measure (profit before taxation) is set out in paragraph 4.2 “Non-IFRS alternative performance measures” in Part II (Important Information) of this document. (3) Adjusted operating margin represents adjusted operating profit before taxation divided by net revenue, expressed as a percentage. See paragraph 4.2 “Non-IFRS alternative performance measures” in Part II (Important Information) of this document. (4) Adjusted operating cash conversion represents adjusted operating free cash flow divided by adjusted operating profit before taxation, depreciation and amortisation, expressed as a percentage. See paragraph 4.2 “Non-IFRS alternative performance measures” in Part II (Important Information) of this document. (5) Front-office compensation ratio represents total front-office staff costs divided by net revenue, expressed as a percentage. (6) Number of front-office employees represents the number of full-time front-office staff as at the relevant balance sheet date.

77 PART IX

OPERATING AND FINANCIAL REVIEW

The following operating and financial review is intended to present management’s perspective on the results of operations and financial condition of the Group as at and for the years ended 31 December 2020, 2019 and 2018. This section should be read in conjunction with “Presentation of Financial and Other Information” in Part II (Important Information), Part VIII (Selected Financial and Other Information) and Part X (Historical Financial Information) of this document. Unless otherwise indicated, the financial information included in this section has been extracted without material adjustment from the Financial Statements included in Part X (Historical Financial Information). The Financial Statements and the related notes thereto have been prepared in accordance with IFRS. The RCG Financial Statements have been prepared in accordance with IFRS and in a manner consistent with the accounting policies adopted by the Group in preparing the Group Financial Statements. See paragraph 2 “Significant Factors Affecting Results of Operations and Financial Condition—Expansion through acquisitions and investments in new capabilities” below and paragraph 4 “Presentation of Financial and Other Information” in Part II (Important Information) of this document. This section includes forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events could differ materially from those expressed or implied by such forward-looking statements as a result of various factors including those discussed in Part I (Risk Factors) of this document and in “Forward-looking statements” in Part II (Important Information) of this document.

1. Introduction The Group is an essential global liquidity hub, connecting its clients to energy, commodity and financial markets, which it combines with a technology and data driven approach embedded throughout the organisation. The Group is headquartered in London with a focus on markets in the United Kingdom, Europe and North America, in addition to a presence in Asia. The Group provides a broad and specialised service offering, primarily across energy, commodity and financial markets through its Market Making, Commercial Hedging, Price Discovery and Data & Advisory businesses, and has strong positions across its core energy and commodities markets. The Group executed around 35 million trades and cleared over 175 million contracts in the year ended 31 December 2020. The Group’s Market Making business provides liquidity and brokerage services to professional and wholesale counterparties across metals, agriculture and energy markets. The Commercial Hedging business provides clients with execution and clearing services in metals, energy and agricultural products and financial futures and options, alongside OTC hedging services and customised OTC derivative solutions through the Group’s structured notes business. The Group’s Price Discovery business uses the Group’s existing knowledge base to match buyers and sellers in the OTC energy market, while the Group’s Data & Advisory business encompasses its proprietary research, technology and data offerings, including Neon trading, and adds value to the Group’s other services. For the years ended 31 December 2020, 2019 and 2018, the Group had revenue of $762.4 million, $554.9 million and $388.5 million, respectively, and profit after taxation of $43.8 million, $36.4 million and $10.2 million, respectively.

2. Significant factors affecting results of operations and financial condition The Directors and the Proposed Director believe that the factors discussed below have materially affected the Group’s results of operations and financial condition during the periods under review and that such factors may continue to affect the Group’s results of operations and financial condition in future periods.

2.1. Volatility in commodity prices and general economic activity levels The Group generates revenue primarily from the commissions it earns and the spreads it makes from facilitating and executing client orders as part of its Market Making, Commercial Hedging and Price Discovery services. These revenue sources are substantially dependent on client trading volumes and commodity pricing levels, which are affected by a wide range of factors, many of which are beyond the Group’s control, including:

78 • volatility and pricing levels in commodities, currency, securities and other markets (in general, high volatility and rising commodity prices tend to increase trading activity, whereas low volatility and declines in commodity pricing levels tend to decrease client trading activity and reduce the commissions the Group earns); and • general economic conditions and developments (in general, reductions in economic activity and growth levels tends to reduce trading activity, particularly in emerging markets). During periods of volatility, there are fewer providers of liquidity which leads to wider bid-offer spreads and increased commodity hedging, which in turn presents an opportunity for the Group to increase its trading volumes and the amount of its commissions. In Commercial Hedging, increased client trading volumes translates to more revenues from broking fees. In Market Making, an increase in trading volumes not only increases the trading amounts but also the values of the commissions received per transaction. For example, following the outbreak of the COVID-19 pandemic, a broad range of commodities experienced unusually high levels of price volatility, including metals, whose volatility increased as production was depressed globally due to interruptions caused by the implementation of COVID-19 restrictive measures. As a result, the Group experienced a significant increase in trading volumes between the first and second quarter of 2020. Commodity price volatility reduced significantly during the third and fourth quarter of 2020 and, in addition, general economic activity levels decreased as lockdown and other restrictive measures taken by governments and other parties in response to the COVID-19 pandemic impacted the global economy. As a result, the Group experienced a significant decrease in trading volumes during the second half of 2020 as compared with the first half of 2020. Any market or other factors that impact client trading volumes, including in particular volatility and pricing levels in commodities and general economic activity levels, have had and will continue to have a direct impact on the Group’s business. See also paragraph 1 “Risks relating to the macroeconomic environment” in Part I (Risk Factors) of this document.

2.2. Expansion through acquisitions and investments in new capabilities During the periods under review, the Group has expanded its business substantially through both acquisitions and investments in new capabilities. As a result, the Group has extended both its product and geographic coverage and substantially increased the scope and scale of the business. For example, the Group’s net revenue increased by 17.7% to $414.7 million for the year ended 31 December 2020 from $352.2 million for the year ended 31 December 2019, which in turn was an increase of 20.2% from $293.0 million for the year ended 31 December 2018. These increases were due primarily to the expansion of the Group’s business into new products and geographies during the periods under review through both acquisitions and investments in new capabilities. Of the 17.7% net revenue growth for the year ended 31 December 2020, 12.7% was organic growth from investments in new capabilities and 5.0% was inorganic growth from acquisitions. Of the 20.2% net revenue growth for the year ended 31 December 2019, 1.7% was organic growth from investments in new capabilities and 18.5% was inorganic growth from acquisitions. Since 2018, the Group has made a number of acquisitions of varying sizes, including RCG and CSC in 2019 and XFA and Tangent in 2020. See paragraph 7 “Strategic Acquisitions” in Part V (Business Overview) of this document. The integration of these businesses into the Group has materially expanded the Group’s business and increased its geographical and product diversification during the periods under review, in particular increasing the Group’s revenues from North America (in particular reflecting the RCG acquisition in 2019) and its Market Making revenue in Europe (in particular reflecting the Tangent acquisition in 2020). As a result, it may be more difficult to directly compare the Group’s period-to-period financial results for the periods under review. To aid in such comparisons, in addition to the Group Financial Statements, this document also contains separate historical financial information for RCG for the portion of the periods under review before RCG was acquired by the Group. The RCG Financial Statements have been prepared in a manner consistent with the accounting policies adopted by the Group in preparing the Group Financial Statements. See also paragraph 4 “Presentation of Financial and Other Information” in Part II (Important Information) of this document and Part X (Historical Financial Information) of this document. The Group has also expanded and diversified its business through investments in new capabilities. In particular, the Group launched Marex Solutions in 2017 to provide OTC commodities hedging services. In 2019, the Group launched Marex Solutions’ structured notes business, Marex Financial Products. The Group has also expanded by hiring front-office staff from competitors and improving its information

79 systems and technological capabilities. See also paragraph 2.3 “—Industry competition, competition for brokers and the level of broker compensation” and paragraph 2.5 “—Technological capabilities” below. The Group anticipates pursing a similar strategy in subsequent financial periods to further expand its business through additional acquisitions and investments in new capabilities.

2.3. Industry competition, competition for brokers and the level of broker compensation The Group’s business depends on its ability to offer services for a range of products at competitive prices. In addition to competing with other market participants in terms of the range of products covered and pricing offered, the Group also competes in other areas such as the speed, capacity and attractiveness of its trading platform as well as its research, technology and data offerings. See also paragraph 2.5 “—Technological capabilities” below. The Directors and the Proposed Director believe that the Group has benefited from the exit of certain major banking institutions from the commercial hedging industry, which has allowed the Group to expand its client base and market share with respect to certain products and geographies. For example, the Commodity Solutions division of Marex Solutions has successfully hired talented individuals from the likes of Société Générale, which closed its OTC commodities business and its trading subsidiary in 2019. The Group also competes with other interdealer brokers for front-office staff who have key counterparty relationships and relevant market knowledge and play an important role in acquiring and retaining trading business from clients. During the periods under review, the Group’s number of front-office employees increased to 552 as at 31 December 2020 (compared to 370 and 278 as at 31 December 2019 and 2018, respectively), as the Group has expanded its business through both acquisitions and organic growth. See paragraph 2.2 “—Expansion through acquisitions and investments in new capabilities” above. Salary and bonus levels for front-office staff are generally based on activity levels generated by the individual broker’s team and are sensitive to market compensation levels paid by competitors. Although broker compensation rates have generally been stable during the periods under review, they have represented the largest expense for the business. Employee compensation (which is driven primarily by salary and bonus levels and headcount of staff) was one of the largest costs incurred by the Group during the periods under review, representing 36.3%, 39.4% and 53.1% of the Group’s operating expenses for the years ended 31 December 2020, 2019 and 2018, respectively. The Group’s front-office compensation ratio has remained broadly stable during the periods under review (46.9%, 42.8% and 48.2% for the years ended 31 December 2020, 2019 and 2018, respectively) with the movements period-to-period being driven primarily by changes in net revenue mix.

2.4. Interest Income As part of its Market Making and Commercial Hedging businesses, the Group maintains large cash and financial instrument balances on behalf of clients with exchanges, CCPs, brokers and banks. The Group also maintains its own cash balances. The Group earns interest on these balances and generally only makes interest payments to clients who hold particularly sizable balances. Accordingly, the Group is generally able to retain a significant portion of the interest it earns on such balances. Interest rates may change for a variety of reasons including external factors such as governments’ macro-economic policies. The Group has experienced a prolonged period of low interest rates, in particular in the United States, the United Kingdom and Europe, which in turn has resulted in relatively low interest income received by the Group on its cash balances. Historically, the Group has invested a significant portion of its cash balances in Treasury Bills which operate as hedges against low interest rates given their greater return on investment in comparison to cash. Because of the size of the Group’s cash and holdings of investable securities (with average balances of $3,325 million, $2,544 million and $1,146 million for the years ended 31 December 2020, 2019 and 2018, respectively), even a relatively small increase in interest rates (particularly in short term interest rates) would have a significant positive impact on the Group’s results of operations and financial condition. The following table sets out an illustrative sensitivity analysis for the Group for the year ended 31 December 2020 to hypothetical changes in US interest rates.

80 Change in net interest income (including Annual US Federal Funds Curve Rate Change financing costs)

+ 50 bps + $13 million + 100 bps + $26 million + 150 bps + $37 million N.b., hypothetical interest rate changes that result in negative interest rates would have a non- symmetrical impact on changes in the Group’s net interest income. See also paragraph 6.3 “—Results of Operations—Interest Income” below and paragraph 1.4 “—The Group’s results of operations and financial condition are directly impacted by interest rate levels, which have been and may remain low for a prolonged period” in Part I (Risk Factors) of this document.

2.5. Technological capabilities The Group’s ability to attract and retain clients depends in part on the usability and reliability of its systems. In addition, the Directors and the Proposed Director believe that the Group’s profitability is attributable in part to the efficiency of its trade processing technology as well as the integration of that technology across the Group’s four business segments. During the periods under review, the Group has made significant investments to improve its technological capabilities. In particular, the Group has hired a significant number of staff with relevant technical expertise during the periods under review and employs around 120 technologists. The Group has also deployed a number of computer and communications systems and networks to operate its broking business, including front end broking platforms available to customers and brokers to disseminate information, provide analytics and to collect and manage orders, alongside its back-office infrastructure. At the core of the Group’s technology offering are the Group’s proprietary front-end broking platforms, Neon and Agile. Neon is the Group’s trading, risk and data platform and provides traders with direct access to global commodity and financial exchanges, enables clients to manage their risk, including through the application of risk management methodologies, and provides access to market data. Agile is the Group’s full-service commodity broking platform which allows clients to manage their OTC hedging portfolio electronically. The Agile platform aims to provide clients with full transparency and control through the hedging life cycle. Through Agile, clients can explore new trade ideas in real time, monitor and analyse their hedging portfolio and access up-to-date market data and pricing information. Maintenance of proper performance for information technology is also critical for the Group as any data breaches, cyberattacks or other IT issues can have an adverse impact on the Group’s business. See also paragraph 2.16 “Software or systems failure, loss or disruption of data or data security failures, including as a result of cyberattacks or information security weakness, could limit the Group’s ability to conduct its operations, could lead to a breach of regulations and contractual obligations, and could impact the Group in other ways” in Part I (Risk Factors) of this document.

2.6. Geopolitical Developments Geopolitical developments including but not limited to the imposition of sanctions, tariffs or embargoes against a specific country or parties, civil unrest, terrorist activity, domestic military intervention or revolution and international armed conflicts impact the production, availability and cost of certain commodities from time to time and can cause substantial volatility in related commodity prices. For example, most of the world’s cocoa production comes from the Ivory Coast, which has experienced, and Ghana, which could experience, internal political and economic instability. Russia and Venezuela are significant crude oil producers and government officials in both countries are subject to sanctions imposed by the United States and may be subject to further sanctions in the future. Some of the world’s largest metals importers are located in China, which has been the subject of US tariffs on steel and aluminium, and may be subject to further tariffs in the future. In the short term, depressed production or availability, or increased cost, of relevant commodities (or a market perception that changes with respect to these factors has or may become likely) typically results in increased volatility and therefore increased commodities trading volumes and commissions for the Group. For example, in 2019, following the Indonesian government’s ban on Indonesian nickel ore exports, the LME three-month nickel price jumped by 31% year over year. However, if geopolitical developments were to impact production or availability of a relevant commodity for an extended period of time, trading volumes may be reduced as a result of lower volumes of associated economic activity which could adversely impact the Group’s business.

81 2.7. Climate Change The Group provides liquidity to counterparties across key energy markets including crude oil, residual fuel oil, middle distillates, naphtha and gasoline. The Group also matches buyers and sellers in the energy markets which include crude oil, coal, emissions, fuel oil, gasoline, middle distillates, naphtha and petrochemicals as part of its Price Discovery business. Changes in laws, regulations, policies, social attitudes, client preferences, market dynamics and technological developments and innovations relating to climate change and the transition to a lower carbon economy have, on the one hand, resulted in a decrease in the size of the markets for certain energy products where the Group has historically had significant market shares (such as fuel oil), and have, on the other hand, opened opportunities for the Group to expand into and capture market share in new energy products such as renewables. New energy products, however, are less predictable in their development (such as wind power) which may lead to increased levels of volatility. See also paragraph 2.1 “—Volatility in commodity prices and general economic activity levels” above. The Group is also one of the largest agricultural brokers in the world, with established teams in London, New York and Chicago, including the RCG agricultural division. The agricultural products brokered and traded by the Group include coffee, cocoa, wheat, rapeseed, sugar and corn. As a result, the physical impacts of climate change and climate change-driven severe weather events have had and are expected to continue to have a direct impact on trading volumes in certain products. For example, activity levels in the cocoa, coffee, sugar and grain commodity markets have been impacted by severe weather exacerbated by climate change during the periods under review. In particular, drought has impacted the volume of grain production in Ukraine in recent years which in turn has resulted in reduced volumes of grain in the market. These reduced volumes in Ukrainian grains and other impacted commodities have led to increased hedging activity by market participants and increased revenue for the Group.

2.8. Exchange Rates The Group reports its financial results in US dollars. However, a significant proportion of the Group’s costs are incurred, and a proportion of the Group’s trading activity is conducted, in currencies other than the US dollar. As a result, the Group’s results of operations and financial condition may be significantly affected by movements in the exchange rates between the US dollar and other currencies, in particular the Pound Sterling and Euro. In particular, as the Group has extensive operations in the United Kingdom (including significant back office and other support staff and lease obligations for office space), any appreciation in the Pound Sterling against the US dollar would increase the Group’s reported expense levels. As the Group’s levels of commissions earned are tied to the volume and pricing levels of commodities traded, any appreciation in the Euro against the US dollar would lead to an increase in the level of the Group’s reported commissions from trading activity in commodities priced in Euro.

2.9. Regulation The jurisdictions and industries in which the Group operates are highly regulated. Applicable regulations largely influence the type of product offerings the Group may offer clients and consequently have a significant effect on the Group’s revenue and profitability. The Group’s business is subject to direct and indirect regulation by a variety of regulators in multiple jurisdictions, including the FCA in the United Kingdom and the CFTC in the United States. For example, the Group is required to meet capital adequacy tests in certain jurisdictions in which it operates to ensure that it has sufficient capital to mitigate risks from market movements and client and counterparty default. In recent years, and most recently as a result of the COVID-19 pandemic and Brexit, regulators have developed new regulations and other reforms designed to strengthen the financial system and to improve the operation of the world’s financial markets, which have had an impact on the way in which the Group conducts its business. In order to ensure regulatory compliance, the Group has invested and expects to continue to invest in its compliance and legal functions. The Group is subject to routine and ad hoc, internal and external regulatory inquiries and investigations. For example, the Group conducted an internal audit review of its financial crime capabilities which resulted in the implementation of improvements in its client screening processes. The Group has also entered into settlements with the CFTC with respect to the computation of adjusted net capital requirements set by the regulator. See paragraph 4.1 “Failure to comply with law and regulation could subject the Group to enforcement or other action, force it to cease providing certain services, or oblige it to change the scope or nature of its operations” in Part I (Risk Factors) of this document. Additional regulation, inquiries or changes in rules promulgated by the authorities and regulators that oversee the Group’s business may also increase the Group’s compliance costs.

82 Applicable regulations also influence the behaviour of the Group’s clients. In recent years, regulators have generally tightened the capital, leverage and liquidity requirements of commercial and investment banks, and taken steps to limit or separate their activities in order to reduce systemic and contagion risk. The volumes of transactions the Group’s clients conduct with it may be affected by their reaction to such actions by regulators.

3. Recent developments and current trading The Group has continued its strategy of completing consolidating acquisitions and in March 2021 closed the acquisition of StarSupply, a Rotterdam-based broker of physical oil products, and in May 2021 agreed the acquisition of Arfinco, a Paris-based broker of exchange-listed agricultural products. Net revenue for the first quarter of 2021 was materially higher than for the fourth quarter of 2020, due primarily to an increase in net revenue from Commercial Hedging driven by a strong performance by Marex Solutions and the impact of the XFA business which was acquired in November 2020. Adjusted operating profit before taxation for the first quarter of 2021 was materially above the Group’s average quarterly adjusted operating profit before taxation for the last three quarters of 2020 despite some weakness in March. Adjusted operating profit before taxation for the first quarter of 2020 was unusually high given the heightened volatility and unprecedented market turmoil during the early stages of the COVID-19 pandemic and, accordingly, adjusted operating profit before taxation for the first quarter of 2021 was (as expected) substantially lower than the first quarter of 2020. The Directors and the Proposed Director expect the Group’s operating profit before taxation for the year ending 31 December 2021 to be weighted to the second half of the year due to, among other factors, the ongoing impact in the first half of lockdowns and other COVID-19 measures on client activity, overall economic slowdowns as evidenced by lower exchange volumes and low interest rates. The Directors and the Proposed Director expect positive revenue developments in key growth businesses (including in Marex Solutions, the Group's new UK-focused equities franchise in its Market Making business and the Group's energy execution and clearing capability in North America), coupled with cost reductions in select businesses, to lead to increased profitability during the remainder of the year (as compared to the first quarter of 2021). This has been the case in the period since 31 March 2021, during which the Group has traded in line with management expectations.

4. Outlook The Directors and the Proposed Director expect the Group’s net revenue to grow at a compound annual growth rate of approximately 15% over the next three years (after taking into account the expected impact of future acquisitions). The Group completed the XFA acquisition in November 2020 and accordingly the Group’s net revenue for the year ended 31 December 2020 reflected only six weeks of net revenue from XFA (which would have represented approximately $39.0 million of net revenue on an annualised basis). The Directors and the Proposed Director expect net revenue from the Group’s Marex Solutions business to grow at a higher rate than the Group’s overall net revenue over the medium term. The Directors and the Proposed Director also expect the new UK-focused equities franchise in its Market Making business segment to deliver approximately $15 million of net revenue once fully operational and scaled. The Group also targets net revenue of over $20 million per year from the Group’s Data & Advisory business segment by the end of 2025. If the interest rates that were in effect as at 31 December 2019 had been in effect during all of the year ended 31 December 2020, management estimates that the Group’s interest income from operations would have been approximately $15 million higher. The Group intends to maintain close control over the Group’s costs. The Directors and the Proposed Director expect front-office full-time employee headcount to grow at a lower rate than the Group’s overall net revenue over the medium term, even after taking into account the expected addition of approximately 10 employees per year in Market Making, approximately 30 employees per year in Commercial Hedging and approximately 10-20 employees per year in Price Discovery over the medium term. The Directors and the Proposed Director do not expect material increases in capital expenditure or depreciation/amortisation over the medium term as compared to the year ended 31 December 2020. The Directors and the Proposed Director expect the Group’s effective tax rate over the medium term to remain broadly in line with the Group’s effective tax rate for the year ended 31 December 2020, subject to any changes in corporation tax rates in relevant jurisdictions, in particular the United States and the United Kingdom. The Directors and the Proposed Director expect adjusted operating cash conversion rates to continue to remain at over 90% over the medium term. The Directors and the Proposed Director expect the Group to continue to make selective bolt-on acquisitions using surplus distributable cash and the Group will

83 target a return on equity of over 20% from its acquisitions. The Directors and the Proposed Director also expect annual earnings-per-share dilution of approximately 1-2% per year over the medium term from future acquisitions and long-term incentive plan awards to management. The Group aims to maintain an investment grade credit rating over the medium term. The Directors and the Proposed Director expect the Group’s incremental Pillar 1 capital requirements to grow at a lower rate than the Group’s overall net revenue over the medium term. The Directors and the Proposed Director also expect the Group’s utilisation of its structured notes programme to continue to grow over the medium term but at a lower rate than during the periods under review.

5. Description of certain income statement line items

5.1. Revenue Revenue is recognised when it is probable that the economic benefits generated from the respective segments will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable taking into account any trade discounts and volume rebates granted by the Group. The Group generates revenue from the following segments: • Market Making: revenues where the Group acts as the principal, which is typically recognised on a fair value basis. Market Making revenues include net interest which is directly attributable to the trading activities of the Group and are recorded on an accruals basis; • Commercial Hedging: revenues generated from execution and clearing commissions which are recognised on a trade date basis; • Price Discovery: revenues where the Group acts as an agent and therefore earns a commission, which are recognised on a trade date basis; • Data & Advisory: revenues generated from the provision of research, algorithms and IT services through its Neon Trader platform, which are recorded on an as invoiced basis.

5.2. Operating Profit Operating profit is calculated after items such as staff costs and cost of trade as well as depreciation and amortisation of intangible assets, provision for doubtful debts and charges under operating leases. Staff costs include aggregate wages and salaries as well as short-term employee benefits and retirement benefits. For short-term employee benefits, a liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. For retirement benefits, the Group operates defined contribution schemes. Payments to defined contribution retirement benefit schemes are recognised as an expense when employees have rendered services entitling them to contributions. Cost of trade relates primarily to exchange fees paid. The Group accounts for costs of trade on an accruals basis, and recognised on the income statement prior to payment.

5.3. Interest Income and Finance Expense Interest income is earned on balances held at exchanges, clearing houses, banks and brokers, and on overdrawn client balances. Finance expenses are paid on the amount of debt securities or amounts drawn on the revolving credit facility during the period. Borrowing costs consist of interest and other costs that are incurred in connection with the arrangement of the borrowing facility and are expensed in the income statement over the period of the borrowing facility as part of an amortised cost basis using the effective interest rate method.

5.4. Other Expense During the periods under review, other expenses consisted mostly of legal provisions.

5.5. Tax Expense The tax expense represents the sum of the tax currently payable and deferred tax. The Group’s effective tax rate is driven by a mix of geographical revenue and costs in any given period. As the Group’s business decisions are not driven by a targeted tax rate, but rather by operating activities, this will

84 introduce variability in the effective tax rate year over year. This in turn has an impact on the Group’s net results.

6. Results of operations The following table sets out selected consolidated income statement information for the Group for the periods indicated.

Year ended 31 December 2020 2019 2018 ($ million) Revenue ...... 762.4 554.9 388.5 Operating expenses ...... (721.4) (537.0) (346.7) Interest income...... 20.5 38.6 7.4 Finance expense ...... (4.9) (5.7) (4.0) Operating Profit ...... 56.6 50.9 45.2 Other income...... 1.8 1.6 0.1 Other expense...... (3.4) (5.8) (31.9) Profit before taxation ...... 55.0 46.6 13.4 Tax expense...... (11.2) (10.2) (3.3) Profit after taxation ...... 43.8 36.4 10.2

6.1. Revenue Revenue increased by 37.4% to $762.4 million for the year ended 31 December 2020 from $554.9 million for the year ended 31 December 2019, which in turn was an increase of 42.8% from $388.5 million for the year ended 31 December 2018. The increase for the year ended 31 December 2020 was due primarily to an increase in the Group’s Market Making revenue in Europe (which primarily reflected the revenue generated by the Group’s acquisition of Tangent) and, to a lesser extent, an increase in the Group’s Commercial Hedging revenue in North America (which primarily reflected an additional month of revenue from RCG and the revenue generated from the XFA acquisition in November 2020). The increase for the year ended 31 December 2019 was due primarily to an increase in Commercial Hedging revenue in North America (which primarily reflected an increase in the scale of the Group’s North American business as a result of the RCG acquisition in February 2019) and, to a lesser extent, an increase in Market Making revenue in Europe (which primarily reflected the CSC acquisition). The following tables set out the Group’s revenue by business segment and geography for the periods indicated.

85 North Year ended 31 December 2020 America Europe Asia Total ($ million) Market Making revenue ...... 21.7 207.7 6.4 235.7 Commercial Hedging revenue ...... 181.6 194.4 18.9 394.8 Price Discovery revenue ...... 37.0 84.5 6.8 128.3 Data & Advisory revenue ...... - 3.6 - 3.6 Total revenue ...... 240.2 490.2 32.0 762.4

North Year ended 31 December 2019 America Europe Asia Total ($ million) Market Making revenue ...... 8.9 70.6 0.4 80.0 Commercial Hedging revenue ...... 168.5 164.0 14.6 347.1 Price Discovery revenue ...... 37.4 82.7 4.0 124.1 Data & Advisory revenue ...... - 3.7 - 3.7 Total revenue ...... 214.8 321.0 19.1 554.9

North Year ended 31 December 2018 America Europe Asia Total ($ million) Market Making revenue ...... 3.1 65.8 2.0 70.8 Commercial Hedging revenue ...... 14.7 157.0 22.7 194.4 Price Discovery revenue ...... 39.3 75.9 4.4 119.6 Data & Advisory revenue ...... - 3.6 - 3.6 Total revenue ...... 57.1 302.2 29.2 388.5

The following table sets out the Group’s net revenue by business segment for the periods indicated.

Year ended 31 December Net revenue by business segment 2020 2019 2018 ($ million) Market Making net revenue ...... 101.6 66.2 60.7 Commercial Hedging net revenue...... 181.6 158.9 109.6 Price Discovery net revenue ...... 127.9 123.4 119.1 Data & Advisory net revenue ...... 3.6 3.7 3.6 Total net revenue ...... 414.7 352.2 293.0 See paragraph 7 “—Segmental analysis of key income statement line items” below for a discussion of the results of each of the Group’s business segments during the periods under review. The following table sets out a breakdown of the Group’s net revenue by type for the periods indicated.

86 Year ended 31 December Net revenue by type 2020 2019 2018 ($ million) Net commissions(1) ...... 227.6 213.8 194.6 Trading net revenue(2) ...... 145.3 82.2 68.0 Interest income from operations(3) ...... 21.2 36.7 15.1 Data & Advisory net revenue(4) ...... 3.6 3.7 3.6 Other net revenue(5) ...... 17.0 15.8 11.7 Total net revenue ...... 414.7 352.2 293.0

(1) Net commissions represents net revenue from commissions generated through executing and clearing trades on behalf of clients in the Commercial Hedging and Price Discovery business segments. (2) Trading net revenue represents spreads earned on flow in the Marketing Making business segment. (3) Interest income from operations represents interest income derived from operating activities such as interest earned on deposits at the exchange, and from clients in the Commercial Hedging business segment. (4) Data & Advisory net revenue represents net revenue in the Data & Advisory business segment. (5) Other net revenue represents all other net revenue and during the periods under review included desk fees, selected transaction fees, exchange rebates and one-off items.

6.2. Operating Expenses Operating expenses increased by 34.3% to $721.4 million for the year ended 31 December 2020 from $537.0 million for the year ended 31 December 2019, which in turn was an increase of 54.9% from $346.7 million for the year ended 31 December 2018. The increase for the year ended 31 December 2020 was due primarily to an increase in cost of trade (which primarily reflected the acquisition of Tangent, reflecting the purchase of scrap metals) and an increase in staff costs (which primarily reflected increased headcount as a result of the acquisitions during the year). The increase for the year ended 31 December 2019 was due primarily to an increase in the cost of trade (which primarily reflected the acquisition of RCG, whose business model is more reliant on exchange fees and introductory broker fees to generate revenues) and an increase in staff costs (which primarily reflected increased headcount also as a result of the RCG acquisition). The following table provides a breakdown of the Group’s staff costs by type for the periods indicated.

Year ended 31 December 2020 2019 2018 Front-office versus back-office staff costs ($ million) Front-office salaries ...... (69.5) (53.8) (46.9) Front-office bonuses ...... (125.1) (96.9) (94.3) Total front-office staff costs ...... (194.6) (150.7) (141.2) Back-office salaries ...... (48.0) (42.6) (32.4) Back-office bonuses ...... (19.1) (18.6) (10.5) Total back-office staff costs ...... (67.1) (61.2) (42.9) Total staff costs ...... (261.8) (211.9) (184.1)

Fixed versus variable analysis Fixed staff costs ...... (117.5) (96.4) (79.3) Variable staff costs ...... (144.3) (115.5) (104.8) Total staff costs ...... (261.8) (211.9) (184.1)

Front-office compensation ratio ...... 46.9% 42.8% 48.2% The following table provides a breakdown of certain other direct (non-staff) costs of the Group for the periods indicated.

87 Year ended 31 December 2020 2019 2018 Certain other direct (non-staff) costs ($ million) Computer expenses ...... (20.3) (18.9) (13.1) Professional fees ...... (13.7) (11.5) (10.1) Quotations ...... (10.5) (9.2) (7.0) Communications ...... (6.5) (6.7) (5.4) Occupancy ...... (5.9) (6.5) (10.0) Travel & entertainment ...... (2.9) (6.3) (5.2) Other costs ...... (12.3) (10.8) (6.4) Total costs from above items...... (72.2) (69.8) (57.1)

Fixed versus variable analysis Fixed other (non-staff) costs ...... (40.0) (36.0) (35.9) Variable other (non-staff) costs ...... (32.2) (33.8) (21.2) Total costs from above items...... (72.2) (69.8) (57.1)

6.3. Interest Income Interest income decreased by 46.9% to $20.5 million for the year ended 31 December 2020 from $38.6 million for the year ended 31 December 2019, which in turn was an increase of 421.6% from $7.4 million for the year ended 31 December 2018. The decrease for the year ended 31 December 2020 was due primarily to a decrease in interest income on financial instruments, which primarily reflected a decrease in interest rates received on financial instruments due to the lower interest rate environment resulting from the global response to the COVID- 19 pandemic and the monetary policies of major economies, the impact of which could not be offset by the increase in the size of the Group’s holdings in financial instruments, which increased to $1,638.9 million as at 31 December 2020 from $1,093.9 million as at 31 December 2019. The increase for the year ended 31 December 2019 was due primarily to the acquisition of RCG and an increase in interest income on financial instruments, which primarily reflected an increase in the size of the Group’s holdings in financial instruments, which increased to $1,093.9 million as at 31 December 2019 from $226.4 million as at 31 December 2018. The following table sets out a breakdown of the Group’s interest income for the periods indicated.

Year ended 31 December 2020 2019 2018 ($ million) Bank interest income ...... 0.2 0.4 0.7 Interest income on financial instruments ...... 20.3 38.2 6.7 Interest income ...... 20.5 38.6 7.4

6.4. Finance Expense Finance expense decreased by 14.0% to $4.9 million for the year ended 31 December 2020 from $5.7 million for the year ended 31 December 2019, which in turn was an increase of 42.5% from $4.0 million for the year ended 31 December 2018. The decrease for the year ended 31 December 2020 was due primarily to a decrease in credit facility interest expense (primarily reflecting a lower level of utilisation in 2020 as the Group increased its utilisation of its structured notes programme to manage liquidity). The increase for the year ended 31 December 2019 was due primarily to an increase in credit facility interest expense (primarily reflecting a greater level of utilisation in 2019 primarily to fund acquisitions) and an increase in lease interest expense (primarily reflecting the implementation of IFRS 16). The following table sets out a breakdown of the Group’s finance expenses for the periods indicated.

88 Year ended 31 December 2020 2019 2018 ($ million) Bank interest expense ...... (0.6) (0.2) (1.0) Revolving credit facility interest expense ...... (3.2) (4.5) (3.1) Lease interest expense ...... (1.1) (1.0) - Finance expense ...... (4.9) (5.7) (4.0) Expenses in connection with the notes issued under the Group’s structured notes programme are recorded under the line revenue on the face of the Group’s income statement rather than under finance expense. The following table sets out a breakdown of the Group’s expenses in connection with the Group’s revolving credit facility and the notes issued under the Group’s structured notes programme for the periods indicated.

Year ended 31 December 2020 2019 2018 ($ million) Revolving credit facility interest expense ...... (3.2) (4.5) (3.1) Structured notes expense ...... (7.0) (3.1) - Other ...... (0.2) (0.2) (0.3) Total from above items ...... (10.2) (7.8) (3.2)

6.5. Other Expense Other expense decreased by 41.4% to $3.4 million for the year ended 31 December 2020 from $5.8 million for the year ended 31 December 2019, which in turn was a decrease of 81.8% from $31.9 million for the year ended 31 December 2018. The decrease for the year ended 31 December 2020 was due primarily to the Group having paid all outstanding expenses related to the warehouse receipts litigation in 2019. The decrease for the year ended 31 December 2019 was due primarily to the Group provisioning an additional $5.8 million for the year ended 31 December 2019 in relation to the warehouse receipts litigation, having already provisioned $31.9 million during the year ended 31 December 2018 in relation to the warehouse receipts litigation. See paragraph 11 in Part V (Business Overview) of this document.

6.6. Tax Expense Tax expense increased by 9.8% to $11.2 million for the year ended 31 December 2020 from $10.2 million for the year ended 31 December 2019, which in turn was an increase of 209.1% from $3.3 million for the year ended 31 December 2018. The increases for the years ended 31 December 2020 and 31 December 2019 were due primarily to increases in the Group’s profit before taxation. The Group’s effective tax rates were 20.3%, 21.9% and 24.6% for the years ended 31 December 2020, 2019 and 2018, respectively. The Group’s effective tax rates are driven primarily by the geographical mix of revenue and costs in a given period, which may introduce variability in the effective year period to period. The Group’s effective tax rate is typically higher than the UK statutory tax rate due to the effect of overseas tax rates and certain non-deductible expenses.

7. Segmental analysis of key income statement line items

7.1. Market Making The following table sets out selected income statement information for the Group’s Market Making business segment for the periods indicated.

89 Year ended 31 December Market Making 2020 2019 2018 ($ million) Gross revenue...... 235.7 80.0 70.8 Cost of trade...... (134.0) (13.8) (10.1) Bad debt ...... (0.1) - - Interest income from operations ...... - - - Net revenue...... 101.6 66.2 60.7 Other direct costs ...... (7.2) (4.8) (3.5) Compensation ...... (41.5) (24.2) (22.8) Allocation ...... (17.7) (14.8) (11.6) Operating expenses ...... (66.5) (43.8) (37.9) Depreciation & amortisation ...... (0.1) (0.1) - Financing & non-operating costs ...... 0.1 - - Other income/expenses ...... - - - Adjusted operating profit before taxation ...... 35.1 22.3 22.8 Non-operating exclusions ...... - - - Profit before taxation ...... 35.1 22.3 22.8

7.1.1. Net revenue Market Making net revenue increased by 53.5% to $101.6 million for the year ended 31 December 2020 from $66.2 million for the year ended 31 December 2019, which in turn was an increase of 9.1% from $60.7 million for the year ended 31 December 2018. The increase for the year ended 31 December 2020 was due primarily to an increase in gross revenue (which primarily reflected increased gross revenue from Tangent which was acquired during the year and CSC which was acquired in 2019), which was offset in part by an increase in costs of trade (which primarily reflected an increase in the scale of the Group’s business as a result of acquisitions and purchases of scrap metals for Tangent). The increase for the year ended 31 December 2019 was due primarily to an increase in gross revenue as a result of the CSC acquisition. The increases in net revenue during the periods under review were primarily driven by acquisitions in 2019 and 2020 (in particular the acquisition of CSC in 2019), with net revenue from the historical businesses excluding such acquisitions experiencing a CAGR of negative 1.3%. The Group’s Market Making net revenue per Market Making front-office employee was $2.3 million, $1.8 million and $2.0 million for the years ended 31 December 2020, 2019 and 2018, respectively.

7.1.2. Operating expenses Market Making operating expenses increased by 51.8% to $66.5 million for the year ended 31 December 2020 from $43.8 million for the year ended 31 December 2019, which in turn was an increase of 15.6% from $37.9 million for the year ended 31 December 2018. The increase for the year ended 31 December 2020 was due primarily to an increase in compensation (which primarily reflected increased headcount as a result of the acquisitions during the year). The increase for the year ended 31 December 2019 was due primarily to an increase in compensation (which primarily reflected increased headcount as a result of the CSC acquisition). The Group’s Market Making front-office staff cost per Market Making front-office employee was $1.0 million, $0.6 million and $0.7 million for the years ended 31 December 2020, 2019 and 2018, respectively. The Group’s front-office compensation ratio for Market Making for the years 31 December 2020, 2019 and 2018 was 40.9%, 36.6% and 37.5%, respectively.

7.1.3. Profit before taxation Market Making profit before taxation increased by 57.4% to $35.1 million for the year ended 31 December 2020 from $22.3 million for the year ended 31 December 2019, which in turn was a decrease of 2.2% from $22.8 million for the year ended 31 December 2018.

90 7.2. Commercial Hedging The following table sets out selected income statement information for the Group’s Commercial Hedging business segment for the periods indicated.

Year ended 31 December Commercial Hedging 2020 2019 2018 ($ million) Gross revenue...... 394.8 347.1 194.4 Cost of trade...... (229.9) (224.0) (98.3) Bad debt ...... (4.5) (0.9) (1.6) Interest income from operations ...... 21.2 36.7 15.1 Net revenue...... 181.6 158.9 109.6 Other direct costs ...... (22.1) (20.3) (14.8) Compensation ...... (66.0) (44.2) (36.1) Allocation ...... (46.3) (43.5) (22.6) Operating expenses ...... (134.4) (108.0) (73.5) Depreciation & amortisation ...... (2.9) (3.2) (0.2) Financing & non-operating costs ...... 0.3 (2.6) 0.1 Other income/expenses ...... - - - Adjusted operating profit before taxation ...... 44.6 45.1 36.0 Non-operating exclusions ...... (0.4) (1.1) - Profit before taxation ...... 44.2 44.0 36.0

7.2.1. Net revenue Commercial Hedging net revenue increased by 14.3% to $181.6 million for the year ended 31 December 2020 from $158.9 million for the year ended 31 December 2019, which in turn was an increase of 45.0% from $109.6 million for the year ended 31 December 2018. The increase for the year ended 31 December 2020 was due primarily to an increase in gross revenue (which primarily reflected organic growth in the Group’s Marex Solutions business). The increase for the year ended 31 December 2019 was due primarily to an increase in gross revenue (which primarily reflected the acquisition of RCG in February 2019), offset in part by an increase in cost of trade (which primarily reflected the higher cost of brokerage such as introducing broker fees specific to RCG’s business model). The Group’s Commercial Hedging net revenue per Commercial Hedging front-office employee was $0.8 million, $0.9 million and $0.9 million for the years ended 31 December 2020, 2019 and 2018, respectively.

7.2.2. Operating expenses Commercial Hedging operating expenses increased by 24.4% to $134.4 million for the year ended 31 December 2020 from $108.0 million for the year ended 31 December 2019, which in turn was an increase of 46.9% from $73.5 million for the year ended 31 December 2018. The increase for the year ended 31 December 2020 was due primarily to an increase in compensation (which primarily reflected increased headcount to support organic growth of the Group’s Marex Solutions business which includes the Marex Financial Products business). The increase for the year ended 31 December 2019 was due primarily to an increase in compensation (which primarily reflected increased headcount as a result of the RCG acquisition during 2019). The Group’s Commercial Hedging front-office staff cost per Commercial Hedging front-office employee was $0.3 million, $0.3 million and $0.3 million for the years ended 31 December 2020, 2019 and 2018, respectively. The Group’s front-office compensation ratio for Commercial Hedging for the years 31 December 2020, 2019 and 2018 was 36.3%, 27.9% and 33.0%, respectively.

91 7.2.3. Profit before taxation Commercial Hedging profit before taxation increased by 0.5% to $44.2 million for the year ended 31 December 2020 from $44.0 million for the year ended 31 December 2019, which in turn was an increase of 22.2% from $36.0 million for the year ended 31 December 2018.

7.3. Price Discovery The following table sets out selected income statement information for the Group’s Price Discovery business segment for the periods indicated.

Year ended 31 December Price Discovery 2020 2019 2018 ($ million) Gross revenue...... 128.3 124.1 119.6 Cost of trade...... (0.4) (0.7) (0.5) Bad debt ...... - - - Interest income from operations ...... - - - Net revenue...... 127.9 123.4 119.1 Other direct costs ...... (9.2) (12.2) (11.2) Compensation ...... (86.3) (81.2) (81.3) Allocation ...... (12.9) (12.4) (12.9) Operating expenses ...... (108.4) (105.8) (105.4) Depreciation & amortisation ...... (0.0) (0.1) - Financing & non-operating costs ...... 0.0 (0.0) - Other income/expenses ...... - - - Adjusted operating profit before taxation ...... 19.5 17.5 13.7 Non-operating exclusions ...... - - - Profit before taxation ...... 19.5 17.5 13.7

7.3.1. Net revenue Price Discovery net revenue increased by 3.6% to $127.9 million for the year ended 31 December 2020 from $123.4 million for the year ended 31 December 2019, which in turn was an increase of 3.6% from $119.1 million for the year ended 31 December 2018. The increases for the years ended 31 December 2020 and 2019 were due primarily to increases in gross revenue (which primarily reflected organic growth in the business as a result of a concerted effort by the Group to grow the market share of the Price Discovery business). The Group’s Price Discovery net revenue per Price Discovery front-office employee was $0.9 million, $0.9 million and $1.0 million for the years ended 31 December 2020, 2019 and 2018, respectively.

7.3.2. Operating expenses Price Discovery operating expenses increased by 2.5% to $108.4 million for the year ended 31 December 2020 from $105.8 million for the year ended 31 December 2019, which in turn was an increase of 0.4% from $105.4 million for the year ended 31 December 2018. The increase for the year ended 31 December 2020 was due primarily to an increase in compensation (which primarily reflected increased bonus payments as a result of the segment’s strong performance and growth). The increase for the year ended 31 December 2019 was due primarily to an increase in other direct costs (which primarily reflected an increase in quotation and computer expense). The Group’s Price Discovery front-office staff cost per Price Discovery front-office employee was $0.6 million, $0.6 million and $0.7 million for the years ended 31 December 2020, 2019 and 2018, respectively. The Group’s front-office compensation ratio for Price Discovery for the years 31 December 2020, 2019 and 2018 was 67.4%, 65.6% and 68.3%, respectively.

92 7.3.3. Profit before taxation Price Discovery profit before taxation increased by 11.4% to $19.5 million for the year ended 31 December 2020 from $17.5 million for the year ended 31 December 2019, which in turn was an increase of 27.7% from $13.7 million for the year ended 31 December 2018.

7.4. Data & Advisory The following table sets out selected income statement information for the Group’s Data & Advisory business segment for the periods indicated.

Year ended 31 December Data & Advisory 2020 2019 2018 ($ million) Gross revenue...... 3.6 3.7 3.6 Cost of trade...... - - - Bad debt ...... - - - Interest income from operations ...... - - - Net revenue...... 3.6 3.7 3.6 Other direct costs ...... (0.2) (0.2) (0.2) Compensation ...... (1.2) (1.1) (1.0) Allocation ...... - (0.2) (0.1) Operating expenses ...... (1.4) (1.5) (1.3) Depreciation & amortisation ...... - - - Financing & non-operating costs ...... - - - Other income/expenses ...... - - - Adjusted operating profit before taxation ...... 2.2 2.2 2.3 Non-operating exclusions ...... - - - Profit before taxation ...... 2.2 2.2 2.3

7.4.1. Net revenue Data & Advisory net revenue decreased by 2.7% to $3.6 million for the year ended 31 December 2020 from $3.7 million for the year ended 31 December 2019, which in turn was in increase of 2.8% from $3.6 million for the year ended 31 December 2018. The decrease for the year ended 31 December 2020 was due primarily to a decrease in gross revenue (which primarily reflected a decrease in the number of customers as compared to the previous year). The increase for the year ended 31 December 2019 was due primarily to an increase in gross revenue (which reflected an increase in number of customers as compared to the previous year).

7.4.2. Operating expenses Data & Advisory operating expenses decreased by 6.7% to $1.4 million for the year ended 31 December 2020 from $1.5 million for the year ended 31 December 2019, which in turn was an increase of 15.4% from $1.3 million for the year ended 31 December 2018. The decrease for the year ended 31 December 2020 was due primarily to a decrease in allocation (which reflected a small amount of inter-segmental allocation in 2019 that resulted from non-direct costs primarily relating to direct computer expenses being allocated in 2019 which was not repeated in 2020), offset in part by a small increase in compensation. The increase for the year ended 31 December 2019 was due primarily to an increase in compensation (which primarily reflected increased headcount and inflationary salary increases).

7.4.3. Profit before taxation Data & Advisory profit before taxation for the year ended 31 December 2020 was flat at $2.2 million for the year ended 31 December 2020 and 31 December 2019, which was a decrease of 4.3% from $2.3 million for the year ended 31 December 2018.

93 8. Liquidity and capital resources The Group’s primary uses of cash are posting margin with exchanges for client trades, investment of cash into higher yielding permissible investments, payment of employee compensation and funding acquisitions whilst maintaining regulatory minimums. The Group’s primary sources of liquidity are proceeds from the Group’s structured notes programme and drawdowns under the Group’s revolving credit facility. See also paragraph 10 “—Cash and indebtedness” below. The Group had net liquid resources of $302.8 million, $221.8 million and $240.2 million, and total available liquid resources of $467.8 million, $386.8 million and $367.2 million, as at 31 December 2020, 2019 and 2018, respectively. The table below sets out a breakdown of the Group’s net liquid resources for the periods indicated.

Year ended 31 December Daily net liquid resources 2020 2019 2018 ($ million) Minimum daily net liquid resources ...... 320.4 201.4 171.2 Maximum daily net liquid resource ...... 609.2 410.8 424.9 Average daily net liquid resources ...... 446.6 288.9 303.9

9. Cash flow analysis The following table sets out selected consolidated cash flow information for the Group for the periods indicated.

Year ended 31 December 2020 2019 2018 ($ million) Operating activities Cash (outflow)/inflow from operating activities ...... (32.4) (17.4) 139.5 Corporation tax paid ...... (13.4) (5.7) (9.2) Net cash (outflow)/inflow from operating activities ...... (45.8) (23.1) 130.3 Investing activities Purchase of intangible assets ...... (1.6) (2.4) (1.6) Purchase of property, software and equipment ...... (3.4) (2.8) (1.0) Proceeds from sale of property, software and equipment ...... - 0.2 - Purchase of equity instruments ...... (22.4) (29.6) - Interest received ...... 20.3 38.8 7.6 Net cash from acquisitions ...... (18.8) (110.2) - Purchase of investments ...... (5.2) (0.3) - Net cash outflow from investing activities (31.1) (106.2) 5.0 Financing activities (Decrease)/Increase in short-term borrowings ...... - - (60.0) Increase in debt securities ...... 180.9 196.2 - Payment of lease liabilities ...... (5.3) (5.6) - Dividends paid...... (18.2) - - Repurchase transactions ...... 140.0 - - Repurchase collateral ...... (142.3) - - Interest paid ...... (3.9) (4.6) (4.0) Increase in capital contribution ...... - - 0.2 Net cash inflow/(outflow) from financing activities ...... 150.9 186.1 (63.8) Cash and cash equivalents Increase in cash during period ...... 74.0 56.8 71.5

9.1. Cash Flows from Operating Activities Net cash from operating activities was a cash outflow of $45.8 million for the year ended 31 December 2020 as compared to a cash outflow of $23.1 million for the year ended 31 December 2019 and a cash inflow of $130.3 million for the year ended 31 December 2018.

94 The change to net cash outflow for the year ended 31 December 2020 was due primarily to cash outflows from additional investments in financial instruments (mostly in the form of treasury bills) and taxes paid during the year. Net cash outflows for the year ended 31 December 2019 were primarily the result of the settlement of the warehouse receipts litigation costs partially funded through receipts from clients.

9.2. Cash Flows from Investing Activities Net cash from investing activities was a cash outflow of $31.1 million for the year ended 31 December 2020 as compared to a cash outflow of $106.2 million for the year ended 31 December 2019 and a cash inflow of $5.0 million for the year ended 31 December 2018. The decrease in the cash outflow for the year ended 31 December 2020 was due primarily to a reduction in net cash outflow from acquisitions, which primarily reflected a reduction in amount of net cash paid in connection with the Group’s acquisitions in 2020 as compared to 2019. The increase in the cash outflow for the year ended 31 December 2019 was due primarily to a net cash outflow from acquisitions, which primarily reflected net cash paid in connection with the Group’s acquisition of RCG and CSC in 2019 (which was offset by any cash which was acquired), as well as the purchase of equity instruments relating to the hedging of risks associated with the issue of structured notes under the Marex Solutions structured notes programme.

9.3. Cash Flows from Financing Activities Net cash from financing activities was a cash inflow of $150.9 million for the year ended 31 December 2020 as compared to a cash inflow of $186.1 million for the year ended 31 December 2019 and a cash outflow of $63.8 million for the year ended 31 December 2018. The decrease in the cash inflow for the year ended 31 December 2020 was due primarily to the interim dividend paid during the year. The change to the cash inflow for the year ended 31 December 2019 was due primarily to an increase in debt securities issued, which primarily reflected the establishment and increasing utilisation of the Marex Solutions structured notes programme from the first quarter of 2019.

10. Cash and indebtedness The Group had cash and cash equivalents of $291.5 million, $217.5 million and $160.7 million as at 31 December 2020, 2019 and 2018, respectively. The Group had total borrowings (including short-term borrowings, current debt securities and non- current debt securities) of $376.7 million, $196.2 million and $0.0 million as at 31 December 2020, 2019 and 2018, respectively. The Group’s total borrowings as at 31 December 2020 were comprised primarily of $370.7 million of debt securities issued under the Group’s structured notes programme and $6.0 million of debt securities issued under the Group’s Tier 2 programme. The structured notes programme comprises a diversified portfolio of auto-callable, fixed, stability and capital-linked notes with varied terms issued by MF. The expansion of the Group’s structured notes programme since 2019 has diversified the Group’s sources of funds and reduced its utilisation of its revolving credit facility. As at 31 December 2020, the Group had no outstanding amounts drawn under its revolving credit facility. For a summary of the principal agreements relating to the Group’s structured notes programme and the Group’s revolving credit facility, see paragraph 13 “Material Contracts” in Part XI (Additional Information) of this document. See also paragraph 5.2.2 in Part V (Business Overview) of this document, which includes further information on the Group’s structured notes programme. The following table sets out a breakdown of the expected maturity of notes issued under the Group’s structured note programme and Tier 2 programme as at the dates indicated.

95 As at 31 December Expected maturity of structured notes 2020 2019 2018 ($ million) Less than 3 months ...... 40.4 54.5 - 3 to 12 months ...... 89.6 128.7 - 1 to 5 years ...... 228.5 13.0 - More than 5 years ...... 18.2 - - Total structured notes ...... 376.7 196.2 - The Group continues to explore opportunities for additional debt issuances, either under the Tier 2 programme or on a standalone basis. The Company intends to issue $50 million aggregate principal amount of a fixed rate 10-year subordinated note callable and resettable after five years with a coupon of 8.000% per annum, or such other rate as may be agreed (the “Notes”). Subject to the signing of final binding documentation and confirmation by the FCA that the Notes will qualify as Tier 2 capital, the Notes are expected to be issued pursuant to a private placement outside the United States only in June 2021 and listed on the Vienna MTF. The Company expects to use the net proceeds of the Notes for general corporate purposes.

11. Certain assets and liabilities in connection with trading activities The Group has certain assets and liabilities in connection with its commodities and other trading activities, including those held on behalf of clients and with respect to its own principal positions at exchanges. The following table sets out a breakdown of such assets and liabilities as at the dates indicated.

As at 31 December 2020 2019 2018 ($ million) Segregated assets ...... 2,166.4 1,351.7 473.3 Segregated liabilities ...... (1,970.3) (1,303.9) (515.7) Net segregated assets / (liabilities)(1) ...... 196.1 47.8 (42.4) Non-segregated assets ...... 564.6 442.6 316.8 Non-segregated liabilities ...... (442.3) (455.4) (331.3) Net non-segregated assets / (liabilities)(2) ...... 122.3 (12.8) (14.5) House receivables ...... 120.9 103.6 79.3 House payables ...... 3.0 (11.1) (11.4) Net house receivables / (payables)(3) ...... 123.9 92.5 67.9 Derivative assets ...... 199.7 91.9 28.9 Derivative liabilities ...... (236.4) (77.0) (48.7) Net derivative assets / (liabilities)(4) ...... (36.7) 14.9 (19.8) Financial instruments ...... 178.7 177.6 226.4 Repurchase agreements ...... (140.0) - - Other liquidity(5) ...... 38.7 177.6 226.4 Debt securities ...... (376.8) (196.2) - Credit facilities ...... (376.8) (196.2) - Corporate assets ...... 376.3 294.0 164.3 Net assets/equity ...... 443.8 417.8 381.9

(1) Net segregated assets / (liabilities) represent segregated assets held on behalf of clients which are posted at exchanges to meet margin calls and the Group’s associated liabilities to segregated clients. (2) Net non-segregated assets / (liabilities) represent non-segregated assets held on behalf of clients where the Group may also provide margin finance and the Group’s associated liabilities to non-segregated clients. (3) Net house receivables / (payables) represents the Group’s own principal positions at exchanges. (4) Net derivative assets / (liabilities) represents derivatives manufactured by the Group for clients, derivatives entered into by the Group to hedge risk associated with structured notes issued under the Group’s structured notes programme and derivatives associated with the Group’s own proprietary risk management. (5) Other liquidity represents the Group’s own cash and financial instruments which are not being used for net house or segregated client positions.

96 12. Capital adequacy requirements The Group is subject to consolidated capital requirements based on CRD IV. As per CRD IV, the Group is required to meet minimum own funds requirements of 8.66%, 10.70% and 13.42% of Common Equity Tier 1, Tier 1 and Total Capital, respectively, expressed as a percentage of the total risk exposure amount. The following table sets out the Group’s regulatory capital ratios and other information as at the dates indicated.

As at 31 December 2020 2019 2018 ($ million, except percentages) Core Tier 1 Capital ...... 443.8 417.8 381.9 Less: intangible assets and goodwill ...... (209.5) (187.0) (142.8) Less: other regulatory adjustments(1) ...... (3.9) (1.5) 0.4 Tier 2 Capital ...... 6.0 - - Capital resources ...... 236.4 229.3 239.5 Pillar 1 requirement ...... 116.5 92.3 75.0 Total risk exposure ...... 1,455.7 1,155.0 936.0 Capital ratio ...... 16.1% 19.9% 25.5%

(1) Other regulatory adjustments include profits for the six months ended 30 June 2020.

13. Off-balance sheet arrangements Except as disclosed in Note 28 to the Group Financial Statements contained in Part X (Historical Financial Information) of this document, the Group had no off-balance sheet arrangements as at 31 December 2020.

14. Critical accounting policies When applying the Group’s accounting policies, management must take a number of key judgements on the application of applicable accounting standards and estimates and assumptions that are not readily apparent from other sources. For a detailed description of the Group’s critical accounting policies, see Note 3 to the Group Financial Statements contained in Part X (Historical Financial Information) of this document.

15. New accounting standards As at 31 December 2020, certain IFRSs had been issued but were not effective, and in some cases had not yet been adopted by the EU, for the periods under review, but will be effective for later periods. The Directors and the Proposed Director have done an initial assessment of these standards and do not believe they will have a material impact on the financial statements of the Group in future periods. See Note 2 to the Group Financial Statements contained in Part X (Historical Financial Information) of this document.

16. Quantitative and qualitative disclosures about market risk The Group’s operations and use of financial instruments expose it to a variety of risks including market risk, credit risk, concentration risk, liquidity risk and foreign currency risk. For a discussion of these financial risks, see Note 33 to the Group Financial Statements contained in Part X (Historical Financial Information) of this document.

97 PART X

HISTORICAL FINANCIAL INFORMATION

Section A: Historical financial information of the Group

CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2020 2019 2018 Notes $’000 $’000 $’000 Revenue ...... 5 762,416 554,876 388,476 Operating expenses ...... 7 (721,413) (536,963) (346,665) Interest income ...... 10 20,460 38,626 7,440 Finance expense ...... 10 (4,888) (5,683) (4,010) Operating profit ...... 56,575 50,856 45,241

Other income ...... 9 1,825 1,570 96 Other expense ...... 9 (3,416) (5,800) (31,904) Profit before taxation ...... 54,984 46,626 13,433 Tax ...... 12 (11,161) (10,234) (3,281) Profit after taxation ...... 43,823 36,392 10,152

Earnings per share Basic and diluted (cents) ...... 11 $0.32 $0.27 $0.08

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2020 2019 2018 Notes $’000 $’000 $’000 Profit after taxation ...... 43,823 36,392 10,152 Other comprehensive income Items that may be reclassified subsequently to profit or loss when specific conditions are met Gain / (loss) on revaluation of investments ...... 17(a) 420 (249) (285) Deferred tax (credit) / charge on revaluation of investments ...... 12(c), 26 (72) 44 92 Gain on revaluation of financial instruments ..... 418 595 62 Gain / (loss) on cash flow hedge reserve ...... 35 1,626 884 (673) Other comprehensive gain / (loss), net of tax ...... 2,392 1,274 (804) Total comprehensive income ...... 46,215 37,666 9,348

The accompanying notes are an integral part of this Historical Financial Information.

98 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2020 2019 2018 Notes $’000 $’000 $’000 Assets Non-current assets Goodwill ...... 14 198,401 179,175 140,969 Intangible assets ...... 15 11,071 7,830 1,864 Property, software and equipment ...... 16 7,413 4,132 2,481 Right of use assets...... 32 16,256 23,577 - Investments ...... 17 8,472 8,052 8,029 Investments in associates ...... 18 5,564 - - Deferred tax ...... 25 - 1,369 922 Other assets ...... - 47 316 Financial instruments – unpledged...... 20 23,454 19,966 34,287 Financial instruments – pledged as collateral ... 20 473,494 188,344 81,284 Total non-current assets ...... 744,125 432,492 270,152

Current assets Inventory ...... 21 8,774 - - Equity instruments...... 33 52,055 29,629 - Derivative instruments ...... 24 199,658 91,933 28,930 Financial instruments – unpledged...... 20 65,337 17,948 19,237 Financial instruments – pledged as collateral ... 20 1,076,582 867,633 91,596 Trade and other receivables ...... 22 1,320,496 920,594 820,011 Corporation tax ...... 7,683 2,255 4,257 Cash and cash equivalents ...... 291,546 217,501 160,728 Total current assets ...... 3,022,131 2,147,493 1,124,759 Total assets ...... 3,766,256 2,579,985 1,394,911

99 2020 2019 2018 Notes $’000 $’000 $’000 Liabilities Current liabilities Derivative instruments ...... 24 236,431 77,000 48,764 Repurchase agreements ...... 23 139,969 - - Trade and other payables ...... 26 2,542,636 1,858,484 931,377 Short-term borrowings ...... 23 - - 4 Corporation tax ...... 1,547 1,839 654 Debt securities ...... 33 130,001 183,253 - Lease liability ...... 32, 33 5,678 6,476 - Provisions ...... 27 298 1,073 32,178 Total current liabilities ...... 3,056,560 2,128,125 1,012,977 Non-current liabilities Lease liability ...... 32, 33 18,712 21,159 - Debt securities ...... 33 246,756 12,946 - Deferred tax liability...... 25 440 - - Total non-current liabilities ...... 265,908 34,105 - Total liabilities ...... 3,322,468 2,162,230 1,012,977 Total net assets ...... 443,788 417,755 381,934

Equity Share capital ...... 29 176,240 176,240 176,238 Share premium ...... 30 134,327 134,327 134,516 Retained earnings ...... 30 132,741 107,013 72,279 Revaluation reserve ...... 30 974 208 (182) Cash flow hedge reserve ...... 35 1,837 211 (673) Other reserves ...... 30 (2,331) (244) (244) Total equity ...... 443,788 417,755 381,934

The accompanying notes are an integral part of the Historical Financial Information.

100 CONSOLIDATED STATEMENTS OF THE CHANGES IN EQUITY AND MOVEMENTS IN RESERVES FOR THE YEAR ENDED 31 DECEMBER Cash flow Share Share Retained Revaluation hedge Other capital premium earnings reserve reserve reserve Total Group $’000 $’000 $’000 $’000 $’000 $’000 $’000 At 1 January 2018 ...... 176,238 134,314 62,127 (51) - (244) 372,384 Profit for the year...... - - 10,152 - - - 10,152 Loss on revaluation of investments ...... - - - (285) - - (285) Deferred tax on revaluation of investments ...... - - - 92 - - 92 Gain on revaluation of financial instruments ...... - - - 62 - - 62 Capital contribution ...... - 202 - - - - 202 Loss on revaluation of hedge ...... - - - - (673) - (673) At 31 December 2018 ...... 176,238 134,516 72,279 (182) (673) (244) 381,934 Profit for the year...... - - 36,392 - - - 36,392 Impact of IFRS 16 ...... - - (1,658) - - - (1,658) Loss on revaluation of investments ...... - - - (249) - - (249) Deferred tax on revaluation of investments ...... - - - 44 - - 44 Gain on revaluation of financial instruments ...... - - - 595 - - 595 Capital contribution ...... 2 (189) - - - - (187) Gain on revaluation of hedge ...... - - - - 884 - 884 At 31 December 2019 ...... 176,240 134,327 107,013 208 211 (244) 417,755 Profit for the period...... - - 43,823 - - - 43,823 Loss on revaluation of investments ...... - - - 420 - - 420 Deferred tax on revaluation of investments ...... - - - (72) - - (72) Gain on revaluation of financial instruments ...... - - - 418 - - 418 Dividends paid ...... - - (18,195) - - - (18,195) Gain on revaluation of hedge ...... - - - - 1,626 - 1,626 Equity investment in group entity ...... - - - - - (1,684) (1,684) Other movements(1) ...... - - - - - (303) (303) At 31 December 2020 ...... 176,240 134,327 132,641 974 1,837 (2,231) 443,788

(1) Other movements relate mainly to foreign exchange movements upon consolidation of foreign subsidiaries.

101 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2020 2019 2018 Notes $’000 $’000 $’000 Profit before tax ...... 54,984 46,626 13,433 Adjustment to reconcile profit before tax to net cash flows: Amortisation of intangible assets...... 15 1,155 1,031 196 Loss on disposal of intangibles, property, software, and equipment ...... 7, 15, 16 24 10 281 Depreciation of property, software, and equipment ...... 7, 16 2,335 1,540 1,221 Depreciation of right-of-use-asset ...... 7, 32 6,473 5,702 - (Decrease) / increase in provisions ...... 27 (775) (31,105) 31,889 Impairment charge ...... 3,416 - - Interest income ...... 10 (20,460) (38,626) (7,440) Interest expense ...... 10 4,888 5,683 4,010 Provision for doubtful debts ...... 4,564 811 1,573 Revaluation of investment in associate ...... (364) - - Release of contingent creditor ...... (1,766) (1,525) - Revaluations ...... 246 653 - Operating cash flows before changes in working capital ...... 54,720 (9,200) 45,163 Working capital adjustments: (Increase) / decrease in trade and other receivables ...... (365,081) 11,625 (214,284) Increase / (decrease) in trade and other payables ...... 635,665 (246,599) 291,932 Increase in derivative instruments – assets ...... (106,100) (62,116) (21,987) Increase in derivative instruments – liabilities ... 159,431 28,236 39,456 (Increase) / decrease in financial instruments – pledged as collateral ...... (351,789) 245,054 16,675 Purchase of physical inventory ...... (8,774) - - (Decrease) / increase in financial instruments – unpledged ...... (50,459) 15,610 (17,427) Cash (outflow) / inflow from operating activities ...... (32,387) (17,390) 139,528 Corporation tax paid ...... (13,392) (5,749) (9,233) Net cash (outflow) / inflow from operating activities ...... (45,779) (23,139) 130,295

102 2020 2019 2018 Notes $’000 $’000 $’000 Investing activities Purchase of intangible assets ...... 15 (1,621) (2,373) (1,565) Purchase of property, software and equipment . 16 (3,363) (2,759) (1,029) Proceeds from sale of property, software and equipment ...... - 248 - Purchase of equity instruments ...... 17(b) (22,426) (29,629) - Interest received...... 10 20,276 38,781 7,598 Net cash from acquisitions ...... (18,718) (110,150) - Purchase of investments ...... 17(a), 18 (5,200) (272) - Net cash outflow from investing activities ... (31,052) (106,154) 5,004 Financing activities Decrease in short-term borrowings ...... - (4) (59,997) Increase in debt securities ...... 180,558 196,199 - Payment of lease liabilities ...... (5,289) (5,566) - Dividends paid ...... 13 (18,195) - - Repurchase transactions ...... 139,969 - - Movement in repurchase collateral ...... (142,310) - - Interest paid ...... (3,857) (4,563) (4,000) Increase in capital contribution ...... - - 202 Net cash inflow / (outflow) from financing activities ...... 150,876 186,066 (63,795) Net increase in cash and cash equivalents .. 74,045 56,773 71,504

Cash and cash equivalents Cash at bank and on hand and short-term deposits at 1 January ...... 217,501 160,728 89,224 Increase in cash ...... 74,045 56,773 71,504 Cash and cash equivalents at 31 December ...... 291,546 217,501 160,728

The accompanying notes are integral part of the Historical Financial Information.

103 NOTES TO THE HISTORICAL FINANCIAL INFORMATION FOR THE YEARS ENDED 31 DECEMBER 2018, 2019 AND 2020

1. GENERAL INFORMATION Marex Spectron Group Limited (the “Company”) is a company incorporated in England and Wales under the Companies Act. The Company and its subsidiaries (together the “Group”) is a private company limited by shares and is incorporated and domiciled in England. The address of the registered office is 155 Bishopsgate, London EC2M 3TQ. The principal activities of the Group are to offer clients extensive access to financial and physical markets in a number of different commodity markets, providing global coverage from offices in the United Kingdom, Hong Kong, Singapore, Paris, Dublin and the United States of America. This special purpose financial information (the “Historical Financial Information”) presents the financial track record of the Group as of and for each of the years ended 31 December 2018, 2019 and 2020. This Historical Financial Information has been prepared for the inclusion in the registration document of Marex Spectron Group Limited. This Historical Financial Information has been prepared in accordance with the requirements of item 18.1 of Annex 1 to the UK version of the Prospectus Delegated Regulation, the Listing Rules, and with those parts of the Companies Act 2006 as applicable to companies reporting under IFRS. All accounting policies have been applied consistently, unless otherwise stated. The Historical Financial Information has been approved for issue by the Board of Marex Spectron Group Limited on 1 April 2021.

2. ADOPTION OF NEW AND REVISED STANDARDS

(a) Amendments to IFRSs that are mandatorily effective for the current year In the current year, the Group has applied a number of amendments to IFRSs and a new Interpretation issued by the International Accounting Standards Board (“IASB”) and adopted by the EU that are mandatorily effective for an accounting period that begins on or after 1 January 2020. Their adoption has not had any material impact on the disclosures or on the amounts reported in this Historical Financial Information.

Amendments to IFRS 3: Definition of a Business The amendment to IFRS 3 Business Combinations clarifies that to be considered a business, an integrated set of activities and assets must include, at a minimum, an input and a substantive process that, together, significantly contribute to the ability to create an output. Furthermore, it clarifies that a business can exist without including all of the inputs and processes needed to create outputs. This amendment was considered for the acquisitions completed by the Group during the year, the revised definition of a business did not materially impact the Historical Financial Information of the Group.

Amendments to IFRS 7, IFRS 9 and IAS 39 Interest Rate Benchmark Reform The amendments to IFRS 9 and IAS 39 Financial Instruments: Recognition and Measurement provide a number of reliefs, which apply to all hedging relationships that are directly affected by the interest rate benchmark reform. A hedging relationship is affected if the reform gives rise to uncertainty about the timing and/or amount of benchmark-based cash flows of the hedged item or the hedging instrument. These amendments have no impact on the Historical Financial Information as it does not have any interest rate hedging relationships.

Amendments to IAS 1 and IAS 8 Definition of Material The amendments provide a new definition of material that states, “information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose Historical Financial Information make on the basis of those Historical Financial Information, which provide financial information about a specific reporting entity.” The amendments clarify that materiality will depend on the nature or magnitude of information, either individually or in combination with other information, in the context of the Historical Financial Information. A misstatement of information is material if it could reasonably be expected to influence decisions made by the primary users.

104 These amendments had no impact on the Historical Financial Information of, nor is there expected to be any future impact to the Group.

Conceptual Framework for Financial Reporting The Conceptual Framework is not a standard, and none of the concepts contained therein override the concepts or requirements in any standard. The purpose of the Conceptual Framework is to assist the IASB in developing standards, to help preparers develop consistent accounting policies where there is no applicable standard in place and to assist all parties to understand and interpret the standards. This will affect those entities which developed their accounting policies based on the Conceptual Framework. The revised Conceptual Framework includes some new concepts, updated definitions and recognition criteria for assets and liabilities and clarifies some important concepts. These amendments had no impact on the Historical Financial Information.

Amendments to IFRS 16 Covid-19 Related Rent Concessions On 28 May 2020, the IASB issued Covid-19 Related Rent Concessions – amendment to IFRS 16 Leases. The amendments provide relief to lessees from applying IFRS 16 guidance on lease modification accounting for rent concessions arising as a direct consequence of the Covid-19 pandemic. As a practical expedient, a lessee may elect not to assess whether a Covid-19 related rent concession from a lessor is a lease modification. A lessee that makes this election accounts for any change in lease payments resulting from the Covid-19 related rent concession the same way it would account for the change under IFRS 16, if the change were not a lease modification. The amendment applies to annual reporting periods beginning on or after 1 June 2020. Earlier application is permitted. This amendment had no impact on the Historical Financial Information of the Group.

(b) New and revised IFRSs in issue, but not yet effective At the date of authorisation of these Historical Financial Information, the Group has not applied the following new and revised IFRSs that have been issued, but are not yet effective and, in some cases, had not yet been adopted by the EU:

Amendment to IAS 1 Clarification in the definition of current and non-current liabilities, effective on or after 1 January 2023.

Amendments to IFRS 3 Clarification of guidance on contingent assets, effective on or after 1 January 2022.

Amendments to IAS 16 Clarification of proceeds before intended use guidance, effective on or after 1 January 2022.

Amendments to IAS 37 Specification of costs to be included when assessing whether a contract is onerous, effective on or after 1 January 2022.

Amendment IFRS 9 Specification of the treatment of fees for the derecognition of financial liabilities, effective on or after 1 January 2022.

The directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the Group in future periods and therefore does not intend to adopt the standards early.

3. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of accounting The Historical Financial Information has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) as well as interpretations issued by the IFRS Interpretations Committee (“IFRIC”) as endorsed by the European Union (“EU”). The Historical Financial Information have been prepared on the historical cost basis, except for the revaluation of certain financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below.

105 Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated Historical Financial Information is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of pre-1 January 2019 IAS 17 and post-1 January 2019 IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; • Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and • Level 3 inputs are unobservable inputs for the asset or liability.

(b) Basis of consolidation The consolidated Historical Financial Information incorporate the results of Marex Spectron Group Limited (the “Group”) and entities controlled by the Group (‘its subsidiaries’) made up to 31 December each year. Control is achieved when the Group: • has the power over the investee; • is exposed, or has rights, to variable return from its involvement with the investee; and • has the ability to use its power to affect its returns. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the date the Group gains control until the date when the Group ceases to control the subsidiary. Where necessary, adjustments are made to the Historical Financial Information of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.

(c) Going concern In considering going concern, the Directors have reviewed the capital, liquidity and financial position of the Group and concluded that the going concern basis is still appropriate. As a part of this conclusion the Directors took into consideration the financial impact of Covid-19 and the potential impact on the capital, liquidity and financial performance as noted within the Group’s pandemic stress and reverse stress test. The results of the pandemic stress highlighted that the Group has sufficient capital and liquidity to satisfy its regulatory requirements. In addition to this a reverse stress analysis has been performed to identify the tail risk scenarios which would lead to challenges in meeting regulatory requirements. Funding is managed on a Group basis. As a result of both the pandemic stress test and reverse stress analysis the Directors have, at the time of approving the Historical Financial Information, a reasonable expectation that the Group has adequate resources to continue to satisfy its regulatory obligations as well as its liabilities

106 for the foreseeable future. Thus, the Group continues to adopt the going concern basis of accounting in preparing the Historical Financial Information.

(d) Business Combinations Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value at the acquisition date, except that: • deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively; and • assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard. Goodwill arises on the acquisition of subsidiaries and represents the excess of the cost of the acquisition (including the fair value of deferred and contingent consideration) of a business combination, over the share in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair values of assets given, liabilities assumed, and equity instruments issued, plus any direct costs of acquisition. Goodwill has an indefinite useful economic life and is measured at cost less any accumulated impairment losses. It is tested for impairment annually and whenever there is an indicator of impairment. Where the carrying value exceeds the higher of the value in use or fair value less cost to sell, an impairment loss is recognised in the income statement.

(e) Foreign currency translation The Group Historical Financial Information is presented in US Dollars (“USD”), which is also the currency of the primary economic environment (the functional currency) and the presentational currency of the Group. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions entered into by Group entities in a currency other than USD are recorded at the rates prevailing when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates prevailing at the reporting date. Exchange differences arising on the retranslation of monetary assets and liabilities are similarly recognised immediately in the income statement. On consolidation, the results of overseas operations are translated into USD at rates approximating to those prevailing when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rates ruling at the prevailing date.

(f) Employee benefits

Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Retirement benefits: defined contribution schemes The Group operates defined contribution schemes. Payments to defined contribution retirement benefit schemes are recognised as an expense when employees have rendered services entitling them to contributions.

107 (g) Impairment of non-financial assets Impairment tests on goodwill and other intangible assets with indefinite useful lives are undertaken annually. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset for which the estimates of future cash flows have not been adjusted. The impairment test is carried out on the asset’s cash generating unit (i.e. the smallest group of assets in which the asset belongs for which there are separately identifiable cash flows). An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Where the carrying value of an asset exceeds its recoverable amount an impairment loss is recognised in the income statement.

(h) Financial instruments

Initial recognition and measurement Financial assets and financial liabilities are recognised in the Group’s Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Effective interest method The effective interest rate method is a method of calculating the amortised cost of a financial instrument and allocating interest income or expense over the relevant period. The effective interest rate (“EIR”) is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Financial assets All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the timeframe established by regulation or convention in the marketplace. All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. Financial assets that meet both of the following conditions and have not been designated as at fair value through profit and loss (“FVTPL”) are measured at amortised cost: • the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and • the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets that meet both of the following conditions and have not been designated as at FVTPL are measured at fair value through other comprehensive income (“FVTOCI”):

108 • the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and • the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. All financial assets not classified as measured at amortised cost or FVTOCI as described above are measured at FVTPL. This includes all derivative financial assets. The Group may make the following irrevocable election and/or designation at initial recognition of a financial asset: • the Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met; and • the Group may irrevocably designate a debt investment that meets the amortised cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch. The following accounting policies apply to the subsequent measurement of financial assets.

Amortised cost and effective interest method The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. For financial instruments other than purchased or originated credit-impaired financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the contrary, the gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and at FVTOCI. For financial instruments other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired.

Debt instruments classified as amortised cost Debt instruments classified as amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Group’s financial assets at amortised cost includes US Treasury Notes (classified as financial instruments on the balance sheet) and trade receivables.

Debt instruments classified as at FVTOCI Some US Treasury Notes held by the Group are classified as at FVTOCI. The notes are initially measured at fair value plus transaction costs. Subsequently, changes in the carrying amount of these notes as a result of impairment gains or losses, and interest income calculated using the effective interest method are recognised in profit or loss. The amounts that are recognised in profit or loss are the same as the amounts that would have been recognised in profit or loss if these notes had been measured at amortised cost. All other changes in the carrying amount of these notes are recognised in other comprehensive income and accumulated under the heading of revaluation reserve. When these notes are derecognised, the cumulative gains or losses previously recognised in other comprehensive income are reclassified to profit or loss. These financial instruments are provided to the exchange to be held as collateral or in this particular instance as initial margin to allow the Group to provide its clients with access to the markets through these exchanges.

109 Investments in equity designated as at FVTOCI On initial recognition, the Group made an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies. A financial asset is held for trading if: • it has been acquired principally for the purpose of selling it in the near term; or • on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has evidence of a recent actual pattern of short‑term profit‑taking; or • it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument). Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the revaluation reserve. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead it will be transferred to retained earnings. The Group has designated all investments in equity instruments that are not held for trading as at FVTOCI on initial application of IFRS 9.

Financial assets at FVTPL Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL. Specifically: • investments in equity instruments are classified as at FVTPL, unless the Group designates an equity investment that is neither held for trading nor a contingent consideration arising from a business combination as at FVTOCI on initial recognition; and • debt instruments that do not meet the amortised cost criteria or the FVTOCI criteria are classified as at FVTPL.

Impairment of financial assets The Group recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at FVTOCI. No impairment loss is recognised for investments in equity instruments. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The Group always recognises lifetime expected credit losses (“ECL”) for trade receivables. ECLs are a probability‐weighted estimate of credit losses based on both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and forward-looking expectation. For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL. The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition instead of on evidence of a financial asset being credit-impaired at the reporting date or an actual default occurring. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

110 Significant increases in credit risk In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition: • an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating; and • significant deterioration in external market indicators of credit risk for a particular financial instrument. The Group assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk, based on all of the following; (1) the financial instrument has a low risk of default, (2) the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and (3) adverse changes in economic and business conditions in the long term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria is capable of identifying significant increase in credit risk before the amount becomes past due.

Definition of default The Group considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that receivables that meet either of the following criteria are generally not recoverable: • when there is a breach of financial covenants by the counterparty; or • information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collaterals held by the Group) or partially. The Group considers that when a financial asset is more than 180 days past due, that the number of days past due is sufficient evidence of a deterioration in the credit quality of the client in most circumstances. At this point the Group performs a qualitative review of the financial assets on a client by client basis to determine whether the Group has reasonable and supportable information to demonstrate whether a default event has occurred.

Credit-impaired financial assets A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events: • significant financial difficulty of the issuer or the borrower; • a breach of contract, such as default or past due event; • it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or • the disappearance of an active market for that financial asset because of financial difficulties.

Write-off policy The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings.

111 Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

Impairment of financial assets

Measurement and recognition of expected credit losses The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date. For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate. The grouping is regularly reviewed by management to ensure the constituents of each group continue to share similar credit risk characteristics. Where lifetime ECL is measured on a collective basis to cater for cases where evidence of significant increases in credit risk at the individual instrument level may not yet be available, the financial instruments are grouped on the following basis: • nature of financial instruments; and • external credit ratings where available. If the Group has measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the Group measures the loss allowance at an amount equal to 12-month ECL at the current reporting date. The Group recognises an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognised in other comprehensive income and accumulated in the revaluation reserve and does not reduce the carrying amount of the financial asset in the statement of financial position.

Derecognition of financial assets On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. In addition, on derecognition of an investment in a debt instrument classified as at FVTOCI, the cumulative gain or loss previously accumulated in the revaluation reserve is reclassified to profit or loss. In contrast, on derecognition of an investment in equity instrument which the Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the revaluation reserve is not reclassified to profit or loss but is transferred to retained earnings.

Financial liabilities Financial liabilities are classified as either financial liabilities at ‘”FVTPL” or “other financial liabilities”. The Group classifies its financial liabilities into the following categories, depending on the purpose for which the liability was assumed: • FVTPL: this category includes financial instruments held for trading. They are carried in the statement of financial position at fair value with changes in fair value recognised in the income statement; or • other financial liabilities include the following items: trade and other payables and other short-term monetary liabilities which are recognised at amortised cost; and bank borrowings, such interest-bearing liabilities are subsequently measured at amortised cost using the EIR method, which ensures that any interest expense over the period to

112 repayment is recognised at a constant rate on the balance of the liability carried in the statement of financial position.

Derecognition of financial liabilities A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. In circumstances where a financial liability is replaced by the same lender yet the contractual terms are substantially different or modified, the original financial liability will be derecognised at the point of contractual exchange and the new financial liability recognised.

Offsetting of financial assets and liabilities Financial assets and liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention and ability to settle on a net basis, or to realise the assets and liabilities simultaneously.

Derivative instruments The Group uses derivative financial instruments, such as forward currency contracts, over-the- counter precious and base metal contracts, agricultural, energy contracts and equities, respectively. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

(i) Physical commodity contracts The Group now trades in physical commodity contracts for the purposes of trading. As such these contracts meet the definition of a derivative financial instrument and therefore are recorded at fair value on the balance sheet with changes in fair value reflected within cost of trades. These contracts qualify for disclosure as per the financial instruments in note 3 (h).

(j) Hedge Accounting The Group designates certain derivatives as hedging instruments in respect of foreign currency risk on firm commitments. Hedges of foreign currency risk on firm commitments are accounted for as cash flow hedges. At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item. The effective portion of changes in the fair value of foreign currency forward contracts that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item is recognised in profit or loss, in the same line of the income statement as the recognised hedged item. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income at that time is accumulated in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.

(k) Repurchase agreements Repurchase agreements are a form of secured borrowing whereby the Group receives a loan or cash in exchange for the transfer of collateral, generally in the form of marketable securities subject to an agreement to receive the securities back at a fixed price in the future.

113 The Group borrows cash collateralised through securities that are subject to a commitment to return. The securities are included on the balance sheet as the Group retains the risks and rewards of ownership. Consideration received is accounted for as a loan asset at amortised cost unless it is designated at fair value through profit or loss.

(l) Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand, and short-term deposits.

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS In the application of the Group’s accounting policies, which are described throughout this document, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis and revisions to accounting estimates are recognised in the period in which the estimate is revised. Significant judgement and estimates are necessary in relation to the following matters:

(a) Judgements The following are critical judgements, apart from those involving estimations, that the Directors have made in the process of preparing the Historical Financial Information. • Provisions and contingent liabilities Provisions are established by the Group based on management’s assessment of relevant information and advice available at the time of preparing the Historical Financial Information. Judgement is required as to whether a present obligation exists and in estimating the probability, timing and amount of any outflows. Judgement is also required as to when contingent liabilities become disclosable. Outcomes are uncertain and dependent on future events. • Accounting for an entity where the Group owns more than 50% of its shares The Group considers that it does not control the Cambridge Machines Gemini Fund Limited, a fund incorporated in the Isle of Man, although its initial investment of $5,200,000 represented a stake of approximately 80% (at the time of investment), and the Group is the single largest shareholder, the shares that it holds do not contain any voting rights. Whilst it can be demonstrated that the Group has significant influence; owing to the Board and governance structure in place for the Fund, it does not have control, resulting in the Group applying the equity method of accounting for the investment (refer to note 18).

(b) Estimates • Impairment of non-financial assets The Group’s impairment testing for goodwill and non-financial assets with indefinite useful lives is based on the fair value less costs of disposal. The fair value less costs of disposal calculation is based on available data from similar assets or observable market prices less incremental costs for disposing of the assets and is estimated by using the pre-tax price earnings multiples derived from adjusting comparative peer multiples. This multiple is applied to the pre-tax earnings of each cash generating units (“CGUs”) arising in the period. Note 14 describes the assumptions used together with an analysis of the sensitivities to change in key inputs. • Fair value of financial instruments The Group determines the fair value of financial instruments that are not quoted, based on estimates using present values or other valuation techniques. Those techniques are significantly affected by the assumptions used, including discount rates and estimates of future cash flows. Where market prices are not readily available, fair value is either based on estimates obtained from independent experts, quoted market prices of comparable instruments or unobservable inputs which are considered reasonably possible. In that regard, the derived fair value estimates cannot be substantiated by comparison with independent markets and, in many cases, may not be capable of being realised immediately. Further information on the carrying amounts of these

114 assets and the sensitivity of those amounts to change in unobservable inputs are provided in note 33. • Provisions and contingent liabilities The Group determines the provisions and contingent liabilities based on management’s assessment of relevant information and advice available at the time of preparing the Historical Financial Information. Outcomes are uncertain and dependent on future events. Where outcomes differ from management’s expectations, differences from the amount initially provided are reflected in the consolidated income statement in the period the outcome was determined. • Provisions against trade and other receivables Using information available at the reporting date, the directors make judgements based on experience regarding the level of provision required to account for potentially uncollectible receivables. Additionally, the Group uses historical information to estimate a probability of default and determine future expected credit losses. • Taxation The Group determines the provision for deferred tax on temporary differences where tax recognition occurs at a different time from accounting recognition. The Group has recognised deferred tax assets in respect of losses and temporary differences. Deferred tax liabilities are generally recognised for all temporary differences with deferred tax assets being recognised in respect of unused tax losses and other temporary differences to the extent that it is probable that there will be future taxable profits against which the losses and other temporary differences can be utilised. The Group has considered their carrying value as at 31 December 2018, 2019 and 2020 and concluded that, based on management’s estimates, sufficient taxable profits will be generated in future years to recover recognised deferred tax assets.

5. REVENUE

Revenue recognition Revenue is recognised when it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable taking into account any trade discounts and volume rebates granted by the Group. The Group generates revenue from the following segments: • Commercial hedging involves revenues generated from execution and clearing commissions which are recognised on a trade date basis; • Market making revenues are where the Group acts as the principal, which is typically recognised on a fair value basis whereby movements in fair values of the positions are recognised in the income statement. Included within market making revenues is net interest which is directly attributable to the trading activities of the Group and is recorded on an accruals basis; • Price discovery revenues are where the Group acts as an agent and therefore earns a commission, which are recognised on a trade date basis; • Data and advisory revenues are recognised on an accruals basis, where the Group earns revenues from the provision of research, algorithms and IT Services via its Neon platform. Control and Support is reported as a separate segment within note 6, and this represents the cost centre of the Group. Financial instruments held for trading purposes are fair valued and subsequent gains and losses are recognised in the income statement.

115 Set out below is the disaggregation of the Group’s revenue from contracts with customers: North America Europe Asia Total 31 December 2020 $’000 $’000 $’000 $’000 Commercial hedging ...... 181,551 194,400 18,897 394,848 Market making ...... 21,667 207,716 6,362 235,745 Price discovery ...... 36,992 84,520 6,763 128,275 Data & Advisory ...... - 3,548 - 3,548 Revenue ...... 240,210 490,184 32,022 762,416

North America Europe Asia Total 31 December 2019 $’000 $’000 $’000 $’000 Commercial hedging ...... 168,461 164,016 14,593 347,070 Market making ...... 8,920 70,632 424 79,976 Price discovery ...... 37,393 82,666 4,047 124,106 Data & Advisory ...... - 3,724 - 3,724 Revenue ...... 214,774 321,038 19,064 554,876

North America Europe Asia Total 31 December 2018 $’000 $’000 $’000 $’000 Commercial hedging ...... 14,687 157,019 22,742 194,448 Market making ...... 3,073 65,753 2,021 70,847 Price discovery ...... 39,302 75,855 4,441 119,598 Data & Advisory ...... - 3,583 - 3,583 Revenue ...... 57,062 302,210 29,204 388,476

6. SEGMENTAL ANALYSIS

Segmental reporting For management purposes, the Group is organised into separate operating segments, based on the services provided, as follows: • Commercial hedging provides clients with execution and clearing services in metals, agricultural products and financial futures as well as bespoke OTC traded derivative solutions. Specifically, the segment offers clients who cannot find the hedge they require on exchange customised hedging solutions. Included within this segment are the results from the structured notes business. • Market making provides liquidity to counterparties across the metals, energy and agricultural markets, where the Group acts as a principal, buying and selling commodities on its own account. • Price discovery is where the Group acts as an agent to OTC trades, using specialist knowledge and relationships of the brokers to match buyers and sellers in the OTC market, specifically in the Energy business. • Data & advisory relates to the provision of market data to analytics, proprietary indices and research across commodity, energy and financial markets. Data and analytics are embedded across our core product offering and are delivered via proprietary NEON, Agile and Nanolytics technology platforms. • Control & support relates to the central costs which have not been allocated to the individual businesses. For the purposes of management reporting, net revenue does not contain the implied interest cost relating to the issued debt securities. Operating segments and reporting segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”). The CODM, who is responsible for

116 allocating resources and assessing performance, has been identified as the Group’s Executive Committee. The CODM regularly reviews the Group’s operating results in order to assess performance and to allocate resources. The CODM considers the business from an offering perspective further bifurcated by product. There is a judgement in relation to the methodology by which costs are allocated between the control and support functions to the various front office businesses. Non-operating costs represent impairment charges, IPO costs, management fees, adjustments to continent consideration, the warehouse receipts legal matter and share disposals.

Commercial Market Price Data & Control & 31 December 2020 Hedging Making Discovery Advisory Support Totals Net revenue ...... 181,555 101,568 127,929 3,605 - 414,657 Other direct costs ...... (22,125) (7,212) (9,199) (243) (33,467) (72,246) Compensation ...... (65,956) (41,520) (86,273) (1,168) (66,920) (261,827) Allocations ...... (46,341) (17,743) (12,874) 11 76,947 - Operating expenses ...... (134,422) (66,475) (108,346) (1,400) (23,440) (334,083) Depreciation & amortisation ...... (2,936) (128) (50) (1) (6,843) (9,958) Financing & other costs ...... 382 128 4 - (9,648) (9,134) Adjusted profit before tax ...... 44,579 35,093 19,537 2,204 (39,931) 61,482 Non-operating costs ...... (6,498) Profit before tax per IFRS ...... 54,984

Control Commercial Market Price Data & and 31 December 2019 Hedging Making Discovery Advisory Support Totals Net revenue ...... 158,884 66,172 123,397 3,719 - 352,171 Other direct costs ...... (20,333) (4,770) (12,230) (209) (32,215) (69,757) Compensation ...... (44,243) (24,212) (81,184) (1,099) (61,178) (211,916) Allocations ...... (43,454) (14,808) (12,365) (212) 70,839 - Operating expenses ...... (108,030) (43,790) (105,779) (1,520) (22,554) (281,673) Depreciation & amortisation ...... (3,155) (79) (51) (1) (4,922) (8,208) Financing & other costs ...... (2,605) (1) (31) - (6,212) (8,849) Adjusted profit before tax ...... 45,094 22,302 17,536 2,198 (33,688) 53,442 Non-operating exclusions ...... (6,816) Profit before tax per IFRS ...... 46,626

Control Commercial Market Price Data & and 31 December 2018 Hedging Making Discovery Advisory Support Totals Net revenue ...... 109,597 60,745 119,076 3,630 - 293,048 Other direct costs ...... (14,796) (3,549) (11,226) (204) (27,310) (57,085) Compensation ...... (36,142) (22,778) (81,314) (994) (42,707) (183,935) Allocations ...... (22,605) (11,582) (12,876) (115) 47,178 - Operating expenses ...... (73,543) (37,909) (105,416) (1,313) (22,839) (241,020) Depreciation & amortisation ...... (148) (17) (38) - (1,213) (1,416) Financing & other costs ...... 58 (3) 29 - (5,123) (5,039) Adjusted profit before tax ...... 35,964 22,816 13,651 2,317 (29,175) 45,573 Non-operating exclusions ...... (32,140) Profit before tax per IFRS ...... 13,433

117 Within net revenue, interest income relates to interest earned on balances due from customers, clients and exchanges, which for statutory reporting purposes is reported within cost of trade. For statutory purposes contained within revenue is the implied interest cost relating to the structured notes.

A reconciliation to the 2020 income statement is below. Profit Operating Interest Finance Operating Other Other before Revenue expenses income expense profit income expense taxation Revenue ...... 769,461 - - (7,045) 762,416 - - 762,416 Cost of Trade ..... - (364,415) 21,220 - (343,195) - - (343,195) Bad Debt ...... - (4,564) - - (4,564) - - (4,564) Net revenue ...... 769,461 (368,979) 21,220 (7,045) 414,657 - - 414,657 Other direct costs ...... - (72,246) - - (72,246) - - (72,246) Compensation .... - (261,837) - - (261,837) - - (261,837) Depreciation & amortisation ...... - (9,958) - - (9,958) - - (9,958) Financing & other costs ...... (7,045) (3,504) (742) 2,157 (9,134) - - (9,134) Adjusted operating profit before tax ...... 762,416 (716,524) 20,478 (4,888) 61,482 - - 61,482 Non-operating exclusions ...... - (4,889) (18) - (4,907) 1,825 (3,416) (6,498) Reported Profit before tax ...... 762,416 (721,413) 20,460 (4,888) 56,575 1,825 (3,416) 54,984

Reconciliation to Income Statement 2019 Profit Operating Interest Finance Operating Other Other before Revenue expenses income expense profit income expense taxation Revenue ...... 558,018 - - (3,142) 554,876 - - 554,876 Cost of Trade .... - (238,532) 36,707 - (201,825) - - (201,825) Bad Debt ...... - (880) - - (880) - - (880) Net revenue ..... 558,018 (239,412) 36,707 (3,142) 352,171 - - 352,171 Other direct costs ...... - (69,757) - - (69,757) - - (69,757) Compensation ... - (211,916) - - (211,916) - - (211,916) Depreciation & amortisation ...... - (8,208) - - (8,208) - - (8,208) Financing & other costs ...... (3,142) (5,084) 1,919 (2,541) (8,848) - - (8,848) Adjusted operating profit before tax ...... 554,876 (534,377) 38,626 (5,683) 53,442 - - 53,442 Non-operating exclusions ...... - (2,586) - - (2,586) 1,570 (5,800) (6,816) Reported Profit before tax ...... 554,876 (536,963) 38,626 (5,683) 50,856 1,570 (5,800) 46,626

118

Reconciliation to Income Statement 2018 Profit Operating Interest Finance Operating Other Other before Revenue expenses income expense profit income expense taxation Revenue ...... 388,476 - - - 388,476 - - 388,476 Cost of Trade .... - (108,992) 15,137 - (93,855) - - (93,855) Bad Debt ...... - (1,573) - - (1,573) - - (1,573) Net revenue ..... 388,476 (110,565) 15,137 - 293,048 - - 293,048 Other direct costs ...... - (57,085) - - (57,085) - - (57,085) Compensation ... - (183,935) - - (183,935) - - (183,935) Depreciation & amortisation ...... - (1,416.00) - - (1,416) - - (1,416) Financing & other costs ...... - 6,668 (7,697) (4,010) (5,039) - - (5,039) Adjusted operating profit before tax ...... 388,476 (346,333) 7,440 (4,010) 45,573 - - 45,573 Non-operating exclusions ...... - (332) - - (332) 96 (31,904) (32,140) Reported Profit before tax ...... 388,476 (346,665) 7,440 (4,010) 45,241 96 (31,904) 13,433

7. OPERATING PROFIT

Operating profit Operating profit is calculated after items such as personnel costs, cost of trade, depreciation and amortisation of intangible assets, provision for doubtful debts and charges under operating leases.

Foreign currency translation The Group’s Historical Financial Information is presented in US Dollars (“USD”), which is also the currency of the primary economic environment (the functional currency) and the presentational currency of the Group. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions entered into by Group entities in a currency other than USD are recorded at the rates prevailing when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates prevailing at the reporting date. Exchange differences arising on the retranslation of monetary assets and liabilities are similarly recognised immediately in the income statement. On consolidation, the results of overseas operations are translated into USD at rates approximating to those prevailing when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rates ruling at the prevailing date.

Cost of Trade Cost of trade relates primarily to exchange fees paid. The Group accounts for costs of trade on an accruals basis, and recognises them on the income statement prior to payment. This has been arrived at after charging / (crediting):

119 2020 2019 2018 Notes $’000 $’000 $’000 Staff costs ...... 8 261,827 211,916 184,110 Cost of trade ...... 364,415 238,532 108,992 Amortisation of intangible assets(2) ...... 15 1,155 1,031 196 Depreciation of property, software and equipment ...... 16 2,335 1,540 1,221 Loss on disposal of intangibles assets ...... 24 10 281 Provision for doubtful debts ...... 22 4,564 811 1,573 Charges under operating leases ...... 31 11,429 9,445 6,992 Foreign exchange (gains) / losses ...... (639) 406 (187)

(2) Amortisation and Depreciation has been reclassified in line with the movement of software from intangibles to Property, Software and Equipment as per note 16.

8. STAFF COSTS

Employee benefits

Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Retirement benefits: defined contribution schemes The Group operates defined contribution schemes. Payments to defined contribution retirement benefit schemes are recognised as an expense when employees have rendered services entitling them to contributions. 2020 2019 2018 Number Number Number Front office ...... 428 353 279 Control & support ...... 386 337 244 Average monthly number of staff ...... 814 690 523

2020 2019 2018 $’000 $’000 $’000 Aggregate wages and salaries ...... 239,169 195,156 166,516 Employer’s National Insurance Contributions and similar taxes ...... 14,625 10,071 12,845 Short-term monetary benefits ...... 4,922 4,070 2,736 Defined pension contribution cost ...... 1,928 1,674 1,345 Apprenticeship levy ...... 263 214 193 Redundancy payments ...... 920 731 475 Total staff costs (note 7) ...... 261,827 211,916 184,110

As at 31 December 2020 the total number of staff was 973 (2019: 732 and 2018: 531). As at 31 December 2020, there were contributions totalling $1,160 (2019: $272,243 and 2018: $230,258) payable to the defined contribution pension scheme by the Group. Included in Aggregate wages and salaries are $95,000 relating to Management incentive plan.

9. OTHER INCOME AND EXPENSE Dividend income from investments is recognised when the shareholder’s rights to receive payment have been established (provided that it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably).

120 2020 2019 2018 $’000 $’000 $’000 Other income Dividends received ...... 59 47 49 Release of contingent consideration ...... 1,766 1,523 47 1,825 1,570 96 The release of contingent consideration relates to the purchase price for the assets of Rosenthal Collins Group. As of the acquisition date, a liability for $3,289,000 was recorded for the value of contingent consideration payable. This was remeasured at 31 December 2019 to $1,766,000, resulting in a release of $1,523,000. The remaining balance of $1,766,000 was released during the year ended 31 December 2020. 2020 2019 2018 $’000 $’000 $’000 Other expense Legal provisions ...... - (5,800) (31,904) Net impairment of goodwill ...... (1,676) - - Impairment of right of use asset ...... (1,740) - - (3,416) (5,800) (31,904)

10. INTEREST INCOME AND FINANCE EXPENSE Finance income is earned on balances held at exchanges, clearing houses, banks and brokers, and on overdrawn client balances. Finance expenses are paid on overdrawn accounts with brokers and exchanges, client and counterparty balances and short-term borrowings. Finance income and expenses are recognised on an amortised cost basis using the effective interest rate (EIR) method.

Borrowing costs Borrowing costs consist of interest and other costs that are incurred in connection with the borrowing of funds and are expensed in the income statement over the period of the borrowing facility as part of the EIR. 2020 2019 2018 $’000 $’000 $’000 Interest income Bank interest income ...... 157 438 732 Interest income on financial instruments ...... 20,303 38,188 6,708 20,460 38,626 7,440

Finance expense Bank interest expense ...... (645) (188) (952) Credit facility interest expense ...... (3,151) (4,537) (3,058) Lease interest expense ...... (1,092) (958) - (4,888) (5,683) (4,010) The finance expense does not include the implied financing cost of the structured notes which is reported through revenues. For the year ended 31 December 2020, this was a cost of $7,045,000 (2019: $3,142,000). For further details on the credit facility, refer to note 23.

11. EARNINGS PER SHARE Basic earnings per share is calculated by dividing the profits attributable to equity holders of Marex Spectron Group Limited by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is calculated by dividing the income attributable to the shareholders of the Group for the year, divided by the average number of ordinary, non-voting ordinary and growth shares. The weighted average number of shares outstanding includes shares held in trust. The only class of shares not included are deferred shares, to which no income can be attributed and therefore diluted earnings per share is not materially different.

121 2020 2019 2018 Profit attributable to equity holders of the group ($’000) ...... 43,823 36,392 10,152 Weighted average number of shares during the year ...... 136,662,046 136,625,654 124,458,989 Basic and diluted earnings per share (cents) ...... 0.32 0.27 0.08

12. TAXATION The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

(a) Tax charge 2020 2019 2018 $’000 $’000 $’000 Current tax UK corporation tax on profit for the year ...... 10,021 7,833 2,716 Foreign corporation tax on profit for the year ...... 1,174 1,606 753 Total UK and Foreign corporation tax ...... 11,195 9,439 3,469

Adjustment in respect of prior years: UK corporation tax ...... (870) 86 (752) Foreign corporation tax ...... (949) (331) (233) Total adjustments in respect of prior years ...... (1,819) (245) (985) 9,376 9,194 2,484 Deferred tax Origination and reversal of temporary differences ...... (223) 744 588 Adjustment in respect of prior years – other ...... 2,008 296 209 1,785 1,040 797 Tax charge for the year ...... 11,161 10,234 3,281

Tax charge relating to items recognised directly in equity Charge / (Credit) for the year ...... 72 (44) 92

(b) Reconciliation between tax charge and profit before tax The tax assessed for the year is higher (2019: higher and 2018: higher) than the standard rate of corporation tax in the UK 19.00% (2019: 19.00% and 2018: 19.00%). Finance Act 2016 enacted a reduction in the UK corporation tax rate to 17% from 1 April 2020. This reduction was reversed legislation that was substantively enacted on the 17 March 2020 and the UK corporation tax rate therefore remained at 19% for the year. Taxation for other jurisdictions is calculated at rates prevailing in the relevant jurisdictions.

122 2020 2019 2018 $’000 $’000 $’000 Profit before tax ...... 54,984 46,626 13,433

Expected tax expense based on the standard rate of corporation tax in the UK of 2020: 19%, 2019: 19%, 2018: 19% ...... 10,447 8,859 2,552 Explained by: Effect of overseas tax rates ...... (1,037) 411 (188) Expenses not deductible for tax purposes ...... 1,624 550 828 Income not subject to tax ...... 36 (10) (12) Tax losses not recognised for deferred tax purposes / utilisation of unrecognised tax losses ...... (182) 292 486 Foreign exchange and other differences ...... 84 80 391 Prior year adjustments ...... 189 52 (776) Tax charge for the year ...... 11,161 10,234 3,281

(c) Amounts recognised in other comprehensive income Amounts directly recognised in the consolidated statement of other comprehensive income relate to fair value through other comprehensive income (FVTOCI) financial assets. The amount recognised in 2020 is a deferred tax charge of $72,000 (2019: deferred tax credit $44,000, 2018: deferred tax charge $92,000). Following the signing of the ‘Tax Cuts and Jobs Act’ on 22 December 2017 there were a significant number of changes in US corporate taxation. Alternative Minimum Tax (“AMT”) was abolished from 1 January 2018 and all tax credits arising from payments of AMT suffered up to 31 December 2017 were longer deemed a deferred tax asset, instead these amounts of $nil (2019: $47,232 (2018: $316,362)) are now recognised as other non-current assets and are eligible for a refund in future years.

13. DIVIDENDS PAID Dividends are recognised through equity when approved by the Marex Spectron Group Limited’s shareholders or on payment whichever is earlier. During 2020 dividends of $18,195,000 were paid to the shareholders. No dividends were paid during 2019 or 2018. Dividends per weighted number of shares amount to $0.13.

14. GOODWILL Goodwill arises on acquisition of subsidiaries and represents the excess of the cost of the acquisition (including the fair value of deferred and contingent consideration) of a business combination, over the share in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair values of assets given, liabilities assumed and equity instruments issued, plus any direct costs of acquisition. Goodwill has an indefinite useful economic life and is measured at cost less any accumulated impairment losses. It is tested for impairment annually and whenever there is an indicator of impairment. Where the carrying value exceeds the higher of the value in use or fair value less cost to sell, an impairment loss is recognised in the income statement.

123 Notes $’000 Cost At 1 January 2018 ...... 150,101 Additions during 2018 ...... - Cost at 31 December 2018 ...... 150,101 At 1 January 2019 ...... 150,101 Additions during 2019 ...... 38,207 Cost at 31 December 2019 ...... 188,308 Additions during 2020 ...... 22,832 Equity investment in Group entity ...... (1,684) Cost at 31 December 2020 ...... 209,456 Accumulated impairment losses ...... (9,133) Impairment of Volatility Performance Fund ...... 19(f) (1,922) Accumulated impairment at 31 December 2020 ...... (11,055) Net book value at 31 December 2020 ...... 198,401 Net book value at 31 December 2019 ...... 179,175 Net book value at 31 December 2018 ...... 140,969 An impairment of goodwill was recorded during the year. The impairment charge was recognised against the Volatility CGU, which represents Volatility Performance Fund S.A. and its trading activities. The projected net revenues for the fund in future periods were lower due to a reduction in the risk profile of the Fund. As a result of lower projected net revenues for the Fund in future years the recoverable amount for the Fund was estimated to be lower than its carrying value. Thus, it was impaired by $1,922,000 to its value in use of $10,652,000.

(a) Goodwill impairment testing For the purpose of impairment testing, goodwill has been allocated to the cash generating units (CGUs) which represent the level at which goodwill is monitored and managed: 2020 2019 2018 $’000 $’000 $’000 Energy...... 129,686 129,686 126,311 Agriculturals ...... 11,416 13,100 11,416 Rosenthal Collins ...... 10,501 10,501 - ProTrader ...... 3,242 3,242 3,242 CSC Commodities ...... 20,647 20,647 - Marex Spectron Europe Limited ...... 1,999 1,999 - Tangent Trading Holdings Limited Group ...... 4,206 - - Volatility Performance Fund S.A...... 10,652 - - X-Change Financial Access, LLC ...... 6,052 - - As at 31 December ...... 198,401 179,175 140,969

The Group performed the annual impairment test as at 31 December 2020, 2019, and 2018. In assessing whether impairment is required, the carrying value of the CGU is compared with the recoverable amount which is determined by fair value less cost of disposal (“FVLCD”).In the event that the FVLCD does not exceed the carrying value, the value in use (“VIU”) is measured and compared with the carrying value of the CGU, and if the VIU is greater than the carrying value no impairment is necessary. An impairment of goodwill was recorded during the year. The impairment charge was recognised against the Volatility CGU, which represents Volatility Performance Fund S.A. and its trading activities. As a result of lower projected net revenues for the Fund in future years the recoverable amount for the Fund was estimated to be lower than its carrying value by $1,922,000 to $10,652,000.

124 (b) Key assumptions • For valuation purposes, we have used the market approach and the income approach for all of our acquisitions. • The fair value less cost of disposal is determined by applying a price earnings multiple to the pre-tax earnings of each CGU arising in the period, after adjusting for exceptional items and for the effect of any organisational changes to the CGU. The price earnings multiples applied are derived from comparable peer multiples. • Comparable peers are those against whom our stakeholders evaluate our performance against, whilst the price earnings multiples are obtained from third party market data providers. The provision of data from third party data sources, such as Bloomberg, would suggest that this data and therefore any valuation conducted using this data would contain only observable market data, however as management applies a level of judgement in the application of this data and in determining the price earnings multiple, this is considered to be level 2 input. • In assessing the VIU, a discounted cash flow model is used, which drives the valuation of the CGUs. The following represents specific assumptions made: . Commission growth: depending on the business that this was being assessed for this was between 0% and 7.5%, based on historic growth or the expectation of growth as part of a larger group. . Total direct costs are expected to grow by 5%; driven by the increase in organic growth of the businesses in prior years. . The stable growth rate for almost all CGUs was expected to be 2%, as the cash flows and growth rates beyond 5 years is difficult to determine and therefore a 2% growth rate has been used to approximate an inflationary increase. . Discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is the cost of equity, which in turn is derived from the expected return on investment by the Group on its investments. For an additional impairment to occur: . Assuming all other inputs remain constant, the discount rate would have to increase by 245 basis points to 12.45%. . Assuming all other inputs constant, the growth rate factored in the terminal value would have to turn into a contraction rate of 1.95%.

15. INTANGIBLE ASSETS

Software The software which is classified as an intangible asset relates specifically to the software which is not essential to the operation of the hardware that is already capitalised on the balance sheet. Typically, this relates to hosted software solutions. This software has finite useful economic life of between 2 to 5 years and is amortised in the consolidated income statement on a straight-line basis over the period of the license. The intangible asset relating to this software is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from the derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in the consolidated income statement when the asset is derecognised.

Trademarks Trademarks are measured initially at purchase cost and as they are treated as if they have an indefinite useful life and as such is tested for impairment at least annually and whenever there is an indication at the end of a reporting period that the asset may be impaired. If any such indications exist, the

125 recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amounts of the cash-generating unit to which the asset belongs.

Customer Relationships and Brands Customer relationships relate to the stable and established customer base which provides a recurring stream of income. Brands represents to the name under which business activity is conducted. Both customer relationships and brands are measured initially at purchase cost and amortised on a straight- line basis over their estimated useful lives of 10 years and 20 years respectively. At each reporting date the Group reviews the carrying amounts to determine whether there is any indication that those assets have suffered an impairment loss. Customer Trademarks Relationships Brands Software Total $’000 $’000 $’000 $’000 $’000 Cost at 1 January 2018 ...... 46 - - 7,033 7,079 Additions ...... - - - 1,565 1,565 Disposals ...... - - - (281) (281) Cost at 31 December 2018 ...... 46 - - 8,317 8,363 Additions through business combinations ...... - 3,915 720 2,588 7,223 Disposals ...... - - - (289) (289) At 31 December 2019 ...... 46 3,915 720 10,616 15,297 Additions ...... - 4,948 - 1,621 6,569 Transfers ...... - - - (2,457) (2,457) At 31 December 2020 ...... 46 8,863 720 9,780 19,409

Impairment provisions and amortisation Customer Trademarks Relationships Brands Software(3) Total $’000 $’000 $’000 $’000 $’000 At 1 January 2018 ...... - - - 6,303 6,303 Charge for the year (note 7) ...... - - - 196 196 At 31 December 2018 - - - 6,499 6,499 Charge for the year (note 7) ...... - 359 33 639 1,031 Disposals ...... - - - (63) (63) At 31 December 2019 ...... - 359 33 7,075 7,467 Charge for the year (note 7) ...... - 359 33 763 1,155 Transfers ...... - - - (284) (284) At 31 December 2020 ...... - 718 66 7,554 8,338

Net book value At 31 December 2020 ...... 46 8,145 654 2,226 11,071 At 31 December 2019 ...... 46 3,556 687 3,541 7,830 At 31 December 2018 ...... 46 - - 1,818 1,864

(3) As per the note above, there has been a change in accounting policy in 2020. The classification of software remaining within Intangible assets relates to software which is not critical to the operation of hardware, already present on the balance sheet.

16. PROPERTY, SOFTWARE AND EQUIPMENT Property, software and equipment includes own used properties, leasehold improvements, information technology hardware, externally purchased and internally generated software, as well as communication and other similar equipment. Property, software and equipment is measured at cost less accumulated depreciation and accumulated impairment losses and is reviewed at each reporting date for indication of impairment. Software development costs are capitalised only when the costs can be measured reliably and it is probable that future economic benefits will arise.

126 Depreciation of property, equipment and software begins when they are available for use (i.e. when they are in the location and condition necessary for them to be capable of operating in the manner intended by management). Depreciation is calculated on a straight-line basis over an asset’s estimated useful life. The estimated useful economic lives of the Group’s property, equipment and software are: Leasehold improvements over the remaining length of the lease or 20% per annum straight-line, where appropriate Furniture, fixtures and fittings 20% to 50% per annum straight-line Computer equipment 20% to 50% per annum straight-line Software 20% to 50% per annum straight-line An item of property, software and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or scrappage of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement.

Software The classification relates to internally generated software (such as Neon) which is only capitalised if it can be demonstrated that it is technically feasible for it to be used; can and will be developed, expected to generate future economic benefits, and the expenditure can be reliably measured. The requirement for recognising this type of software as Property, software and equipment is that it is essential for the operation of the hardware already capitalised as computer equipment on the balance sheet. Amortisation is calculated on a straight-line basis over an estimated economic useful life of 2 to 5 years, representing the period that the Group expects to benefit from using or selling the products developed.

Change in accounting policies and disclosures The continuing growth in the Group’s activities has resulted in a change in the way that the Group classifies its assets on the statement of financial position on a prospective basis. In particular, the intangible assets which relate to the software which are critical to the operation of the computers and are being utilised to run the main operations of the Group have been regrouped and classified within Property, software and equipment above, whereas the software contained within the Intangible asset classification has been clarified as that software which are not essential to the operation of the hardware on the balance sheet. As at 31 December 2020, this has resulted in the transfer of $2.4 million of software assets from Intangibles to Property, software and equipment. Furniture, Leasehold Computer fixtures and improvements equipment Software fittings Total $’000 $’000 $’000 $’000 $’000 Cost At 1 January 2018 ...... 5,751 17,487 - 3,781 27,019 Additions ...... 277 668 - 84 1,029 Disposals ...... (4) (106) - (33) (143) At 31 December 2018 ...... 6,024 18,049 - 3,832 27,905 Additions ...... 569 2,437 - 215 3,221 Disposals ...... (22) (261) - (8) (291) At 31 December 2019 ...... 6,571 20,225 - 4,039 30,835 Additions 669 765 1,781 229 3,444 Disposals ...... - (7) - - (7) Transfers ...... - - 2,457 - 2,457 At 31 December 2020 ...... 7,240 20,983 4,238 4,268 36,729

Depreciation At 1 January 2018 ...... 5,112 15,639 - 3,595 24,346 Charge for the year (note 7) ...... 319 866 - 36 1,221 Disposals ...... (4) (106) - (33) (143) At 31 December 2018 ...... 5,427 16,399 - 3,598 25,424 Charge for the year (note 7) ...... 295 1,177 - 68 1,540

127 Disposals ...... (22) (232) - (4) (258) Transfers ...... (2) (1) - - (3) At 31 December 2019 ...... 5,698 17,343 - 3,662 26,703 Charge for the year (note 7) ...... 273 1,274 679 109 2,335 Disposals ...... - (6) - - (6) Transfers ...... - - 284 - 284 At 31 December 2020 ...... 5,971 18,611 963 3,771 29,316

Net book value At 31 December 2020 ...... 1,269 2,372 3,275 497 7,413 At 31 December 2019 ...... 873 2,882 - 377 4,132 At 31 December 2018 ...... 597 1,650 - 234 2,481

17. INVESTMENTS Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the revaluation reserve. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings. The Group has designated all investments in equity instruments that are not held for trading as at FVTOCI on initial application of IFRS 9.

(a) Investments 2020 2019 2018 $’000 $’000 $’000 Cost At 1 January ...... 8,052 8,029 8,314 Revaluation ...... 420 (249) (285) Additions ...... - 272 - At 31 December ...... 8,472 8,052 8,029

Listed investments ...... 3,416 3,219 2,837 Unlisted investments ...... 5,056 4,833 5,192 8,472 8,052 8,029 Investments comprise shares and seats held in clearing houses which are deemed relevant to the Group’s trading activities and are classified as fair value through other comprehensive income (FVTOCI) financial assets and recorded at fair value with changes in fair value reported in equity. The fair value for these investments is determined based on the latest available traded price.

(b) Group subsidiaries and undertakings The direct subsidiaries of Marex Spectron Group Limited as at 31 December 2020 are as follows: Country of Proportion incorporation/ of Principal place of ownership Name / Registered office business Class interest Nature of business Marex Financial(1) Commodities and 155 Bishopsgate, London, England and Ordinary financial instruments EC2M 3TQ Wales shares 100% broker and clearer Marex Hong Kong Limited 17th Floor, One Island East Taikoo Place 18 Westlands Road Ordinary Futures and options Quarry Bay, Hong Kong Hong Kong shares 100% broking

128 Country of Proportion incorporation/ of Principal place of ownership Name / Registered office business Class interest Nature of business Marex North America LLC 251 Little Falls Drive, Commodities and Wilmington, New Castle, United States of Membership financial instruments Delaware, DE19808 America interest 100% broker and clearer Marex Spectron International Limited(2) 155 Bishopsgate, London, England and Ordinary EC2M 3TQ Wales shares 100% Energy OTC broking Spectron Services Limited 155 Bishopsgate, London, England and Ordinary EC2M 3TQ Wales shares 100% Facilities services CSC Commodities UK Limited(3) 155 Bishopsgate, London, England and Ordinary EC2M 3TQ Wales shares 100% Services company Marex Spectron Europe Limited(4) 10 Earlsfort Terrace, Ordinary Dublin 2, D02 T380 Ireland shares 100% Energy broking Marex Spectron USA, LLC 251 Little Falls Drive, Wilmington, New Castle, United States of Membership Delaware, DE19808 America Interest 100% OTC derivatives Tangent Trading Holdings Limited, 155 Bishopsgate, London, England and Ordinary EC2M 3TQ Wales shares 100% Holding company Volatility Performance Fund S.A., 30 Boulevard Royal, Ordinary L-2449 Luxembourg Luxembourg shares 100% Volatility trading fund BIP AM SAS, 100 avenue de suffren, 75015 Ordinary Asset management Paris, France France shares 100% company Marex North America Holdings Inc 251 Little Falls Drive Wilmington, New Castle United States of Ordinary Delaware, DE19808 America shares 100% Holding company

(1) Marex Financial has a branch (now dormant) in the following country: • France - 19 boulevard Malesherbes 75008 Paris (2) Marex Spectron International Limited operates branches in the following countries: • Canada (Alberta) - Suite 400, 4th Floor, 110-9th Avenue SW, Calgary, Alberta • Canada (Québec) - 1250 boulevard René-Lévesque West, 39th Floor. Montréal, Québec, H3B4W8 • Norway - Fridtjof Nansens Plass 4, 0160 Oslo • United States of America - 360 Madison Avenue, Third Floor, New York 10017 (3) CSC Commodities UK Limited operates branches in the following countries: • United States of America – 80 State Street, Albany, New York, NY12207-2543 • Gibraltar - 28 Irish Town, Gibraltar (4) Marex Spectron Europe Limited operates a branch in the following country: • Germany - Romerstrasse 31, 63486 Bruchköbel, Frankfurt

129 Subsidiaries held indirectly Country of Proportion incorporation/ of Principal place of ownership Name / Registered office business Class interest Nature of business Marex Spectron Limited 17th Floor, One Island East Taikoo Place, 18 Westlands Ordinary Road Quarry Bay, Hong Kong Hong Kong shares 100% Dormant Marex Spectron Pte. Ltd. 8 Marina View, 33-06 Asia Ordinary Tower 1, Singapore, 018960 Singapore shares 100% Dormant Spectron Energy (Asia) Pte Ltd 8 Marina View, 33-06 Asia Ordinary Tower 1, Singapore, 018960 Singapore shares 100% Energy OTC broking Spectron Energy Inc. 251 Little Falls Drive, Wilmington, New Castle, United States of Ordinary Delaware, DE19808 America shares 100% Energy OTC broking Tangent Trading Limited, 155 Bishopsgate, London, England and Ordinary Recycled metals EC2M 3TQ Wales shares 100% trader Carlton Commodities 2004 LLP 155 Bishopsgate, London, England and Partnership Commodity and EC2M 3TQ Wales interest N/A option trading Marex Spectron Asia Pte. Ltd. 8 Marina View, 33-06 Asia Ordinary Tower 1, Singapore, 018960 Singapore shares 100% Freight broking Marex Spectron Inc. 251 Little Falls Drive, Wilmington, New Castle, United States of Ordinary Delaware, DE19808 America shares 100% Dormant Energy Broking Ireland Limited 10 Earlsfort Terrace, Ordinary Dublin 2, D02 T380 Ireland shares 100% Services company Marquee Oil Broking Limited The Old Town Hall 71, Christchurch Road, Ringwood, England and Ordinary In members' BH24 1DH Wales shares 100% voluntary liquidation BIP Trading (UK) Limited The Old Town Hall 71, Christchurch Road, Ringwood, England and Ordinary In members' BH24 1DH Wales shares 100% voluntary liquidation Nanolytics Capital Advisors Limited 2nd Floor Regis House, 45 King William Street, London, England and Ordinary In members' EC4R 9AN Wales shares 100% voluntary liquidation X-Change Financial Access, LLC 440 South LaSalle Street, Suite United States of Ordinary 2900, Chicago, IL 60605 America shares 100% Execution broker All subsidiaries have a financial year end of 31 December with the exception of Carlton Commodities 2004 LLP, Volatility Performance Fund S.A. and BIP AM SAS which have a year- end of 31 March.

Other Related Entities Country of Name incorporation Class Nature of business Intertrust Employee Benefit Trustee Limited, 44 Esplanade Ordinary Trustee of the employee benefit St Helier Jersey, JE4 9WG Jersey shares trust

130 18. INVESTMENT IN ASSOCIATE An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not in control or joint control over those policies. The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The Group’s investment in its associate is accounted for using the equity method. Under the equity method, the investment in an associate or a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate or joint venture since the acquisition date. The statement of profit or loss reflects the Group’s share of the results of operations of the associate. The aggregate of the Group’s share of profit or loss of an associate is recorded within revenue. The financial statements of the associate are prepared for the same reporting period as the Group and when necessary, adjustments are made to bring the accounting policies in line with those of the Group. 2020 $’000 At 1 January ...... - Additions ...... 5,200 Profit recognised in the consolidated income statement ...... 364 At 31 December ...... 5,564 On July 2020 the Group invested $5,200,000 which equated to an 80% interest in Cambridge Machines Gemini Fund Limited, which is involved in operating in the Global futures market, but assesses investment opportunities using Bayesian statistical methods. Cambridge Machines Gemini Fund Limited is incorporated in the Isle of Man and is a private entity that is not listed on any public exchanges. The Group’s interest in Cambridge Machines Gemini Fund Limited is accounted for using the equity method in the consolidated Historical Financial Information. The following table illustrates the summarised financial information of the Group’s investment in the Cambridge Machines Gemini Fund Limited. 2020 Share of net assets $’000 Current assets ...... 8,401 Current liabilities ...... (77) Equity ...... 8,324 Group’s share in equity ...... 66.84% Group’s carrying amount of the investment ...... 5,564

19. BUSINESS COMBINATIONS Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that: • deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively; and • assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non- current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard. Goodwill arises on the acquisition of subsidiaries and represents the excess of the cost of the acquisition (including the fair value of deferred and contingent consideration) of a business combination, over the share in the fair value of identifiable assets, liabilities and contingent liabilities acquired.

131 (a) Acquisition of Rosenthal Collins Group On 1st February 2019, the Group acquired the trade and assets of Rosenthal Collins Group LLC (“RCG”) in exchange for the consideration analysed below. RCG is a member firm of the Chicago Mercantile Exchange and is a regulated Futures Commission Merchant offering trade execution, clearing, brokerage, managed futures and a range of electronic trading services. The Group acquired the RCG business as it provided an extension to the Group’s existing North American business, gaining access to additional clients and client accounts. As a purchase of assets, the Group has elected to measure the assets acquired at fair value at the date of acquisition.

$’000 Cash consideration ...... 80,833 Contingent consideration ...... 3,289 Total consideration ...... 84,122

Recognised amounts of identifiable net assets: Property, software and equipment ...... 653 Cash...... 13,690 Deposits ...... 752,871 Securities ...... 374,687 Amounts due from clearing organisations ...... 95,863 Other assets ...... 1,454 Intangible assets acquired ...... 4,635 Net current liabilities ...... (11,461) Funding creditors ...... (1,158,771) Total identifiable assets and liabilities ...... 73,621 Goodwill ...... 10,501

Consideration paid The acquisition was settled for $80,833,000 in cash consideration plus $3,289,000 of deferred consideration recognised at the acquisition date represents the present value of the Group’s estimate of the cash outflow. As the Federal Reserve dropped the base interest rate in the USA, the deferred consideration was revalued downwards by $1,523,000 to $1,766,000 as at 31 December 2019. Further base interest rate decreases owing to Covid-19 during 2020 resulted in the remaining $1,766,000 being revalued to nil. Both reductions were recognised in the income statement (refer to note 9).

Identifiable net assets At 31 December 2019, the valuation of the RCG brand, direct customer relationships and division customer relationships were $720,000, $1,150,000 and $2,765,000, respectively. These were valued by an independent valuation specialist. These are calculated based on the best estimate of the future cash flows receivable by the Group attributable to each of the assets identified.

Goodwill The goodwill recognised on the acquisition relates to the expected growth, cost synergies and the value of RCG's workforce which cannot be separately recognised as an intangible asset. It has been allocated to the Group’s North American Business unit and is expected to be deductible for tax purposes.

(b) Acquisition of CSC Commodities UK Limited On 18 of January 2019, the Group acquired the entire share capital of CSC Commodities UK Limited (“CSC”). CSC is a London-based oil trading team, specialising in on-exchange commodity derivatives, making markets and trading oil related derivatives across the barrel, from crude oil to fuel oil, distillates and light ends, alongside freight, natural gas and agricultural markets.

132 $’000 Cash consideration ...... 35,934 Total consideration ...... 35,934

Recognised amounts of identifiable net assets: Trade and other receivables ...... 14,397 Deferred tax ...... 1,431 Receivable from HMRC ...... 703 Trade and other liabilities ...... (1,244) Net identifiable assets and liabilities...... 15,287 Goodwill ...... 20,647

Consideration paid The consideration paid was $20,500,000 in relation to the net asset value of the acquired business at the date of acquisition. This amount was subsequently adjusted by a further $15,434,000. The goodwill is not expected to be deductible for tax purposes.

(c) Acquisition of Energy Broking Ireland Limited Marex Spectron acquired 100% of the share capital of Energy Broking Ireland Limited (“EBI”). EBI is a company based in Dublin, Ireland. On 7 February 2019, EBI was acquired by the Group's Irish subsidiary, Marex Spectron Europe Limited (“MSEL”). MSEL is a fully authorised MiFID investment firm and is able to passport these regulatory permissions into all EU member states, mitigating the impact of a potential 'hard' Brexit on the Group.

$’000 Cash consideration ...... 2,000 Total consideration paid ...... 2,000

Recognised amounts of identifiable net assets: Property, software and equipment ...... 6 Trade and other receivables ...... 82 Trade and other payables ...... (87) Net identifiable assets and liabilities...... 1 Goodwill ...... 1,999 The goodwill is not expected to deductible for tax purposes.

Consideration paid The acquisition was settled in cash for €1,750,000 ($2,000,000), translated into US dollars at the rate ruling on the acquisition date.

(d) Acquisition of Marquee Oil Broking Limited In December 2019, Marex Spectron acquired 100% of the share capital of Marquee Oil Broking Limited, a specialist provider of physical fuel oil broking services for a cash consideration of £2,616,000. Marex Spectron’s OTC energy business has a leading share across multiple energy markets, with teams based in London, New York, Houston, Connecticut, Calgary, Oslo and Singapore.

133 $’000 Cash consideration ...... 3,425 Additional earn out consideration ...... 295 Total consideration ...... 3,720 Recognised amounts of identifiable net assets: Property, software and equipment ...... 21 Trade and other receivables ...... 685 Trade and other payables ...... (361) Net identifiable assets and liabilities...... 345 Goodwill ...... 3,375 Additional earn-out consideration relates to the subsequent receipt of uninvoiced deals. The goodwill is not deductible for tax purposes.

(e) Acquisition of Tangent Trading Holding Limited Group On 2 March 2020, the Group acquired the whole share capital of Tangent Trading Holdings Limited, a holding company and its direct subsidiary Tangent Trading Limited (Tangent Trading Holdings Limited Group known as “Tangent”) for the consideration noted below. Tangent is a London-based trader of physical non-ferrous scrap metals, with a specialism in copper. Tangent is a member of the London Metals Exchange and as a trader of physical commodities it offers its customers delivery of physical non-ferrous metals.

$’000 Cash consideration ...... 21,649 Total consideration ...... 21,649

Recognised amounts of identifiable net assets: Property, software and equipment ...... 20 Cash and cash equivalents ...... 15,895 Trade and other receivables ...... 16,697 Trade and other creditors ...... (15,169) Total identifiable assets and liabilities ...... 17,443 Goodwill ...... 4,206

(f) Acquisition of Volatility Performance Fund On 20 March 2020, the Group purchased the whole issued share capital of the Volatility Performance Fund S.A. (the Fund), which is a limited liability company incorporated in Luxembourg which covers alternative investment activities. Its strategy is to take advantage of discrepancies in the volatility curve by trading listed derivatives products following a technical volatility arbitrage. The Fund’s activities cover all of the main European markets and its assets consist of equity and commodity linked products. The deferred consideration represents €2,000,000 ($2,443,000) payable by the Group to the previous owners contingent upon the performance of the Fund.

$’000 Cash consideration ...... - Deferred contingent consideration ...... 2,443 Total consideration ...... 2,443

Recognised amounts of identifiable net assets: Trade and other payables ...... (16,425) Trade and other receivables ...... 6,294 Total identifiable assets and liabilities ...... (10,131) Goodwill ...... 12,574 Impairment ...... (1,922) Reported Goodwill ...... 10,652

134 Goodwill At the date of acquisition, the Fund’s net liquidation value was negative owing to the prevailing stressed market conditions for equities. As at 31 December 2020, the recoverable amount for the Fund was based on the higher of VIU and FVLCD, and in particular VIU. As a result of lower projected net revenues for the Fund in future years the recoverable amount for the Fund was estimated to be lower than its carrying value by $1,922,000.

(g) Acquisition of BIP AM SAS BIP AM SAS (“the asset manager”) directly manages all of the operations of the Fund. The senior management of the fund are employed by the asset manager. The Group acquired all of the shares of asset manager on August 18, 2020.

$’000 Cash consideration ...... - Total consideration ...... -

Recognised amounts of identifiable net assets: Property, software and equipment ...... 83 Cash and cash equivalents ...... 263 Prepaid expenses ...... 7,340 Trade and other payables ...... (6,294) Other payables ...... (1,146) Total identifiable assets and liabilities ...... 246 Gain on bargain purchase ...... (246)

Goodwill Owing to the acquisition of the Fund and asset manager being for a consideration of €1, the fact that the asset manager had net assets, mainly resulting from the intercompany management fees from the Fund. The gain on bargain purchase was recorded in the income statement and was offset against the impairment of goodwill of the Fund.

(h) Acquisition of X-Change Financial Access, LLC The Group acquired 100% of the share capital of X-Change Financial Access, LLC (“XFA”) a company based on Chicago on 13th November 2020. XFA is an agency trade execution services firm, for exchange traded derivatives in particular US equity and volatility options. XFA was acquired by the Group’s US Holding subsidiary, Marex North America Holdings Inc.

$’000 Cash consideration ...... 21,760 Total consideration ...... 21,760

Recognised amounts of identifiable net assets: Cash and cash equivalents ...... 8,533 Trade and other receivables ...... 10,502 Trade and other payables ...... (8,275) Intangible assets acquired ...... 4,948 Total identifiable assets and liabilities ...... 15,708 Goodwill ...... 6,052

Identifiable net assets At 31 December 2020, the valuation of the customer relationships of XFA was $4,948,000. These were valued by an independent valuation specialist. These are calculated based on the best estimate of the future cash flows receivable by the Group attributable to each of the assets identified.

135 Goodwill The goodwill recognised on the acquisition relates to the expected growth, and the value of XFA's workforce which cannot be separately recognised as an intangible asset.

20. FINANCIAL INSTRUMENTS PLEDGED AND UNPLEDGED

(a) Pledged as collateral Financial instruments pledged as collateral comprise of US Treasuries which will fully mature by 30 September 2022. At year end, the Group has pledged $1,550,076,306 (2019: $1,055,976,996 and 2018: $172,879,361) US Treasuries to counterparties as collateral for financing transactions. Financial instruments which have been pledged in this way are held under certain terms and conditions set out in specific agreements with each counterparty. In these agreements it is generally stated that whilst the US Treasury is pledged at the counterparty the Group cannot: • sell or transfer the financial instrument; • dispose of the financial instrument; or • have any third-party rights associated with the financial instrument whereby it can be used as security towards any further financing activities.

(b) Unpledged Unpledged financial instruments comprise of $88,790,652 (2019: $37,914,731 and 2018: $53,524,002) US Treasuries which will fully mature by 31 December 2026.

21. INVENTORY The inventories are attributable to metals trading activity and is valued at fair value less cost to sell. 2020 2019 2018 $’000 $’000 $’000 Scrap metals ...... 8,774 - - Total inventories at fair value less cost to sell ...... 8,774 - -

22. TRADE AND OTHER RECEIVABLES 2020 2019 2018 $’000 $’000 $’000 Amounts due from exchanges, clearing houses and other counterparties ...... 1,100,134 764,035 708,722 Trade debtors ...... 46,988 26,652 21,759 Default funds and deposits ...... 102,313 99,012 65,993 Loans receivable ...... 17,644 713 669 Other tax and social security taxes ...... 4,611 1,681 1,982 Other debtors ...... 37,360 19,456 13,923 Prepayments ...... 11,446 9,045 6,963 1,320,496 920,594 820,011 Included in the amounts due from exchanges, clearing houses and other counterparties are segregated balances of $666,173,141 (2019: $378,665,920, and 2018: $467,627,742) and non-segregated balances of $433,960,689 (2019: $385,369,440 and 2018: $241,094,502). Trade receivables disclosed above are measured at amortised cost with the exception of amounts due from exchanges, clearing houses and other counterparties of $133,636,002 (2019: $311,461,455 and 2018: $263,950,430) which are classified as fair value through profit or loss. Included in other debtors is $9,018,058 (2019: $14,161,965 and 2018: $6,776,677) which is due in more than one year, relating to sign-on bonuses which are awarded to employees and amortised over the term of the contract. Trade receivables are assessed on an individual basis for impairment, with a provision of $6,589,000 (2019: $2,040,000 and 2018: $2,791,000) recognised for the Group’s entire exposure on the impaired

136 trade receivable. The provision is inclusive of specific provisions and amounts recognised under expected credit losses. The directors consider that the carrying amount of trade and other receivables is not materially different to their fair value.

(a) Ageing of past due, but not impaired receivables 2020 2019 2018 $’000 $’000 $’000 Less than 30 days ...... 36,159 16,386 5,624 31 to 60 days ...... 4,681 2,283 2,484 61 to 90 days ...... 1,639 2,028 1,333 91 to 120 days ...... 1,239 1,206 780 More than 120 days ...... 3,270 4,749 2,150 46,988 26,652 12,371

(b) Reconciliation of the movement in provisions for doubtful debts 2020 Provision for Specific Provision Provision lifetime provision for 12 for ECL for months lifetime credit lifetime ECL ECL impaired ECL Total Group $’000 $’000 $’000 $’000 $’000 At 1 January ...... - - - 2,040 2,040 Charged to the consolidated income statement (note 7) ...... - - - 4,564 4,564 Foreign exchange revaluation ...... - - - (15) (15) At 31 December ...... - - - 6,589 6,589

2019 Provision for Specific Provision Provision lifetime provision for 12 for ECL for months lifetime credit lifetime ECL ECL impaired ECL Total Group $’000 $’000 $’000 $’000 $’000 At 1 January ...... - - - 2,791 2,791 Bad debts written off ...... - - - (1,567) (1,567) Charged to the consolidated income statement (note 7) ...... - - - 811 811 Foreign exchange revaluation ...... - - - 5 5 At 31 December ...... - - - 2,040 2,040

2018 Provision for Specific Provision Provision lifetime provision for 12 for ECL for months lifetime credit lifetime ECL ECL impaired ECL Total Group $’000 $’000 $’000 $’000 $’000 At 1 January ...... - - - 1,265 1,265 Bad debts written off ...... - - - (51) (51) Charged to the consolidated income statement (note 7) ...... - - - 1,573 1,573 Foreign exchange revaluation ...... - - - 4 4 At 31 December ...... - - - 2,791 2,791

137 23. SHORT-TERM BORROWINGS 2020 2019 2018 $’000 $’000 $’000 Borrowings at amortised cost ...... Secured revolving credit facility ...... - - - Secured receivables finance facility ...... - - 4 Repurchase Agreements ...... 139,969 - - 139,969 - 4 The Group has a committed revolving credit facility of up to $165,000,000 (2019: $165,000,000 and 2018: $125,000,000) with a renewal date of 29 June 2021. This facility was renewed on 31 March 2021 and refer to note 37. As at 31 December 2020, the facility was unutilised (2019: $nil and 2018: $nil). The credit agreement contains certain financial and other covenants. Interest on the amount utilised is calculated at a floating rate consisting of currency LIBOR plus a spread of 190 basis points. Interest on the unutilised portion is charged at a fixed percentage rate of 76 basis points. For the repurchase agreements, the collateral provided to the lenders is recorded as other debtors and totals $142,305,000. The Group had a committed receivables finance facility with a maximum amount available of $10,000,000. The facility with the lending bank matured on 13 February 2019 due to the bank’s ring-fencing requirements. The amount available under this facility was capped at an amount secured by a floating charge over certain of the Group’s trade receivables. As at 31 December 2018, these receivables had a carrying value of $9,764,339 and $3,626 of the facility has been utilised.

24. DERIVATIVE INSTRUMENTS Derivative assets and derivative liabilities comprise of over-the-counter foreign exchange, precious metal, agricultural and energy contracts. 2020 2019 2018 Financial assets $’000 $’000 $’000 Held for trading derivatives carried at fair value through profit or loss that are not designated in hedge accounting relationships: Agricultural forward contracts ...... 94,916 49,338 2,789 Agricultural option contracts ...... 37,498 12,985 5,200 Energy forward contracts ...... 6,067 4,259 4,475 Energy options contracts ...... 4,326 715 5,337 Foreign currency forward contracts ...... 28,898 16,592 5,671 Foreign currency option contracts ...... 3,626 624 2 Precious metal forward contracts ...... 4,336 4,953 5,431 Precious metal option contracts ...... 582 961 25 Credit forwards ...... 796 74 - Equity options ...... 12,277 991 - Emissions forwards ...... - 228 - Equity forward ...... 3,816 - - Equity CFD ...... 683 - - Held for trading derivatives that are designated in hedge accounting relationships: Foreign currency forward contracts ...... 1,837 213 - At 31 December ...... 199,658 91,933 28,930

2020 2019 2018 Financial liabilities $’000 $’000 $’000 Held for trading derivatives carried at fair value through profit or loss that are not designated in hedge accounting relationships: Agricultural forward contracts ...... 95,926 40,624 1,846 Agricultural option contracts ...... 12,526 9,258 916 Energy forward contracts ...... 3,917 1,744 3,559

138 Energy options contracts ...... 511 16 2,024 Foreign currency forward contracts ...... 26,783 10,160 8,177 Foreign currency option contracts ...... 2,567 696 19 Precious metal forward contracts ...... 18,303 12,012 14,610 Precious metal options contracts ...... 285 121 53 Credit forwards ...... 1,992 28 - Interest rate forward contracts ...... 97 22 - Interest rate options ...... - - 16,888 Equity option contracts ...... 57,114 2,319 - Equity forward ...... 15,576 Equity contracts for difference ...... 834 - - Held for trading derivatives that are designated in hedge accounting relationships: - - - Foreign currency forward contracts ...... - - 672 At 31 December ...... 236,431 77,000 48,764

25. DEFERRED TAX Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the Historical Financial Information statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. 2020 2019 2018 $’000 $’000 $’000 Revaluation of investments ...... (578) (507) (550) Depreciation in excess of capital allowances ...... (45) 963 1,069 Tax losses ...... 1,714 1,966 1,901 Leases ...... 269 193 - Goodwill ...... (1,103) - - Prepayments and other ...... (697) (1,246) (1,498)

139 At 31 December ...... (440) 1,369 922

2020 2019 2018 $’000 $’000 $’000 At 1 January ...... 1,369 922 1,627 Charged to the income statement (note 10(a)) ...... (1,785) (1,040) (797) Recognised on acquisition ...... 48 1,443 - Credited to other comprehensive income ...... (72) 44 92 At 31 December ...... (440) 1,369 922 Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. Deferred tax balances have been calculated at the effective tax rate ruling at the balance sheet date, which for the purposes of the 2020 financial statements was 19% (2019: 17%). In March 2021, the Chancellor announced the UK Government’s intention to increase the UK corporation tax rate to 25% from 1 April 2023. This has not been substantively enacted at this time and the effect of this has not been reflected in the financial statements. Overseas deferred tax assets and liabilities are recognised at the relevant jurisdictions ruling tax rate to the extent the group will receive future benefit from them.

Unrecognised deferred tax assets The Group has unrecognised deferred tax assets in respect of: • employee compensation deductions of $4,923,437 (2019: $4,775,469 and 2018: $4,594,000). The potential deferred tax asset at 19% is $935,453 (2019: $881,830 and 2018: $781,045). These assets have not been recognised as it is not foreseeable when a tax deduction will arise; and • tax losses of $11,920,000 (2019: $13,670,000 and 2018: 12,410,000) relate to losses with no expiry date. Losses of $30,000 (2019: $1,080,000 and 2018: $130,000) are subject to approval by the relevant tax authorities. These assets are not recognised on the basis of insufficient evidence concerning profits being available against which deferred tax assets could be utilised.

26. TRADE AND OTHER PAYABLES 2020 2019 2018 $’000 $’000 $’000 Amounts due to exchanges, clearing houses and other counterparties ...... 2,409,601 1,770,416 858,429 Other tax and social security taxes ...... 3,348 2,402 1,760 Other creditors ...... 10,156 3,040 1,555 Accruals ...... 119,025 81,758 69,027 Deferred income...... 506 868 606 2,542,636 1,858,484 931,377 Included in the amounts due to exchanges, clearing houses and other counterparties are segregated balances of $1,970,721,929 (2019: $1,294,169,691 and 2018: $516,027,515) and non-segregated balances of $438,879,071 (2019: $476,246,309 and 2018: $342,401,485). The directors consider that the carrying amount of trade and other payables is not materially different to their fair value.

27. PROVISIONS Onerous Leasehold lease Legal dilapidations provisions Total $’000 $’000 $’000 $’000 At 1 January 2020...... - 285 788 1,073 Movement in the year: Arising during the year (note 6) ...... - - - - Utilised during the year ...... - - (788) (788) Foreign exchange valuation ...... - 13 - 13 - 13 (788) (775)

140 At 31 December 2020 ...... - 298 - 298

Onerous Leasehold lease Legal dilapidations provisions Total $’000 $’000 $’000 $’000 At 1 January 2019...... 31,904 274 - 32,178 Movement in the year: Arising during the year (note 9) ...... 5,800 - 788 6,588 Utilised during the year ...... (37,704) - - (37,704) Foreign exchange valuation ...... - 11 - 11 (31,904) 11 788 (31,105) At 31 December 2019 ...... - 285 788 1,073

Onerous Leasehold lease Legal dilapidations provisions Total $’000 $’000 $’000 $’000

At 1 January 2018...... - 289 - 289 Movement in the year: Arising during the year (note 9) ...... 31,904 - - 31,904 Foreign exchange valuation ...... - (15) - (15) 31,904 (15) - 31,889 At 31 December 2018 ...... 31,904 274 - 32,178

(a) Legal During 2019 the ongoing warehouse receipts litigation between Marex Financial (“MF”), Natixis S.A. (“Natixis”) and Access World Logistics (Singapore) Pte Ltd (“Access World”) was concluded. This litigation related to MF brokering five spot purchase contracts of 16 nickel warehouse receipts on behalf of a customer with Natixis providing financing. Prior to the transactions, MF had engaged the relevant warehouse company, Access World, to independently inspect and authenticate the warehouse receipts. It was subsequently discovered by Access World that the warehouse receipts were not genuine. Natixis claimed $32.1 million from MF in respect of their breach of contract claim and Marex joined Access World to the proceedings. During 2019, a further legal provision was recorded to reflect the final settlement of the litigation including interest, insurance and legal fees. The judgment was handed down on 2 October 2019. Natixis succeeded in their claim against MF for $32 million. Access World was held to have been negligent in carrying out its duties owed to MF and ordered to pay MF €1.3 million plus $45,000 in damages. Based on advice from legal counsel, MF did not appeal the judgment to the Court of Appeal. The $5.8 million legal provision recorded during 2019 relates to the final settlement of the warehouse receipts litigation including interest, insurance and legal fees.

(b) Leasehold dilapidations Leasehold dilapidations relate to the estimated cost of returning a leasehold property to its original state at the end of the lease in accordance with the lease terms. The main uncertainty relates to estimating the cost that will be incurred at the end of the lease. The lease agreement terminates on 22 March 2027.

(c) Onerous lease The onerous lease provision relates to the estimated lease costs on a property in Chicago that is no longer occupied and as at 31 December 2020 relates to a lease which is no longer a part of the Group due to the relocation of staff to a new office.

141 28. CONTINGENT LIABILITIES From time to time the Group’s subsidiaries are engaged in litigation in relation to a variety of matters, and it is required to provide information to regulators and other government agencies as part of informal and formal enquiries or market reviews. The Group's reputation may also be damaged by any involvement or the involvement of any of its employees or former employees in any regulatory investigation and by any allegations or findings, even where the associated fine or penalty is not material. As outlined above in respect of legal matters or disputes for which a provision has not been made, notwithstanding the uncertainties that are inherent in the outcome of such matters, there are no individual matters which are considered to pose a significant risk of material adverse financial impact on the Group's results or net assets.

29. SHARE CAPITAL Issued and fully paid Issued and fully paid Issued and fully paid 2020 2020 2019 2019 2018 2018 Number $’000 Number $’000 Number $’000 Ordinary shares of $0.000165 each ...... 106,491,588 18 106,491,588 18 106,491,588 18 Non-voting ordinary shares of $0.000165 each ...... 3,986,376 1 3,986,376 1 3,986,376 1 Deferred shares of $1.65 each ...... 106,798,538 176,217 106,798,427 176,217 106,798,427 176,217 Growth shares of $0.000165 each ...... 27,297,003 4 26,181,025 4 13,981,025 2 244,573,505 176,240 243,457,416 176,240 231,257,416 176,238 14.1 million of the growth shares are currently held by Intertrust Employee Benefit Trustee Limited. Non-voting Ordinary ordinary Deferred Growth shares shares shares shares Total Number Number Number Number Number At 1 January 2020 ...... 106,491,588 3,986,376 106,798,427 26,181,025 244,457,416 At 31 December 2020 ...... 106,491,588 3,986,376 106,798,538 27,297,003 244,573,505 The rights of the shares are as follows:

Class of share Rights

Ordinary shares Full voting rights and right to participate in ordinary dividends ranking pari passu with non-voting ordinary shares. In the event of a winding up, entitled to a return of capital ranking pari passu with non-voting ordinary shares and no right of redemption.

Non-voting ordinary shares As per ordinary shares, other than having no voting rights.

Deferred shares No voting rights, no right to participate in dividends or distributions and no right to redemption. On a return of capital on a winding up or otherwise, the assets of the Company available for distribution to its members shall be applied in paying a sum equal to £1 to the holders of the Deferred Shares pro-rata according to the number of Deferred Shares held by them (rounded to the nearest £0.01, but such that the total paid in aggregate to all the holders shall in no event exceed £1).

Growth shares The Group issued growth shares to 21 individuals historically, and in 2019 and 2020 additional growth shares were issued to a nominee who holds the shares on bare trust for 22 individuals. The growth shares entitle the holders thereof to a share of the proceeds from a liquidity event, such as an Initial Public offering or a sale, if the proceeds exceed some specific level thereby diluting existing ordinary shareholders.

142 The holders of growth shares have no voting rights, no rights to participate in dividends, no entitlements to participate in winding up and cannot impact the timing of a liquidity event. The growth shares issued in 2010, 2012 and 2015 vested over 3 to 5 years, although remain subject to ‘bad leaver’ provisions. The 2016, 2019 and 2020 growth shares will only vest on a liquidity event. The growth shares do not expire and may be redeemed prior to a liquidity event, or converted into non- voting ordinary shares, whereby the Company issues the growth share holder a number of non-voting ordinary shares equal in value to the redemption price. The directors’ view is that it is currently probable the growth shares will be converted into non-voting shares and, therefore, they are treated as equity- settled share-based payments.

30. RESERVES The following describes the nature and purpose of each reserve within total equity:

Reserves Description

Share capital Amount subscribed for share capital at nominal value.

Share premium Amount of consideration received over and above the par value of shares.

Retained earnings Cumulative net gains and losses recognised in the consolidated income statement or statement of other comprehensive income.

Revaluation reserve Cumulative unrealised gains on investments in exchanges that are held as FVTOCI and recognised in equity.

Cash flow hedge reserve Cumulative unrealised gains and losses on hedging instruments deemed effective cash flow hedges.

Other reserves Foreign currency translation reserve.

31. LEASE COMMITMENTS

Pre 1 January 2019 (IAS 17) Rentals payable under operating leases were charged to the income statement on a straight-line basis over the term of the relevant lease except where another more systematic basis was more representative of the time pattern in which economic benefits from the lease asset were consumed. In the event when lease incentives were received to enter into operating leases, such incentives were recognised as a liability. The aggregate benefit of incentives was recognised as a reduction of rental expense on a straight-line basis over the lease term, except where another systematic basis was more representative of the time pattern in which economic benefits from the leased asset were consumed. The Group entered into commercial leases on its properties. The lessee has the options of renewal on each of these leases subject to negotiation between the Group, as lessee, and each landlord in the period preceding the expiration of each lease. There were no restrictions placed upon the lessee by entering into these leases. The total future minimum lease payments (including service charges) are due as follows: 2018 $’000 Within one year ...... 5,318 In the second to fifth years inclusive ...... 20,204 After five years ...... 6,777 At 31 December ...... 32,299 The total sublease receipts included in the income statement during the year is $1,155,831.

143 The total future minimum sublease receipts were due as follows: 2018 $’000 Within one year ...... 433 In the second to fifth years inclusive ...... 723 At 31 December ...... 1,156

32. LEASES

Post 1 January 2019 (IFRS 16)

The Group as lessee The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (assets including, but not limited to, tablets and personal computers, small items of office furniture and telephones). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: • Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable; The lease liability is presented as a separate line in the consolidated statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right- of-use asset) whenever: • The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. • The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). • A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. The right-of-use assets are presented as a separate line in the consolidated statement of financial position. The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property, Software and Equipment’ policy. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in

144 which the event or condition that triggers those payments occurs and are included in the line “Other operating expenses” in profit or loss. As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components and instead account for any lease and associated non-lease components as a single arrangement. The Group has not used this practical expedient. For contracts that contain a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

The Group as lessor Leases for which the Group is a lessor are classified as operating leases. When the Group is an intermediate lessor, it accounts for the head lease and the sub-lease as two separate contracts. The sub-lease is classified as an operating lease by reference to the right-of-use asset arising from the head lease. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. 2020 2019 Right of use assets: $’000 $’000 As at 1 January...... 23,577 12,534 Additions during the year ...... 808 17,424 Release of IAS 17 lease liability ...... - (679) Adjustment to initial recognition of right of use asset ...... 84 - Depreciation charged to income statement ...... (6,473) (5,702) Impairment of right of use asset ...... (1,740) - As at 31 December ...... 16,256 23,577

2020 2019 Lease liabilities: $’000 $’000 As at 1 January...... 27,635 14,166 Additions during the year ...... 808 17,424 Interest expense charged to income statement ...... 1,092 958 Payment of lease liabilities ...... (5,446) (6,437) Foreign exchange revaluation ...... 388 653 Lease incentive ...... (87) 871 As at 31 December ...... 24,390 27,635 The difference of $1,657,667 between the right of use asset and lease liability on 1 January 2019 has been recognised as an adjustment against retained earnings. Other operating lease expenses including service charges, utilities, property insurance and maintenance amounted to $4,956,074 (2019: $5,650,635) during 2020. Due to the adoption of IFRS16, there is no comparable amount for 2018. Operating lease expenses for short term leases amounted to $98,735 (2019: $33,635). Due to the adoption of IFRS16, there is no comparable amount for 2018. The weighted average incremental borrowing rate applied to lease liabilities recognised in the statement of financial position at 31 December 2020 is 4.4% (2019: 4.8%).

33. FINANCIAL INSTRUMENTS

(a) Capital risk management For the purpose of the Group’s capital management, capital includes issued share capital, share premium and all other equity reserves attributable to the equity holders of the parent as disclosed in notes 26 and 27. The primary objective of the Group’s capital management is to maximise shareholder value. In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial

145 covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowings in the current year. Many of the Group’s material operating subsidiaries are subject to regulatory restrictions and minimum capital requirements. Each of these subsidiaries had net capital in excess of the requisite minimum requirements for relevant periods. These requirements are designed to ensure institutions have an adequate capital base to support the nature and scale of their operations. Management of regulatory capital forms an important part of the Group’s risk governance structure. A robust programme of regular monitoring and review takes place to ensure each regulated entity is in adherence to local rules and has capital in excess of external and internal limits. Regular submissions are made and constantly maintained with internal limits assessed against the Group’s risk appetite, as determined by the Board. No changes were made in objectives, policies or processes for managing capital during the year.

(b) Debt securities Debt securities are the Group’s issued debt instruments which contain hybrid financial instruments. Hybrid financial instruments are composed of debt components and embedded derivatives. In accordance with IFRS 9, financial liabilities may be designated at fair value, with gains and losses taken in the income statement within revenue (note 5). Debt securities are structured notes issued by the Group’s subsidiary Marex Financial that offer investors returns that are linked to the performance of a variety of asset classes. The market risk associated with these instruments is economically hedged through futures, options and equity instruments in the underlying products. The costs and revenues resulting from the implicit interest costs and the derivative elements within this portfolio are all recognised in Revenue.

(c) Equity instruments Equity instruments relate to equities purchased to offset the economic exposure arising from the non-host derivative component of the Group’s issued debt securities.

(d) Categories of financial instruments Set out below is an analysis of the Group’s categories of financial assets as at 31 December. Amortised FVTPL FVTOCI cost Total Financial assets: $’000 $’000 $’000 $’000 Equity instruments ...... 52,055 - - 52,055 Cash and cash equivalents ...... - - 291,546 291,546 Financial instruments ...... 2,313 1,305,334 331,220 1,638,867 Amounts due from exchanges, clearing houses and other counterparties ...... 133,636 - 966,498 1,100,134

Trade debtors ...... - - 46,988 46,988 Default funds and deposits ...... - - 102,313 102,313 Loans receivable ...... - - 17,644 17,644 Other debtors ...... - - 18,726 18,726 Investments ...... - 8,472 - 8,472 Derivative instruments ...... 197,821 1,837 - 199,658 31 December 2020 ...... 385,825 1,315,643 1,774,935 3,476,403

146 Amortised FVTPL FVTOCI cost Total $’000 $’000 $’000 $’000 Financial assets: Equity instruments ...... 29,629 - - 29,629 Cash and cash equivalents - - 217,501 217,501 Financial instruments ...... - 917,164 176,727 1,093,891 Amounts due from exchanges, clearing houses and other counterparties ...... 311,461 - 452,574 764,035 Trade debtors ...... - - 26,652 26,652 Default funds and deposits ...... - - 99,012 99,012 Loans receivable ...... - - 713 713 Other debtors ...... - - 3,192 3,192 Investments ...... - 8,052 - 8,052 Derivative instruments ...... 91,933 - - 91,933 31 December 2019 ...... 433,023 925,216 976,371 2,334,610

Amortised FVTPL FVTOCI cost Total $’000 $’000 $’000 $’000 Financial assets: Cash and cash equivalents ...... - - 160,728 160,728 Financial instruments ...... - 50,078 176,326 226,404 Amounts due from exchanges, clearing houses and other counterparties ...... 263,950 - 444,772 708,722 Trade debtors ...... - - 21,759 21,759 Default funds and deposits ...... - - 65,993 65,993 Loans receivable ...... - - 669 669 Other debtors ...... - - 2,093 2,093 Investments – FVTOCI ...... - 8,029 - 8,029 Derivative instruments ...... 28,930 - - 28,930 31 December 2018 ...... 292,880 58,107 872,340 1,223,327

Amortised FVTPL cost Total Financial liabilities: $’000 $’000 $’000 Amounts due to exchanges, clearing houses and other counterparties ...... - 2,409,601 2,409,601 Derivative instruments ...... 236,431 - 236,431 Other creditors ...... - 7,714 7,714 Contingent consideration ...... 2,443 - 2,443 Repurchase agreements ...... - 139,969 139,969 Accruals ...... - 119,025 119,025 Deferred income ...... - 506 506 Lease liability ...... - 24,390 24,390 Debt securities ...... 376,757 - 376,757 31 December 2020 ...... 615,631 2,701,205 3,316,836

147 Amortised FVTPL cost Total Financial liabilities: $’000 $’000 $’000 Amounts due to exchanges, clearing houses and other counterparties ...... - 1,770,416 1,770,416 Derivative instruments ...... 77,000 - 77,000 Other creditors ...... - 1,274 1,274 Contingent consideration ...... 1,766 - 1,766 Accruals ...... - 81,758 81,758 Deferred income ...... - 868 868 Lease liability ...... - 27,635 27,635 Debt securities ...... 196,199 - 196,199 31 December 2019 ...... 274,965 1,881,951 2,156,916

Amortised FVTPL cost Total Financial liabilities: $’000 $’000 $’000 Amounts due to exchanges, clearing houses and other counterparties ...... - 858,429 858,429 Derivative instruments ...... 48,764 - 48,764 Other creditors ...... - 1,555 1,555 Accruals ...... - 69,027 69,027 Deferred income ...... - 606 606 Short-term borrowings ...... - 4 4 31 December 2018 ...... 48,764 929,621 978,385

(e) Financial instruments subject to offsetting, enforceable master netting arrangements and similar agreements Amounts due from exchanges, clearing houses and other counterparties are presented on a net basis in the balance sheet. As a member of the London Metals Exchange (“LME”), the Group is subject to the settlement and margining rules of LME Clear. The majority of products transacted by the Group are LME forward contracts. In accordance with the LME Clear rules, the Group is able to utilise forward profits to satisfy daily margin requirements and are set off against loss- making contracts. LME forwards that are in-the-money do not settle in cash until maturity (‘prompt’) date, while the firm is required to post margin to cover loss-making contracts daily. The effect of offsetting is disclosed below: Non-cash Cash Net collateral collateral Gross Amounts amount rec’d / rec’d / Net amount set-off presented (pledged) (pledged) amount 31 December 2020 $’000 $’000 $’000 $’000 $’000 $’000 Financial assets Amounts due from exchanges, clearing houses and other counterparties ...... 1,952,869 (852,735) 1,100,134 - - 1,100,134

Financial liabilities Amounts due to exchanges, clearing houses and other counterparties ...... 3,262,336 (852,735) 2,409,601 (102,432) - 2,307,169

148 Non-cash Cash Net collateral collateral Gross Amounts amount rec’d / rec’d / Net amount set-off presented (pledged) (pledged) amount 31 December 2019 $’000 $’000 $’000 $’000 $’000 $’000 Financial assets Amounts due from exchanges, clearing houses and other counterparties ...... 1,295,275 (531,240) 764,035 - - 764,035

Financial liabilities Amounts due to exchanges, clearing houses and other counterparties ...... 2,301,656 (531,240) 1,770,416 (138,813) - 1,631,603

Non-cash Cash Net collateral collateral Gross Amounts amount received / received / Net amount set-off presented (pledged) (pledged) amount 31 December 2018 $’000 $’000 $’000 $’000 $’000 $’000 Financial assets Amounts due from exchanges, clearing houses and other counterparties ...... 1,147,121 (438,399) 708,722 - - 708,722

Financial liabilities Amounts due to exchanges, clearing houses and other counterparties ...... 1,296,828 (438,399) 858,429 (122,802) - 735,627

(f) Financial risk management objectives The Group’s activities expose it to a number of financial risks including market risk, credit risk and liquidity risk. The Group manages these risks through various control mechanisms and its approach to risk management is both prudent and evolving. Overall responsibility for risk management rests with the Board. Dedicated resources within the Risk Department control and manage the exposures of the Group’s own positions, the positions of its clients and its exposures to its counterparties, within the risk appetite set by the Board.

Credit risk The maximum credit risk exposure relating to financial assets is represented by the carrying value as at the reporting date. Credit risk in the Group principally arises from cash and cash equivalents deposited with third party institutions, exposures from transactions and balances with exchanges and clearing houses, and exposures resulting from transactions and balances relating to customers and counterparties, some of which have been granted credit lines. The Group only makes treasury deposits with banks and financial institutions that have received approval from the Group’s Executive Credit and Risk Committee. These deposits are also subject to counterparty limits with respect to concentration and maturity. The Group’s exposure to customer and counterparty transactions and balances is managed through the Group’s credit policies and, where appropriate, the use of initial and variation margin credit limits in conjunction with overall position limits for all customers and counterparties. These exposures are monitored both intraday and overnight. The limits are set by the Group’s Executive Credit and Risk Committee through a formalised process.

Credit quality The table below does not take into account collateral held.

149 2020 2019 2018 $’000 $’000 $’000 AA and above ...... 1,988,100 1,485,899 362,746 AA- ...... 265,845 126,616 56,777 A+ ...... 114,999 128,915 53,298 A ...... 28,956 36,731 183,530 A- ...... 188,584 48,185 23,867 BBB+ ...... 398,341 5,017 823 Lower and unrated ...... 491,578 503,247 542,286 3,476,403 2,334,610 1,223,327

2020 2019 2018 Financial assets $’000 $’000 $’000 Investments ...... 8,472 8,052 8,029 Financial instruments ...... 1,638,867 1,093,891 226,404 Derivative assets ...... 199,658 91,933 28,930 Equity instruments ...... 52,055 29,629 - Amounts due from exchanges, clearing houses and other counterparties ...... 1,100,134 764,035 708,722 Trade debtors ...... 46,988 26,652 21,759 Default funds and deposits ...... 102,313 99,012 65,993 Loans receivable ...... 17,644 713 669 Other debtors ...... 18,726 3,192 2,093 Cash and cash equivalents ...... 291,546 217,501 160,728 3,476,403 2,334,610 1,223,327 The Group has received collateral in respect of its derivative assets during the year ended 31 December 2020 amounting to $31,436,945 (2019: $36,163,348 and 2018: $25,756,365). Collateral was recognised in amounts due to exchanges, clearing houses and other counterparties.

Market risk The Group’s activities expose it to financial risks primarily generated through foreign exchange, interest rate and commodity market price exposures which are outlined in the strategic report.

Market risk sensitivity As principally an intermediary (excluding Marex Solutions), the Group’s market risk exposure is modest. It manages this market risk exposure using appropriate risk management techniques within pre-defined and independently monitored parameters and limits. The Group uses a range of tools to monitor and limit market risk exposures. These include Value-at-Risk (“VaR”), sensitivity analysis and stress testing.

Value at risk (VaR) VaR is a technique that estimates the potential losses that could occur on risk positions as a result of movements in market rates and prices over a specified time horizon and to a given level of confidence. The VaR model used by the Group is based upon the Monte Carlo simulation technique. This model derives plausible future scenarios from past series of recorded market rates and prices, taking account of inter-relationships between different markets and rates, including interest rates and foreign exchange rates. The model also incorporates the effect of option features on the underlying exposures. The Monte Carlo simulation model used by the Group incorporates the following features: • 5,000 simulations using a variance covariance matrix; • simulations generated using geometric Brownian motion;

150 • an exceptional decay factor is applied across an estimation period of 250 days; and • VaR is calculated to a 1-day, 99.75% one tail confidence level. The Group validates VaR by comparing to alternative risk measures, for example, scenario analysis and exchange initial margins as well as the back testing of calculated results against actual profit and loss. Although a valuable guide to risk, VaR should always be viewed in the context of its limitations, for example: • the use of historical data as a proxy for estimating future events may not encompass all potential events, particularly those which are extreme in nature; • the use of a 1-day holding period assumes that all positions can be liquidated or hedged in 1-day. This may not fully reflect the market risk arising at times of severe liquidity stress, when a 1-day holding period may be insufficient to liquidate or hedge all positions fully; • the use of a 99.75% confidence level, by definition, does not take into account losses that might occur beyond this level of confidence; • the VaR, disclosed below, is calculated on the basis of exposures outstanding at the close of business and, therefore, does not necessarily reflect intra-day exposure; and • VaR is unlikely to reflect loss potential on exposures that only arise under significant market moves. The Group recognises these limitations by augmenting its VaR limits with other position and sensitivity limit structures. The Group also applies a wide range of stress testing, both on individual portfolios and on the Group’s consolidated positions. The VaR as at 31 December 2020 was $1,041,819 (2019: $872,589 and 2018: $1,275,766) and the average monthly VaR for the year ended 31 December 2020 was $1,537,817 (2019: $1,557,346 and 2018: $1,452,169).

Foreign currency risk The Group’s policy is to minimise volatility as a result of the translation of foreign currency exposure. As such management monitors currency exposure on a daily basis and buys or sells currency to minimise the exposure, in addition to the hedging of material future dated GBP commitments through the use of derivative instruments. It is the policy of the Group to enter into foreign exchange forward contracts to cover these specific future dated GBP commitments. The associated gains and losses on derivatives hedging GBP commitments were recognised in other comprehensive income and will be removed when the anticipated commitments take place and included in the initial cost of the hedged commitments. The Group has designated certain foreign exchange forward contracts as hedging instruments. The following table details the foreign currency forward contracts, held within derivatives on the statement of financial position, that are designated in hedging relationships: 2020 Average Foreign Notional Fair value forward currency value assets Outstanding contracts rates $’000 £’000 $’000 Derivative designated as cash flow hedges Less than 3 months ...... 1.3078 14,885 11,400 710 3 to 6 months ...... 1.3084 7,807 6,000 404 6 to 12 months ...... 1.3110 15,712 12,000 723 38,404 29,400 1,837

151 2019 Average Foreign Notional Fair value forward currency value assets Outstanding contracts rates $’000 £’000 $’000 Derivative designated as cash flow hedges Less than 3 months ...... 1.3107 19,227 14,626 196 3 to 6 months ...... 1.2994 773 595 15 20,000 15,221 211

2018 Average Foreign Notional Fair value forward currency value liabilities Outstanding contracts rates $’000 £’000 $’000 Derivative designated as cash flow hedges Less than 3 months ...... 1.2963 6,848 5,276 97 3 to 6 months ...... 1.3019 7,911 6,069 113 6 to 12 months ...... 1.3111 16,132 12,288 244 More than 12 months ...... 1.3183 14,518 11,003 219 45,409 34,636 673 The Group has future foreign currency exposure related to material future dated GBP commitments. The Group has entered into foreign exchange forward contracts (for terms not exceeding 14 months) to hedge the exchange rate risk arising from these anticipated future commitments, which are designated as cash flow hedges. As at 31 December 2020 the aggregate amount of gains/losses under foreign exchange forward contracts deferred in the cash flow hedge reserve relating to the exposure on these anticipated future commitments is $1,836,746 (2019: $213,182 and 2018: loss of $672,522). It is anticipated that these commitments will come due monthly over the course of the next 12 months, at which time the amount deferred in equity will be reclassified to profit or loss. There has been no ineffectiveness recognised in profit or loss arising from the hedging of these future dated GBP commitments for the years ended 31 December 2018, 2019 and 2020.

Interest rate risk The Group is exposed to interest rate risk on cash, investments, derivatives, client balances and bank borrowings. The main interest rate risk is derived from interest-bearing deposits in which the Group invests surplus funds and bank borrowings. The Group’s exposure to interest rate fluctuations is limited through the offset that exists between the bulk of its interest bearing assets and interest bearing liabilities. Since the return paid on client liabilities is generally reset to prevailing market interest rates on an overnight basis, the Group is only exposed for the time it takes to reset its investments which are held at rates fixed for a maturity which does not exceed three months, with the exception of US Treasuries which have a maturity of up to two years.

Concentration risk To mitigate the concentration of credit risk exposure to a particular single customer, counterparty or group of affiliated customers or counterparties, the Group monitors these exposures carefully and ensures that these remain within pre-defined limits. Large exposure limits are determined in accordance with appropriate regulatory rules. Further concentration risk controls are in place to limit exposure to clients or counterparties within single countries of origin and operation through specific country credit risk limits as set by the Board Risk Committee. The largest concentration of cash balances as at 31 December 2020 was 33% (2019: 71% and 2018:83%) to a UK-based, AA rated global banking group ( 2019 and 2018: UK-based, AA- rated global banking group).

152 The largest concentration of exposures to exchanges, clearing houses and other counterparties as at 31 December 2020 was 32% (2019: 33% and 2018: 37%) to the LME (2019 and 2018:LME).

Liquidity risk The Group defines liquidity risk as the failure to meet its day-to-day capital and cash flow requirements. Liquidity risk is assessed and managed under the Individual Liquidity Adequacy Assessment (ILAA) and Liquidity Risk Framework. To mitigate liquidity risk, the Group has implemented robust cash management policies and procedures that monitor liquidity daily to ensure that the Group has sufficient resources to meet its margin requirement at clearing houses and third party brokers. In the event of a liquidity issue arising, the Group has recourse to existing global cash resources after which it could draw down on a $165 million committed revolving credit facility. There are strict guidelines followed in relation to products and tenor into which excess liquidity can be invested. Excess liquidity is invested in highly liquid instruments, such as cash deposits with financial institutions for a period of less than three months and US Treasuries with a maturity of up to two years. The financial liabilities are based upon rates set on a daily basis, apart from the financing of the warrant positions and the credit facility where the rates are set for the term of the loan. For assets not marked-to-market there is no material difference between the carrying value and fair value.

Liquidity risk exposures The following table details the Group’s available financing facilities and annually committed credit agreements: 2020 2019 2018 $’000 $’000 $’000 Financing facilities Unsecured bank overdraft facility, reviewed annually and payable at call: Amount used ...... - - - Amount unused ...... - - 15,000 - - 15,000

Secured revolving credit facility, reviewed annually: Amount used ...... - - - Amount unused ...... 165,000 165,000 125,000 165,000 165,000 125,000

Secured receivables finance facility, reviewed bi-annually: Amount used ...... - - 4 Amount unused ...... - - 9,996 - - 10,000 The following table details the Group’s contractual maturity for non-derivative financial liabilities. Debt securities are presented discounted based on earliest expected call dates. Lease liabilities are undiscounted and contractual.

153 More On Less than 3 to 12 1 to 5 than 5 demand 3 months months years years Total $’000 $’000 $’000 $’000 $’000 $’000 Amounts due to exchanges, clearing houses and other counterparties ...... 2,409,601 - - - - 2,409,601 Other creditors ...... - 7,713 - 2,443 - 10,156 Accruals ...... 226 114,296 3,912 591 - 119,025 Deferred income ...... - 506 - - - 506 Repurchase agreements ...... - 139,969 - - - 139,969 Debt securities ...... - 40,434 89,567 228,529 18,227 376,757 Lease liabilities...... - 1,865 5,459 17,115 1,751 26,190 At 31 December 2020 ...... 2,409,827 304,783 98,938 248,678 19,978 3,082,204

More On Less than 3 to 12 1 to 5 than 5 demand 3 months months years years Total $’000 $’000 $’000 $’000 $’000 $’000 Amounts due to exchanges, clearing houses and other counterparties ...... 1,770,416 - - - - 1,770,416 Other creditors ...... - 1,274 - 1,766 - 3,040 Accruals ...... - 81,758 - - - 81,758 Deferred income ...... - 868 - - - 868 Short-term borrowings ...... ------Debt securities ...... - 54,463 128,790 12,946 - 196,199 Lease liabilities...... - 1,378 4,767 25,062 - 31,207 At 31 December 2019 ...... 1,770,416 139,741 133,557 39,774 - 2,083,488

154 More On Less than 3 to 12 1 to 5 than demand 3 months months years 5 years Total $’000 $’000 $’000 $’000 $’000 $’000 Amounts due to exchanges, clearing houses and other counterparties ...... 858,429 - - - - 858,429 Other creditors ...... - 1,555 - - - 1,555 Accruals ...... - 68,508 519 - - 69,027 Deferred income ...... - 606 - - - 606 Short-term borrowings ...... - 4 - - - 4 At 31 December 2018 ...... 858,429 70,673 519 - - 929,621 Shown below is the Group’s contractual maturity for non-derivative financial assets. Less On than 3 3 to 12 1 to 5 demand months months years Total $’000 $’000 $’000 $’000 $’000 Amounts due from exchanges, clearing houses and other counterparties ...... 1,100,134 - - - 1,100,134 Trade debtors ...... - 46,988 - - 46,988 Default funds and deposits ...... - 102,313 - - 102,313 Loans receivable ...... 17,483 4 157 - 17,644 Other debtors ...... - 17,361 887 478 18,726 Equity instruments ...... 52,055 - - - 52,055 Cash and cash equivalents ...... 291,546 - - - 291,546 Financial instruments ...... - 734,497 407,416 496,954 1,638,867 At 31 December 2020 ...... 1,461,218 901,163 408,460 497,432 3,268,273

Less On than 3 3 to 12 1 to 5 demand months months years Total $’000 $’000 $’000 $’000 $’000 Amounts due from exchanges, clearing houses and other counterparties ...... 764,035 - - - 764,035 Trade debtors ...... - 26,652 - - 26,652 Default funds and deposits ...... - 99,012 - - 99,012 Loans receivable ...... - 713 - - 713 Other debtors ...... - 3,192 - - 3,192 Equity instruments ...... 29,629 - - - 29,629 Cash and cash equivalents ...... 217,501 - - - 217,501 Financial instruments ...... - 694,618 190,963 208,311 1,093,892 At 31 December 2019 ...... 1,011,165 824,187 190,963 208,311 2,234,626

155 Less On than 3 3 to 12 1 to 5 demand months months years Total $’000 $’000 $’000 $’000 $’000 Amounts due from exchanges, clearing houses and other counterparties ...... 708,722 - - - 708,722 Trade debtors ...... - 21,759 - - 21,759 Default funds and deposits ...... - 65,993 - - 65,993 Loans receivable ...... 450 - 219 - 669 Other debtors ...... - 1,856 232 5 2,093 Cash and cash equivalents ...... 160,728 - - - 160,728 Financial instruments ...... - 30,106 95,166 101,132 226,404 At 31 December 2018 ...... 869,900 119,714 95,617 101,137 1,186,368 Shown below is the Group’s expected undiscounted contractual maturity for non-derivative financial assets. Both assets and liabilities are included to understand the Group’s liquidity risk management as the liquidity is managed on a net asset and liability basis. The following table details the Group’s contractual maturity for derivative financial assets and derivative financial liabilities: Less On than 3 3 to 12 1 to 5 demand months months years Total $’000 $’000 $’000 $’000 $’000 Derivative instruments – assets ...... - 88,390 92,888 18,380 199,658 (107,86 Derivative instruments – liabilities ...... - 6) (76,531) (52,034) (236,431) At 31 December 2020 ...... - (19,476) 16,357 (33,654) (36,773)

Less On than 3 3 to 12 1 to 5 demand months months years Total $’000 $’000 $’000 $’000 $’000 Derivative instruments – assets ...... - 42,030 43,858 6,045 91,933 Derivative instruments – liabilities ...... - (33,421) (30,126) (13,453) (77,000) At 31 December 2019 ...... - 8,609 13,732 (7,408) 14,933

Less On than 3 3 to 12 1 to 5 demand months months years Total $’000 $’000 $’000 $’000 $’000 Derivative instruments – assets ...... - 13,693 14,100 1,137 28,930 Derivative instruments – liabilities ...... - (22,898) (24,019) (1,847) (48,764) At 31 December 2018 ...... - (9,205) (9,919) (710) (19,834) The derivative asset and liability do not meet the offsetting criteria in IAS 32, but the entity has the right of offset in the case of default, insolvency or bankruptcy. Consequently, the gross amount of the derivative asset of $199,658,491 (2019: $91,933,182 and 2018: $28,930,381) and gross amount of the derivative liability of $236,430,555 (2019: $77,000,635 and 2018: $48,764,345) are presented separately in the Group’s statement of financial position.

Fair value measurement The information set out below provides information about how the Group determines fair values of various financial assets and financial liabilities. The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

156 • level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; • level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and • level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level 2 pricing for investments is based on the latest traded price. The level 2 pricing for derivative instruments and debt securities is determined using quantitative models that require the use of multiple market inputs including commodity prices, interest and foreign exchange rates to generate continuous yield or pricing curves and volatility factors, which are used to value the position. The level 3 pricing for derivative instruments are determined using quantitative models that require the use of multiple market inputs including commodity prices, interest and foreign exchange rates to generate continuous yield or pricing curves and volatility factors in addition to unobservable inputs, which are used to value the position. The following table shows an analysis of the financial assets and liabilities recorded at fair value shown in accordance with the fair value hierarchy. Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 Financial assets – FVTPL: Amounts due from exchanges, clearing houses and other counterparties ...... 133,636 - - 133,636 Derivative instruments...... - 199,449 209 199,658 Equity shares ...... 52,055 - - 52,055 Financial instruments ...... - 2,313 - 2,313 Financial assets – FVTOCI: Investments ...... 3,416 5,056 - 8,472 Financial instruments ...... 1,305,335 - - 1,305,335 Derivative instruments...... - 1,837 - 1,837

Financial liabilities – FVTPL: Derivative instruments...... - (236,402) (29) (236,431) Contingent consideration ...... - (2,443) - (2,443) Debt securities ...... - (376,757) - (376,757) At 31 December 2020 ...... 1,494,442 (406,947) 180 1,087,675

157 Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 Financial assets – FVTPL: Amounts due from exchanges, clearing houses and other counterparties ...... 311,461 - - 311,461 Derivative instruments...... - 91,448 272 91,720 Equity shares ...... 29,629 - - 29,629

Financial assets – FVTOCI: Investments ...... 3,219 4,833 - 8,052 Financial instruments ...... 917,164 - - 917,164 Derivative instruments...... - 213 - 213

Financial liabilities – FVTPL: Derivative instruments...... - (76,962) (38) (77,000) Contingent consideration ...... - (1,766) - (1,766) Debt securities ...... - (196,199) - (196,199) At 31 December 2019 ...... 1,261,473 (178,433) 234 1,083,274

Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 Financial assets – FVTPL: Amounts due from exchanges, clearing houses and other counterparties ...... 263,950 - - 263,950 Derivative instruments...... - 28,869 61 28,930

Financial assets – FVTOCI: Investments ...... 2,837 5,192 - 8,029 Financial instruments ...... 50,078 - - 50,078

Financial liabilities – FVTPL: Amounts due to exchanges, clearing houses and other counterparties ...... - - - - Derivative instruments...... - (48,657) (107) (48,764) At 31 December 2018 ...... 316,865 (14,596) (46) 302,223 The following table summarises the movements in the Level 3 balances during the period. Asset and liability transfers between Level 2 and Level 3 are primarily due to either an increase or decrease in observable market activity related to an input or a change in the significance of the unobservable input, with assets and liabilities classified as Level 3 if an unobservable input is deemed significant.

158 Reconciliation of Level 3 fair value measurements of financial assets 2020 2019 2018 $’000 $’000 $’000 Balance at 1 January ...... 272 61 121 Purchases ...... 1,439 156 1,767 Settlements ...... (1,480) (135) (1,687) Total gains or losses in the period recognised in the income statement: Market making revenue...... (22) 190 (29) Total gains or losses in the period recognised in OCI ...... Transfers out of level 3...... - (111) Balance at 31 December ...... 209 272 61

Reconciliation of Level 3 fair value measurements of financial liabilities 2020 2019 2018 $’000 $’000 $’000 Balance at 1 January ...... 39 107 (169) Purchases ...... 376 49 (1,548) Settlements ...... (389) (126) 1,651 Total gains or losses in the period recognised in the income statement: Market making revenue...... 3 9 (41) Balance at 31 December ...... 29 39 (107) The Group’s management believes, based on the valuation approach used for the calculation of fair values and the related controls, that the level 3 fair values are appropriate. The impact of reasonably possible alternative assumptions from the unobservable input parameters shows no significant impact on the Group’s profit, comprehensive income or shareholders’ equity. The Group deems the total inventory of level 3 financial assets and liabilities to be immaterial and therefore any sensitivities calculated on these balances are also deemed to be immaterial.

34. CLIENT MONEY As required by the UK FCA’s Client Assets Sourcebook rules and the CFTC’s client money rules, the Group maintains certain balances on behalf of clients with banks, exchanges, clearing houses and brokers in segregated accounts. These amounts and the related liabilities to clients, whose recourse is limited to segregated accounts, are not included in the statement of financial position as the Group is not beneficially entitled thereto and would not be responsible for losses incurred by the customers in the event of a bank failure. As at 31 December 2020, $49,092,688 (2019: $46,939,911 and 2018: $6,253,000) of excess firm cash placed in segregated accounts to satisfy US regulations has been recorded within cash and cash equivalents. 2020 2019 2018 $’000 $’000 $’000 Segregated assets at banks (not recognised) ...... 1,063,032 716,322 318,391 Segregated assets at exchanges, clearing houses and other counterparties (recognised within trade and other receivables) ...... 2,032,552 1,342,771 523,959 3,095,584 2,059,093 842,350

35. CASH FLOW HEDGE RESERVE 2020 2019 2018 $’000 $’000 $’000 At 1 January ...... 211 (673) - Profit / (Loss) on revaluation ...... 1,626 884 (673) At 31 December ...... 1,837 211 (673)

159 The hedging reserve represents the cumulative amount of gains and losses on hedging instruments deemed effective in cash flow hedges. The cumulative deferred gain or loss on the hedging instrument is recognised in profit or loss only when the hedged transaction impacts the profit or loss or is included as a basis adjustment to the non-financial hedged item, consistent with the applicable accounting policy.

36. RELATED PARTY TRANSACTIONS

(a) Parent and ultimate controlling party In this Historical Financial Information of the Group, being the Company and its subsidiaries, subsidiaries refer to the entities controlled by the Company. In the directors’ opinion, the immediate parent and ultimate controlling party of the Company is Amphitryon Limited, a company incorporated in Jersey, Channel Islands.

(b) Key Management Personnel The remuneration paid to key management personnel for their services to the Group was as follows: 2020 2019 2018 $’000 $’000 $’000 Aggregate wages and salaries ...... 29,417 23,320 16,327 Short-term monetary benefits ...... 193 157 138 Defined pension cost ...... 136 108 87 Management incentive plan ...... 95 - - 29,841 23,585 16,552 The remuneration of the highest paid director for their services to the Group was $4,777,810 (2019: $4,526,338 and 2018: $2,525,150). No pension contributions were made on their behalf whilst they were a director of the Group (2019 and 2018: $nil). As at 31 December 2020, there were 9 key management personnel in the Group’s defined contribution scheme (2019: 9 and 2018: 5).

(c) Key Management Personnel transactions The Group has made loans to certain directors, senior current and former employees relating to equity awards and the tax payments associated with equity awards of $482,452 (2019: $467,953, 2018: $450,208). The loans are non-interest bearing and will be repayable under the terms of the equity award arising at the liquidating event. During the year, certain employee directors of the Company were part of a long-term senior management compensation plan arranged by the majority shareholders of the Company. The majority of the compensation plan payable under these arrangements is contingent upon sale of the Company and the sale price being at a level which provides all the shareholders of the Company with a profit. A minority of the compensation plan is contingent on the profits of the Company exceeding a given threshold over a multi-year period. The only time when the Company will be required to make a payment under this plan would be when it is sold by its shareholders. During the year the Group accrued $95,000 for a management incentive plan. The management incentive plan is an equity settled scheme which has been valued at the point of award taking into consideration the expected pay-outs on a liquidation event. During 2020 the Group paid $115,560 (2019: $160,835 and 2018: $nil) for consultancy services provided by MCS Advisory Ltd, a company 50% owned by Carla Stent. Some directors, senior management and former employees of the Company were historically awarded options and warrants to purchase non-voting ordinary shares of the Company. At the time of the award, the value of the award was deemed to be immaterial. The awards are all contingent upon certain events including a change in ownership or an initial public offering. There are options and warrants over 2,144,976 non-voting ordinary shares with a nominal value of $0.000165, with an average strike price of $1.63. As at 31 December 2020, shares and rights over shares held by the Employee Benefits Trust were repurchased from former employees for a cash consideration of $1,751,065 by the Trustee, funded by a loan for that amount from the Group, which is outstanding at year end. Subsequently these rights and shares were sold to current employees.

160 During the year 2,250,000 (2019:12,100,000 and 2018: nil) growth shares were purchased at market value by employees and Directors for $18,000 (2019: $43,000 and 2018: nil).

(d) Transactions with entities having significant influence over the Group Balances and transactions between the Company and its subsidiaries which are related parties have been eliminated on consolidation and not disclosed in this note. The Group pays management fees to parties associated with the ultimate parent company based on a percentage of the Group’s profitability amounting to $1,710,870 (2019: $1,395,283 and 2018: $385,964). During the year, the Group received consortium relief amounting to $nil from entities that have significant influence over the Group (2019: $1,365,325 and 2018: $nil). The payable balance at 31 December 2020 was $698,708 (2019: $2,717,543 and 2018: $1,282,122).

37. EVENTS AFTER THE BALANCE SHEET DATE

(a) Acquisitions On 12 March 2021, the Group acquired 100% of the share capital of StarSupply Petroleum Europe B.V. the physical oil brokerage firm for cash consideration of €3,245,705 ($3,964,304), subject to adjustment for the value of net assets as at the completion date. On 7 May 2021, the Group agreed to acquire Arfinco S.A., a broker of exchange-traded agricultural futures and options on European exchanges based in Paris, for a consideration of approximately €2.8 million. The acquisition is subject to regulatory approval.

(b) Equity market making franchise The Group launched a new UK-focused equities market making franchise to cover AIM, small and mid-cap stocks, and investment trusts. The expansion into equity market making follows the firm’s acquisition in November 2020 of XFA, the exchange traded equities derivatives brokerage, based in North America.

(c) Revolving credit facility Effective as at 31 March 2021, the Group renewed its revolving credit facility with a syndicate of banks, with a committed credit line of $125,000,000 until 30 June 2023 (2019: $165,000,000).

(d) Approval of payment of dividend On 7 May 2021, the Directors approved the payment of a dividend of $20 million for the year ended 31 December 2020 to be paid prior to admission to trading of a majority of the Company's shares.

(e) Reduction of capital On 7 May 2021, the Company carried out a reduction of capital of the Deferred Shares resulting in a reduction in the Company's share capital by $176,148,061.85 and an increase in retained earnings of $176,148,061.85.

161 Section B: Accountant’s report on the historical financial information of the Group

Deloitte LLP Hill House 1 Little New Street London EC4A 3TR

Phone: +44 (0)20 7936 3000 Fax: +44 (0)20 7583 0112 www.deloitte.co.uk

The Board of Directors on behalf of Marex Spectron Group Limited 155 Bishopsgate London EC2M 3TQ

14 May 2021

Dear Sirs/Mesdames Marex Spectron Group Limited We report on the financial information for the three years ended 31 December 2020 set out in Part X of the registration document dated 14 May 2021 of Marex Spectron Group Limited (the “Company” and, together with its subsidiaries, the “Group”) (the “Registration Document”). This report is required by Annex 1 item 18.3.1 of the UK version of Commission delegated regulation (EU) 2019/980 (the “Prospectus Delegated Regulation”) and is given for the purpose of complying with that requirement and for no other purpose. Opinion on financial information In our opinion, the financial information gives, for the purposes of the Registration Document, a true and fair view of the state of affairs of the Group as at 31 December 2018, 31 December 2019 and 31 December 2020 and of its profits, cash flows and changes in equity for the three years ended 31 December 2020 in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union. Responsibilities The Directors of the Company are responsible for preparing the financial information in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union. It is our responsibility to form an opinion on the financial information and to report our opinion to you. Save for any responsibility arising under Annex 1 item 1.2 of the Prospectus Delegated Regulation to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Annex 1 item 1.3 of the Prospectus Delegated Regulation, consenting to its inclusion in the Registration Document. Basis of preparation This financial information has been prepared for inclusion in the Registration Document on the basis of the accounting policies set out in Note 3 of the financial information. Basis of opinion We conducted our work in accordance with Standards for Investment Reporting issued by the Financial Reporting Council in the United Kingdom. We are independent of the Group in accordance with the FRC’s Ethical Standard as applied to Investment Circular Reporting Engagements, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

162 Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity's circumstances, consistently applied and adequately disclosed. We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error. Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices. Conclusions Relating to Going Concern In performing this engagement on the financial information, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial information is appropriate. Our evaluation of the directors’ assessment of the Group’s ability to continue to adopt the going concern basis of accounting included: • assessing financing facilities including the covenants linked to these; • assessing the recoverability of the trade debtors and whether there is any pending litigation which could have a significant impact on the Group and its ability to trade; • relying on specialists to challenge the underlying data and key assumptions used in management forecasts; • assessing the impact that Covid-19 will have on the Group in the forecasted period; • assessing the headroom in the forecasts provided by management and whether there are any regulatory implications; • assessing management’s stress test on the forecasted profit; • assessing management’s proposed mitigating plans in a stressed scenario; • testing the numerical accuracy of forecasts and assessing the historical accuracy of forecasts prepared by management; We have not identified a material uncertainty related to events or conditions that, individually or collectively, may cast doubt on the ability of Marex Spectron Group Limited to continue as a going concern for a period of at least twelve months from 14 May 2021. Declaration For the purposes of item 1.2 of Annex 1 to the Prospectus Delegated Regulation, we are responsible for this report as part of the Registration Document and declare that to the best of our knowledge the information contained in this report is in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Registration Document in compliance with Annex 1 item 1.2 of the Prospectus Delegated Regulation and for no other purpose.

Yours faithfully

Deloitte LLP

Deloitte LLP is a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at 1 New Street Square, London EC4A 3HQ, United Kingdom. Deloitte LLP is the United Kingdom affiliate of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NSE LLP do not provide services to clients.

163 Section C: Historical financial information of the Rosenthal Collins Group

INCOME STATEMENT FOR THE PERIOD ENDED 12 months to 1 month to 31 December 1 February 2018 2019 Notes $’000 $’000 Revenue ...... 4 148,377 9,627 Operating expenses ...... 4, 5 (151,488) (10,393) Interest income ...... 7 26,739 2,776 Finance expense ...... 7 (14,266) (1,385) Operating profit ...... 9,362 625

Other expense ...... (3,683) (158) Profit before taxation ...... 5,679 467 Income tax ...... 8 - - Profit after taxation ...... 5,679 467

STATEMENT OF CHANGES IN MEMBERS’ EQUITY 12 months to 1 month to 31 December 1 February 2018 2019 $’000 $’000 Members’ equity, beginning of reporting period ...... 77,136 93,220 Profit after taxation ...... 5,679 467 Other contributions, additions, distributions and withdrawals, net ...... 10,405 (5,732) Members’ equity, end of period ...... 93,220 87,955

164 STATEMENT OF FINANCIAL POSITION FOR THE PERIOD ENDED 31 December 1 February 2018 2019 Notes $’000 $’000 Assets Non-current assets Property, software and equipment ...... 9 810 902 Right of use asset ...... 14 - 2,957 Investments ...... 1,640 2,020 Other assets ...... 3,097 718 Repurchase agreements ...... 15 5,067 - Total non-current assets ...... 10,614 6,597

Current assets Repurchase agreements ...... 15 469,523 332,320 Financial instruments pledged ...... 10 363,367 752,871 Financial instruments unpledged...... 10 29,265 50,881 Trade and other receivables ...... 11 38,180 98,839 Cash and cash equivalents ...... 10,054 10,149 Total current assets ...... 910,389 1,245,060 Total assets ...... 921,003 1,251,657

165 STATEMENT OF FINANCIAL POSITION FOR THE PERIOD ENDED 31 December 1 February 2018 2019 Notes $’000 $’000 Liabilities Current liabilities Derivative instruments ...... 15 752 729 Lease liability ...... 14 - 1,452 Trade and other payables ...... 12 827,031 1,160,011 Total current liabilities ...... 827,783 1,162,192

Lease liability ...... 14 - 1,510 Non-current liabilities ...... - 1,510 Total liabilities ...... 827,783 1,163,702 Total net assets ...... 93,220 87,955

Equity Members’ capital ...... 93,220 87,955 Total equity ...... 93,220 87,955

166 CASH FLOW STATEMENT FOR THE PERIOD ENDED 12 months to 31 December 1 month to 1 2018 February 2019 Notes $’000 $’000 Profit before tax ...... 5,679 467 Adjustments to reconcile profit before tax to net cash flows: Depreciation of property, software and equipment ...... 9 657 44 Depreciation of right of use assets ...... 14 - 112 Operating cash flows before changes in working capital .... 6,336 623 Working capital adjustments: Decrease / (increase) in trade receivables ...... 11 130,791 (60,659) Decrease in trade and other payables ...... 12 2,909 332,980 (Increase) / decrease in other assets ...... (1,122) 2,379 Increase in trade investments ...... - (380) Decrease / (increase) in pledged financial instruments ...... 209,963 (389,504) Increase in unpledged financial instruments ...... (18,573) (21,616) (Increase) / decrease in repurchase agreements ...... (414,504) 142,270 Increase in derivative instruments- liabilities ...... - (23) Cash (outflow) from operating activities ...... (84,200) 6,070 Corporation tax paid ...... - - Net cash inflow/(outflow) from operating activities ...... (84,200) 6,070

167 12 months to 1 month to 31 December 1 February 2018 2019 Notes $’000 $’000 Investing activities Purchase of property, software and equipment ...... 9 (461) (136) Net cash outflow from investing activities ...... (461) (136) Financing activities Subordinated debt issuances ...... 64,000 - Subordinated debt repayments ...... (64,000) - Decrease in short-term borrowings ...... (12,600) - Interest on lease liabilities ...... 14 - 14 Payment of lease liabilities ...... - (121) Decrease in members’ capital contribution ...... 10,405 (5,732) Net cash (outflow)/ inflow from financing activities ...... (2,195) (5,839)

Net (decrease)/ increase in cash and cash equivalents ...... (86,856) 95

Cash and cash equivalents Cash available on demand and short-term deposits at beginning of period ...... 96,910 10,054 (Decrease) / increase in cash ...... (86,856) 95 Cash and cash equivalents at period end ...... 10,054 10,149

The accompanying notes are integral part of the Historical Financial Information.

168 NOTES TO THE HISTORICAL FINANCIAL INFORMATION FOR THE YEAR ENDED 31 DECEMBER 2018 AND THE ONE MONTH PERIOD ENDED 1 FEBRUARY 2019

1. GENERAL INFORMATION Rosenthal Collins Group L.L.C (“RCG”) is a company incorporated in the United States. The address of the registered office is 222 West Adams St Suite 450 Chicago, IL 60606-6918. The Company is registered as a Futures Commissions Merchant (“FCM”) with the Commodity Futures Trading Commission (“CFTC”) and a member of the National Futures Association (“NFA”). RCG is a clearing member of all principal commodity exchanges in the United States, ICE Futures Europe and the Fixed Income Clearing Corporation (“FICC”). RCG executes and clears transactions for its customers and affiliates. RCG executes and/or clears transactions for its customers and affiliates. RCG’s customers are primarily located in the United States. RCG was a wholly owned subsidiary of RCG Holdings LLC which was RCG’s managing member, but on 1 February 2019, Marex North America LLC (“MNA”) acquired the Company’s customer business and certain operating leases. This special purpose financial information (the “Historical Financial Information”) presents the financial track record of RCG as of and for the year ended 31 December 2018 and the one month period ended 1 February 2019 prior to the acquisition. This Historical Financial Information has been prepared for the inclusion in the registration document of Marex Spectron Group Limited. This Historical Financial Information has been prepared in accordance with the requirements of item 18.1 of Annex 1 to the UK version of the Prospectus Delegated Regulation, the Listing Rules, International Financial Reporting Standards (“IFRS”), IFRIC Interpretations, and with those parts of the Companies Act 2006 as applicable to companies reporting under IFRS. All accounting policies have been applied consistently, unless otherwise stated. The Historical Financial Information has been approved for issue by the Board of Marex Spectron Group Limited on 1 April 2021.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation The Historical Financial Information of the RCG has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (”IASB”) as well as interpretations issued by the IFRS Interpretations Committee (“IFRIC”). The Historical Financial Information have been prepared on the historical cost basis, except for the revaluation of certain financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated Historical Financial Information is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of pre-1 January 2019 IAS 17 and post-1 January 2019 IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; • Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

169 • Level 3 inputs are unobservable inputs for the asset or liability. There were no level 2 or level 3 instruments during the year ended 31 December 2018 or the period ended 1 February 2019. The Company’s functional currency is USD being the currency of the primary economic environment in which the Company operates. Monetary assets and liabilities in the Historical Financial Information are translated at the closing rate with any resulting exchange difference being recognised in the income statement.

(b) Going concern The Historical Financial Information for RCG has been prepared on a going concern basis, which has been based on a consideration of the going concern of MNA given the trading assets and liabilities of RCG have been transferred to MNA on 1 February 2019. In considering going concern, the Directors have reviewed the capital, liquidity and financial position of MNA, which includes the RCG trading assets and liabilities, and concluded that the going concern basis is appropriate. The assessment has been carried out taking into account the potential impact of certain scenarios, which have the greatest potential impact on the Company in the period under review. In particular, the Board have considered the potential impact of COVID-19 on the capital, liquidity and financial position of MNA.

(c) Amendments to IFRSs that are mandatorily effective In the current year, the Company has applied a number of amendments to IFRSs and a new Interpretation issued by the International Accounting Standards Board (“IASB”) that are mandatorily effective for an accounting period that begins on or after 1 January 2018. Their adoption has not had any material impact on the disclosures or on the amounts reported in these Historical Financial Information. During 2018 the following standards were applicable: • IFRS 15 Revenue of Contracts with Customers, which established a single comprehensive model for determining whether, how much and when revenue arising from contracts with customers is recognised and was applied 1 January 2018. It replaced IAS 18 Revenue and related interpretations. The core principle of IFRS 15 is that revenue should be recognised depicting the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. • IFRS 9 Financial instruments, was implemented on 1 January 2018, and replaced IAS 39 Financial Instruments: Recognition and Measurement. The new standard introduced new models for; (1) the classification and measurement of financial assets and liabilities, (2) impairment of financial assets and (3) general hedge accounting. The requisite accounting policies were adopted into the accounting policies. During 2019 the following standards were applicable: • IFRS 16 Leases, which introduced changes to lessee accounting by removing the distinction between operating and finance lease and requiring the recognition of a right- of-use asset and a lease liability at commencement for all leases, except for short-term leases and leases of low value assets. In contrast to lessee accounting, the requirements for lessor accounting have remained largely unchanged. • The Company has applied IFRS 16 as at 1 January 2019, and applied IFRS 16 using the modified retrospective approach, with the right-of-use asset measured at its carrying amount as if the standard had been applied since the commencement date. • The Company has made use of the practical expedients available on transition to IFRS 15 not to reassess whether a contract is or contains a lease. Accordingly the definition of a lease in accordance with IAS 17 and IFRIC 4 will continue to be applied to those contracts entered or modified before 1 January 2019. • The change in definition of a lese mainly relates to the concept of control. IFRS 16 determines whether a contract contains a lease on the basis of whether the customer has the right to control the use of an identified asset for a period of time in exchange for consideration. This is in contrast to the focus on the ‘risks and rewards’ in IAS 17 and IFRIC 4. The Company applies the definition of a lease and related guidance set out in

170 IFRS 16 to all contracts entered into or changed on or after 1 January 2019. In preparation for the first-time application of IFRS 16, the Company has carried out an implementation project. The project has shown that the new definition in IFRS 16 will not significantly change the scope of contracts that meet the definition of a lease for the Company. • The weighted average incremental borrowing rate applied to lease liabilities recognised in the statement of financial position at the date of initial application is 4.8%. Applying IFRS 16, for all leases (except as noted below), the Company: • Recognises right-of-use assets and lease liabilities in the consolidated statement of financial position, initially measured at the present value of the future lease payments; • Recognises depreciation of right-of-use assets and interest on lease liabilities in profit or loss; • Separates the total amount of cash paid into a principal portion (presented within financing activities) and interest (presented within financing activities) in the consolidated statement of cash flows. • Lease incentives (e.g. rent-free period) are recognised as part of the measurement of the right-of-use assets and lease liabilities whereas under IAS 17 they resulted in the recognition of a lease incentive, amortised as a reduction of rental expenses generally on a straight-line basis. • Under IFRS 16, right-of-use assets are tested for impairment in accordance with IAS 36. For short-term leases (lease term of 12 months or less) and leases of low-value assets (such as tablet and personal computers, small items of office furniture and telephones), the Company has opted to recognise a lease expense on a straight-line basis as permitted by IFRS 16. This expense is presented within ‘other operating expenses’ in profit or loss.

(d) Financial instruments

Initial recognition and measurement Financial assets and financial liabilities are recognised in the Company’s Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Effective interest method The effective interest rate method is a method of calculating the amortised cost of a financial instrument and allocating interest income or expense over the relevant period. The effective interest rate (“EIR”) is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Financial assets All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the timeframe established by regulation or convention in the marketplace. All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

171 Financial assets that meet both of the following conditions and have not been designated as at fair value through profit and loss (“FVTPL”) are measured at amortised cost: • the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and • the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets that meet both of the following conditions and have not been designated as at FVTPL are measured at fair value through other comprehensive income (“FVTOCI”): • the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and • the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. All financial assets not classified as measured at amortised cost or FVTOCI as described above are measured at FVTPL. This includes all derivative financial assets. The Company may make the following irrevocable election and/or designation at initial recognition of a financial asset: • the Company may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met; and • the Company may irrevocably designate a debt investment that meets the amortised cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch. The following accounting policies apply to the subsequent measurement of financial assets.

Amortised cost and effective interest method The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. For financial instruments other than purchased or originated credit-impaired financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the contrary, the gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and at FVTOCI. For financial instruments other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired.

Financial assets at FVTPL Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL. Specifically: • investments in equity instruments are classified as at FVTPL, unless the Company designates an equity investment that is neither held for trading nor a contingent consideration arising from a business combination as at FVTOCI on initial recognition; and • debt instruments that do not meet the amortised cost criteria or the FVTOCI criteria are classified as at FVTPL.

172 Impairment of financial assets The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at FVTOCI. No impairment loss is recognised for investments in equity instruments. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The Company always recognises lifetime expected credit losses (“ECL”) for trade receivables. ECLs are a probability‐weighted estimate of credit losses based on both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and forward-looking expectation. For all other financial instruments, the Company recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL. The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition instead of an evidence of a financial asset being credit-impaired at the reporting date or an actual default occurring. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Significant increases in credit risk In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition: • an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating; and • significant deterioration in external market indicators of credit risk for a particular financial instrument. Irrespective of the outcome of the above assessment, the Company presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 180 days past due, unless the Company has reasonable and supportable information that demonstrates otherwise. The Company assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk, based on all of the following: (1) the financial instrument has a low risk of default, (2) the borrower has a strong capacity to meet its contractual cash flow obligations in the near term, and (3) adverse changes in economic and business conditions in the long term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. The Company regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria is capable of identifying significant increase in credit risk before the amount becomes past due.

Definition of default The Company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that receivables that meet either of the following criteria are generally not recoverable: • when there is a breach of financial covenants by the counterparty; or

173 • information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (without taking into account any collaterals held by the Company) or partially. The Company considers that when a financial asset is more than 180 days past due, that the number of days past due is sufficient evidence of a deterioration in the credit quality of the client in most circumstances. At this point the Company performs a qualitative review of the financial assets on a client by client basis to determine whether the Company has reasonable and supportable information to demonstrate whether a default event has occurred. As a result of this assessment when required a default is recorded.

Credit-impaired financial assets A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events: • significant financial difficulty of the issuer or the borrower; • a breach of contract, such as default or past due event; • it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or • the disappearance of an active market for that financial asset because of financial difficulties.

Write-off policy The Company writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

Measurement and recognition of expected credit losses The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date. For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate. The grouping is regularly reviewed by management to ensure the constituents of each group continue to share similar credit risk characteristics. Where lifetime ECL is measured on a collective basis to cater for cases where evidence of significant increase in credit risk at the individual instrument level may not yet be available, the financial instruments are grouped on the following basis: • nature of financial instruments; and • external credit ratings where available. If the Company has measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period, but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the Company measures the loss allowance at an amount equal to 12-month ECL at the current reporting date. The Company recognises an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognised in other comprehensive income and accumulated in the revaluation

174 reserve, and does not reduce the carrying amount of the financial asset in the statement of financial position.

Derecognition of financial assets On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. In addition, on derecognition of an investment in a debt instrument classified as at FVTOCI, the cumulative gain or loss previously accumulated in the revaluation reserve is reclassified to profit or loss. In contrast, on derecognition of an investment in equity instrument which the Company has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings.

Financial liabilities Financial liabilities are classified as either financial liabilities at “FVTPL” or “other financial liabilities”. The Company classifies its financial liabilities into the following categories, depending on the purpose for which the liability was assumed: • fair value through profit or loss (FVTPL): this category includes financial instruments held for trading. They are carried in the balance sheet at fair value with changes in fair value recognised in the income statement; or • other financial liabilities include the following items: trade and other payables and other short-term monetary liabilities which are recognised at amortised cost; and bank borrowings, such interest-bearing liabilities are subsequently measured at amortised cost using the EIR method, which ensures that any interest expense over the period to repayment is recognised at a constant rate on the balance of the liability carried in the statement of financial position.

Derecognition of financial liabilities A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. In circumstances where a financial liability is replaced by the same lender yet the contractual terms are substantially different or modified, the original financial liability will be derecognised at the point of contractual exchange and the new financial liability recognised.

Offsetting of financial assets and liabilities Financial assets and liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention and ability to settle on a net basis, or to realise the assets and liabilities simultaneously.

Derivative instruments Derivative assets and derivative liabilities at fair value through profit or loss are over-the-counter foreign exchange, precious metal, agricultural and energy contracts.

(e) Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand, and short-term deposits.

(f) Repurchase agreements Repurchase agreements are a form of secured lending whereby the Company provides a loan or cash collateral in exchange for the transfer of collateral, generally in the form of marketable securities subject to an agreement to transfer the securities back at a fixed price in the future. Reverse repurchase agreements are where the Company obtains such loans or cash collateral, in exchange for the transfer of collateral. The Company purchases (a repurchase agreement) or borrows cash collateralised through securities that are subject to a commitment to resell or return them. The securities are not

175 included on the balance sheet as the Company does not acquire the risks and rewards of ownership. Consideration paid (or cash collateral provided) is accounted for as a loan asset at amortised cost, unless it is designated or mandatorily at fair value through profit or loss. The Company may also sell (a reverse repurchase agreement) or lend cash collateralised through securities that are lent with a commitment to repurchase or redeem the securities. The securities are retained on the balance sheet as the Company retains substantially all of the risks and rewards of ownership. Consideration received is accounted for as a financial liability at amortised cost, unless it is designated or mandatorily at fair value through profit or loss.

(g) Revenue recognition Revenue is recognised when it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable taking into account any trade discounts and volume rebates granted by the Company. Revenue comprises execution and clearing commissions, which are recognised on a trade date basis. Net interest directly relating to the trading activities of the Company are recognised on an accruals basis. Other income primarily comprises exchange rebates and is recognised on an accruals basis. In accordance with accepted practice, those financial instruments held for trading purposes are fair valued and subsequent gains and losses are recognised in the income statement.

(h) Investments Investments represent investments in exchange memberships, and include trading rights held for membership privileges.

(i) Members’ capital Loans and other debts due to members represent profits that are to be paid out to members. In the event of a winding up, members’ capital ranks after unsecured creditors.

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis and revisions to accounting estimates are recognised in the period in which the estimate is revised. Significant judgement and estimates are necessary in relation to the following matters:

(a) Judgements The following are critical judgements, apart from those involving estimations, that the Directors have made in the process of preparing the Historical Financial Information. • Provisions and contingent liabilities Provisions are established by the Company based on management’s assessment of relevant information and advice available at the time of preparing the Historical Financial Information. Judgement is required as to whether a present obligation exists and in estimating the probability, timing and amount of any outflows. Judgement is also required as to when contingent liabilities become disclosable. Outcomes are uncertain and dependent on future events.

(b) Estimates • Fair value of financial instruments Those techniques are significantly affected by the assumptions used, including discount rates and estimates of future cash flows. Where market prices are not readily available, fair value is either based on estimates obtained from independent experts, quoted market prices of comparable instruments or unobservable inputs which are considered reasonably possible. In

176 that regard, the derived fair value estimates cannot be substantiated by comparison with independent markets and, in many cases, may not be capable of being realised immediately. • Provisions and contingent liabilities The Company determines the provisions and contingent liabilities based on management’s assessment of relevant information and advice available at the time of preparing the Historical Financial Information. Outcomes are uncertain and dependent on future events. Where outcomes differ from management’s expectations, differences from the amount initially provided are reflected in the consolidated income statement in the period the outcome it determined. • Provisions against trade and other receivables Using information available at the balance sheet date, the directors make judgements based on experience regarding the level of provision required to account for potentially uncollectible receivables. Additionally, the Company uses historical information to estimate a probability of default and determine future expected credit losses.

4. REVENUE

Revenue Revenue is recognised when it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable taking into account any trade discounts and volume rebates granted by the Company. The Company generates revenue from clearing commissions which are recognised on a trade date basis. 12 months to 31 1 month to 1 December 2018 February 2019 $’000 $’000 Commissions and fees ...... 148,377 9,627 Total Revenue ...... 148,377 9,627

5. OPERATING PROFIT

Operating profit Operating profit is calculated after items such as personnel costs, cost of trade, depreciation and amortisation of intangible assets, provision for doubtful debts and charges under leases.

Cost of Trade Cost of trade relate to primarily to exchange fees paid. The Company accounts for costs of trade on an accruals basis, and recognised on the income statement prior to payment. This has been arrived at after charging: 12 months to 31 1 month to 1 December 2018 February 2019 $’000 $’000 Staff costs ...... 24,016 2,016 Cost of trade ...... 117,053 7,873 Occupancy and equipment rental ...... 2,920 247 Depreciation of property, software and equipment ...... 657 44 Information technology and communication ...... 2,276 201 Licenses and registration fees ...... 2,399 190 Professional fees...... 1,312 83 Other expenses ...... 3,683 158 Lease interest expense ...... - 15 Lease depreciation expense ...... - 112 Bank charges ...... 855 76

177 6. STAFF COSTS

Employee benefits

Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Retirement benefits The Company maintains a 401(k) plan for qualified employees. The Company is required to match a percentage of employees contributions up to a defined maximum, and may elect to make further discretionary contributions, subject to certain limitations as set forth in the plan agreement. 12 months to 31 1 month to December 2018 1 February 2019 Number Number Front office ...... 133 133 Control & support ...... 48 48 Average monthly number of staff ...... 181 181

12 months to 31 December 1 month to 2018 1 February 2019 $’000 $’000 Aggregate wages and salaries ...... 21,143 1,579 Employer’s Contributions and Taxes...... 1,252 168 Retirement benefits ...... 151 16 Insurance ...... 1,467 119 Severance ...... 3 134 Total staff costs (note 4) ...... 24,016 2,016

7. FINANCE INCOME AND EXPENSE Finance income is earned on balances held at exchanges, clearing houses, banks and brokers, and on overdrawn client balances. Finance expenses are paid on overdrawn accounts with brokers and exchanges, client and counterparty balances and short-term borrowings. Finance income and expenses are recognised on an amortised cost basis using the EIR method.

Borrowing costs Borrowing costs consist of interest and other costs that are incurred in connection with the borrowing of funds and are expensed in the income statement over the period of the borrowing facility as part of the EIR. 12 months to 31 December 1 month to 2018 1 February 2019 $’000 $’000 Interest income Bank interest income ...... 25,863 2,568 Interest income on financial instruments ...... 876 208 26,739 2,776

Finance expense Bank interest expense ...... (855) (15) Credit facility interest expense ...... (1,134) (26) Other interest expense ...... (12,277) (1,329)

178 Lease interest expense ...... - (15) (14,266) (1,385)

8. TAXATION The Company is single member limited liability company and is treated as a disregarded entity for federal and most state income tax purposes. The Company does not file any tax returns, but its taxable income is reported as part of RCG Holdings’ tax returns (previous parent company – post acquisition forms part of Marex North America LLC’s tax returns). RCG Holdings is a limited liability company whose income or loss is includible in the tax returns of its members.

9. PROPERTY, SOFTWARE AND EQUIPMENT Property, equipment and software includes own used properties, leasehold improvements, information technology hardware, externally purchased and internally generated software, as well as communication and other similar equipment. Property, equipment and software is measured at cost less accumulated depreciation and accumulated impairment losses and is reviewed at each reporting date for indication of impairment. Software development costs are capitalised only when the costs can be measured reliably and it is probable that future economic benefits will arise. Depreciation of property, equipment and software begins when they are available for use (i.e. when they are in the location and condition necessary for them to be capable of operating in the manner intended by management). Depreciation is calculated on a straight-line basis over an asset’s estimated useful life. The estimated useful economic lives of the Company’s property, equipment and software are:

Leasehold improvements over the remaining length of the lease or 20% per annum straight-line, where appropriate

Computer equipment 20% to 50% per annum straight-line

Software 20% to 50% per annum straight-line

Property, equipment and software are generally tested for impairment at the appropriate cash- generating unit (CGU) level, alongside goodwill and intangible assets. An impairment charge is however only recognised for such assets if both the asset’s fair value less costs of disposal and value in use (if determinable) is below its carrying amount. The fair value of such an asset, other than property which has a market price, is generally determined using a replacement cost approach that reflects the amount that would be currently required by a market participant to replace the service capacity of the asset. If such assets are no longer used they are tested individually for impairment. Leasehold Computer improvements equipment Software Total $’000 $’000 $’000 $’000 At 1 January 2018...... 180 6,552 494 7,226 Additions ...... 8 453 - 461 At 31 December 2018 ...... 188 7,005 494 7,687

Disposals ...... - 136 - 136 At 1 February 2019 ...... 188 7,141 494 7,823

Leasehold Computer improvements equipment Software Total $’000 $’000 $’000 $’000 Depreciation At 1 January 2018...... 134 5,704 382 6,220 Charge for the year ...... 13 603 41 657 At 31 December 2018 ...... 147 6,307 423 6,877

179 Charge for the period ...... 1 41 2 44 At 1 February 2019 ...... 148 6,348 425 6,921

Net book value At 31 December 2018 ...... 41 698 71 810

At 1 February 2019 ...... 40 793 69 902

10. FINANCIAL INSTRUMENTS – PLEDGED AND UNPLEDGED

(a) Pledged as collateral Financial instruments pledged as collateral comprise of US Treasuries which will fully mature by 31 December 2019. As at 1 February 2019, the Company has pledged $752,871,000 (2018:$363,367,000) US Treasuries to counterparties as collateral for financing transactions. Financial instruments which have been pledged in this way are held under certain terms and conditions set out in specific agreements with each counterparty. In these agreements it is generally stated that whilst the US Treasury is pledged at the counterparty the Company cannot: • sell or transfer the financial instrument; • dispose of the financial instrument; or • have any third-party rights associated with the financial instrument whereby it can be used as security towards any further financing activities.

(b) Unpledged As at 1 February 2019, unpledged financial instruments comprise of $50,881,000 (2018:$29,265,000) US Treasuries which will fully mature by 31 December 2019.

11. TRADE AND OTHER RECEIVABLES 31 December 1 February 2018 2019 $’000 $’000 Amounts due from exchanges, clearing houses and other counterparties ...... 37,449 95,863 Other debtors ...... 731 2,976 38,180 98,839

Included in the amounts due from exchanges, clearing houses and other counterparties are segregated balances of $13,971,000 in 2018 and $65,246,000 in 2019 and non-segregated balances of $23,478,000 in 2018 and $30,617,000 in 2019. Trade receivables disclosed above are measured at amortised cost. Trade receivables are assessed on an individual basis for impairment, with a provision of 2019: $nil (2018: $nil) recognised for the Company’s entire exposure on the impaired trade receivable. The provision is inclusive of specific provisions and amounts recognised under expected credit losses. The directors consider that the carrying amount of trade and other receivables is not materially different to their fair value.

12. TRADE AND OTHER PAYABLES 31 December 2018 1 February 2019 $’000 $’000 Amounts due to exchanges, clearing houses and other counterparties ...... 812,970 1,148,773 Accruals ...... 14,061 11,238 827,031 1,160,011

180

As at 1 February 2019, included in the amounts due to exchanges, clearing houses and other counterparties are segregated balances of $1,118,562,000 (2018: $1,244,881,000) and non-segregated balances of $40,182,000 (2018: $1,777,000). As at 31 December 2018, included in the amounts due to exchanges, clearing houses and other counterparties are amounts due to customers and noncustomers of $1,223,554 and amounts due to Clearing organisations of $23,104,000. As at 1 February 2019, included in the amounts due to exchanges, clearing houses and other counterparties are amounts due to customers and non-customers of $1,158,358 and amounts due to Clearing organisations of $386,000. The carrying amount of trade and other payables is not materially different to their fair value.

13. LEASE COMMITMENTS

Pre 1 January 2019 (IAS 17) Rentals payable under operating leases are charged to the income statement on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. The Company has entered into commercial leases on its properties. The lessee has the options of renewal on each of these leases subject to negotiation between the Company, as lessee, and each landlord in the period preceding the expiration of each lease. There were no restrictions placed upon the lessee by entering into these leases. The total future minimum lease payments (including service charge) are due as follows: 31 December 2018 $’000 Within one year ...... 1,456 In the second to fifth years inclusive ...... 1,830 After five years ...... - 3,286

14. LEASES

Post 1 January 2019 (IFRS 16) The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (assets including, but not limited to, tablets and personal computers, small items of office furniture and telephones). For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: • Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable; The lease liability is presented as a separate line in the consolidated statement of financial position.

181 The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: • The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. • The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). • A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. The right-of-use assets are presented as a separate line in the consolidated statement of financial position. The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property, Plant and Equipment’ policy. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are included in the line “Other operating expenses” in profit or loss. As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components and instead account for any lease and associated non-lease components as a single arrangement. The Company has not used this practical expedient. For contracts that contain a lease component and one or more additional lease or non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. Right of use asset $’000 Right of use assets As at 1 January 2019 ...... 3,069 Depreciation charged to income statement ...... (112) 1 February 2019 ...... 2,957

Lease liability Lease liabilities $’000 As at 1 January 2019 ...... 3,069 Interest expense charged to income statement ...... 14 Payment of lease liabilities ...... (121) At 1 February 2019 ...... 2,962

The nature of the leases valued at 1 January 2019 relate to real estate. The weighted average incremental borrowing rate applied to lease liabilities recognised in the statement of financial position as at 1 February 2019 is 5.63%.

182 At 31 December 2018 there is no difference between operating lease commitments disclosed applying IAS 17, discounted using the incremental borrowing rate at the date of initial application and the lease liabilities recognised in the statement of financial position at the date of initial application. No disclosures are required for the following items listed below since they are not applicable to the current lease arrangements: • variable lease payments, • subleasing arrangements • residual value guarantees • leases not yet commenced • restrictions or covenants • sale and leaseback transactions • extension and termination options

15. FINANCIAL INSTRUMENTS

(a) Capital risk management The Company is subject to regulatory restrictions and minimum capital requirements. The Company had net capital in excess of the requisite minimum requirements. These requirements are designed to ensure institutions have an adequate capital base to support the nature and scale of their operations. Management of regulatory capital forms an important part of the Company’s risk governance structure. A robust programme of regular monitoring and review takes place to ensure the Company is in adherence to local rules and has capital in excess of external and internal limits. Regular submissions are made and constantly maintained with internal limits assessed against the Company’s risk appetite, as determined by management. No changes were made in objectives, policies or processes for managing capital during the year.

(b) Categories of financial instruments Set out below, is an analysis of the Company’s categories of financial assets as at 31 December 2018 and 1 February 2019. Amortised FVTPL cost Total $’000 $’000 $’000 Financial assets: Cash and cash equivalents ...... - 10,054 10,054 Financial instruments pledged ...... 363,367 363,367 Repurchase agreements ...... 474,590 - 474,590 Trade and other receivables ...... - 38,180 38,180 Financial instruments unpledged ...... 29,265 - 29,265 31 December 2018 ...... 867,222 48,234 915,456

Amortised FVTPL cost Total $’000 $’000 $’000 Financial assets: Cash and cash equivalents ...... - 10,149 10,149 Financial instruments pledged ...... 752,871 - 752,871 Repurchase agreements ...... 332,320 - 332,320 Financial instruments unpledged ...... 50,881 - 50,881 Trade and other receivables ...... - 98,839 98,839 1 February 2019 ...... 1,136,072 108,988 1,245,060

183 Amortised FVTPL cost Total Financial liabilities: $’000 $’000 $’000 Amounts due to exchanges, clearing houses and other counterparties ...... 812,970 - 812,970 Derivative instruments...... 752 - 752 Accruals ...... - 14,061 14,061 31 December 2018 ...... 813,722 14,061 827,783

Amortised FVTPL cost Total Financial liabilities: $’000 $’000 $’000 Amounts due to exchanges, clearing houses and other counterparties ...... 1,148,773 - 1,148,773 Derivative instruments...... 729 - 729 Accruals ...... - 11,238 11,238 Lease liabilities ...... - 2,962 2,962 1 February 2019 ...... 1,149,502 14,200 1,163,702

(c) Financial risk management objectives The Company’s activities expose it to a number of financial risks including credit risk and liquidity risk. The Company manages these risks through various control mechanisms and its approach to risk management is both prudent and evolving. Overall responsibility for risk management rests with the Company’s management. Dedicated resources within the Risk Department control and manage the exposures of the Company, the positions of its clients and its exposures to its counterparties as well as operational exposures, within the risk appetite set by the senior management.

Credit risk The maximum credit risk exposure relating to financial assets is represented by the carrying value as at the balance sheet date. Credit risk in the Company principally arises from cash and cash equivalents deposited with third party institutions, exposures from transactions and balances with exchanges and clearing houses, and exposures resulting from transactions and balances relating to customers and counterparties, some of which have been granted credit lines. The Company only makes treasury deposits with banks and financial institutions that have received approval from the Company’s management. These deposits are also subject to counterparty limits with respect to concentration and maturity. The Company’s exposure to customer and counterparty transactions and balances is managed through the Company’s credit policies and, where appropriate, the use of initial and variation margin credit limits in conjunction with overall position limits for all customers and counterparties. These exposures are monitored both intraday and overnight. The limits are set by the Company’s management.

Credit quality The table below does not take into account collateral held. 31 December 1 February 2018 2019 $’000 $’000 A and above ...... 789,623 1,033,144 BBB+ ...... 49,261 39,500 Lower and unrated ...... 76,572 172,416 915,456 1,245,060

184

31 December 1 February 2018 2019 Financial assets $’000 $’000 Repurchase agreements ...... 474,590 332,320 Financial instruments pledged ...... 363,367 752,871 Financial instruments unpledged ...... 29,265 50,881 Trade and other receivables ...... 38,180 98,839 Cash and cash equivalents ...... 10,054 10,149 915,456 1,245,060

Interest rate risk The Company’s exposure to interest rate fluctuations is limited through the offset that exists between the bulk of its interest bearing assets and interest bearing liabilities. Since the return paid on client liabilities is generally reset to prevailing market interest rates on an overnight basis, the Company is only exposed for the time it takes to reset its investments which are held at rates fixed for a maturity which does not exceed three months, with the exception of US Treasuries which have a maturity of up to two years.

Concentration risk To mitigate the concentration of credit risk exposure to a particular single customer, counterparty or group of affiliated customers or counterparties, the Company monitors these exposures carefully and ensures that these remain within pre-defined limits. Large exposure limits are determined in accordance with appropriate regulatory rules. Further concentration risk controls are in place to limit exposure to clients or counterparties within single countries of origin and operation through specific country credit risk limits as set by the Board Risk Committee. The largest concentration of cash balances as at 31 December 2018 was 28.22% to a US- based, A rated global banking group. The largest concentration of cash balances as at 1 February 2019 was 16.55% to a US-based, BBB- rated global banking group. The largest concentration of exposures to exchanges, clearing houses and other counterparties as at 1 February 2019 was 33% (2018: 37%) to the CME (2018: CME).

Liquidity risk The Company defines liquidity risk as the failure to meet its day-to-day capital and cash flow requirements. Liquidity risk is assessed and managed by the Company on a daily basis. To mitigate liquidity risk, the Company has implemented robust cash management policies and procedures that monitor liquidity daily to ensure that the Company has sufficient resources to meet its margin requirement at clearing houses and third party brokers. In the event of a liquidity issue arising, the Company has recourse to existing global cash resources after which it could draw down on $135 million credit facilities both secured, subordinated and revolving credit facilities as noted below. There are strict guidelines followed in relation to products and tenor into which excess liquidity can be invested. Excess liquidity is invested in highly liquid instruments, such as cash deposits with financial institutions for a period of less than three months and US Treasuries with a maturity of up to two years. For assets not marked-to-market there is no material difference between the carrying value and fair value.

Liquidity risk exposures The following table details the Company’s available financing facilities and annually committed credit agreements at the end of respective reporting periods:

185 31 December 1 February 2018 2019 $’000 $’000 Financing facilities Unsecured revolving line of credit, reviewed annually and payable at call: Amount used ...... - - Amount unused ...... 35,000 35,000 35,000 35,000

Secured revolving credit facility, reviewed annually: Amount used ...... - - Amount unused ...... 75,000 75,000 75,000 75,000

Subordinated Revolving loan agreement: Amount used ...... - - Amount unused ...... 25,000 25,000 25,000 25,000 The Group had the above three credit facilities totalling $135,000,000, all of which were unutilised during the period under which the Historical Financial Information has been prepared. The unsecured revolving credit line expired on 25 September 2019, the secured revolving credit line did not have an expiry and the subordinate revolving credit line expired on 15 June 2020. The subordinated revolving credit facility requires the Company to maintain minimum amounts of member’s equity and adjusted net capital. Interest on the amount utilised is calculated at a floating rate consisting of: • Revolving credit line required interest at the prime rate. • The secured revolving credit line charged interest at Fed Funds plus 2.5%. • The subordinated revolving loan charged interest at 3-month USD LIBOR plus 6%.

Liquidity risk exposures The following table details the Company’s contractual maturity for non-derivative financial liabilities. Derivative financial liabilities are all on demand. Less than 3 3 to 12 1 to 5 On demand months months years Total $’000 $’000 $’000 $’000 $’000 Amounts due to exchanges, clearing houses and other counterparties ...... 813,722 - - - 813,722 Accruals ...... - 14,061 - - 14,061 At 31 December 2018 ... 813,722 14,061 - - 827,783

Less than 3 3 to 12 1 to 5 On demand months months years Total $’000 $’000 $’000 $’000 $’000 Amounts due to exchanges, clearing houses and other counterparties ...... 1,148,773 - - - 1,148,773 Accruals ...... - 11,238 - - 11,238 Lease liabilities ...... - 367 1,085 1,510 2,962 At 1 February 2019 ...... 1,148,773 11,605 1,085 1,510 1,162,973

186

Shown below is the Company’s contractual maturity for non-derivative financial assets. Less than 3 3 to 12 1 to 5 On demand months months years Total $’000 $’000 $’000 $’000 $’000 Repurchase agreements ...... - 363,934 110,656 - 474,590 Financial instruments pledged ...... 1,413 112,379 249,575 - 363,367 Financial instruments unpledged ...... 7,137 502 19,933 1,693 29,265 Investments ...... 1,640 - - - 1,640 Trade and other receivables ...... 24,351 11,750 1,988 91 38,180 Cash and cash equivalents ...... 10,054 - - - 10,054 At 31 December 2018 ... 44,687 488,564 382,152 1,784 917,096

Less than 3 3 to 12 1 to 5 On demand months months years Total $’000 $’000 $’000 $’000 $’000 Repurchase agreements ...... - 236,782 95,538 - 332,320 Financial instruments pledged ...... 365,144 71,458 264,206 52,063 752,871 Financial instruments unpledged ...... 2,361 14,555 25,451 8,514 50,881 Trade and other receivables ...... 95,476 1,030 2,300 33 98,839 Investments ...... 2,020 - - - 2,020 Cash and cash equivalents ...... 10,149 - - - 10,149 At 1 February 2019 ...... 475,150 323,825 387,495 60,610 1,247,080

Fair value measurement The information set out below provides information about how the Group determines fair values of various financial assets and financial liabilities. The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable: • level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; • level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and • level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The Company’s assets and liabilities measured at fair value are reported using quoted market prices. Financial instruments that are pledged are valued using quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency are classified as level 1. As the financial instruments are US Government securities and therefore are valued based on quoted market yields, they are classified within level 1. Amounts due from exchanges, clearing and other counterparties are mostly in the form of cash which is intrinsically at fair value and are therefore reported under level 1, alongside repurchase

187 agreements the consideration for which is cash which again is the reason that it is reported under level 1. The derivative liabilities are not material for the purposes of this disclosure.

16. SEGREGATED ASSETS Assets segregated or held in separate accounts under the Commodity Exchange Act (CEAct) which are not included in the statement of financial position are disclosed alongside segregated assets which are. 31 December 2018 1 February 2019 $’000 $’000 Segregated cash at banks (not recognised) ...... 433,688 9,970 Financial instruments ...... 343,926 858,515 Amounts due from exchanges, clearing houses and other counterparties ...... 13,971 65,246 Repurchase agreements ...... 474,590 292,770 1,266,175 1,226,501

17. PROVISIONS AND CONTINGENT LIABILITIES The Company did not record any provisions on the balance sheet as at 1 February 2019 (2018: $nil). For contingencies, the Company has guaranteed bank loans of $40,000 for certain customers who are members of commodity futures exchanges. These guarantees expire on various dates through 6 April 2021 and are secured by exchange memberships with an approximate fair value of $335,000. In the event these parties default on their loans and the value of the collateral is insufficient to pay the loans in full, the Company would be required to perform under these guarantees. Management believe that proceeds from liquidation of the collateral would cover the maximum potential amount of future payments under these guarantees. The Company is a clearing member of various commodity exchanges. Related to these memberships, the Company may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations to these exchanges. The Company’s guarantee obligations would only occur on the unlikely event of a default and any contingent liabilities under these membership agreements cannot be estimated whilst the risk of likelihood is remote.

18. RELATED PARTY TRANSACTIONS

(a) Parent and ultimate controlling party The Company provides clearing services whilst compensating certain members of RCG Holdings for introducing clients to RCG. The amounts recorded have been noted below. 12 months to 31 December 1 month to 1 2018 February 2019 $’000 $’000 Clearing services income ...... 9,974 23,320 Client introductory fees charged ...... (1,933) 108

(b) Key Management Personnel There were no key management personnel who were remunerated for their services by the entity.

19. EVENTS AFTER THE BALANCE SHEET DATE No non-adjusting events took place after the balance sheet date.

20. CARVE-OUT As stated in note 1, the trade and assets of RCG were purchased on 1 February 2019 by Marex North America LLC in exchange for a total cash consideration of $84,122,000. As a purchase of assets post the acquisition Marex North America LLC elected to measure the acquired assets at fair value. To allow the readers of the Historical Financial Information to assess the impact of the RCG acquisition on Marex

188 Spectron Group Limited’s consolidated financial statements, the assets which were purchased has been carved out from the RCG balance sheet as noted below. Assets and Liabilities acquired 1 February 2019 Assets/Liabilities by Marex North $’000 not purchased America LLC Assets Non-current assets Property, software and equipment ...... 902 248 653 Right of use asset ...... 2,957 - 2,957 Investments ...... 2,020 1,851 170 Other assets ...... 718 - 718 Repurchase agreements ...... - - - Total non-current assets ...... 6,597 2,099 4,498

Current assets Repurchase agreements ...... 332,320 - 332,320 Financial instruments pledged ...... 752,871 - 752,871 Financial instruments unpledged ...... 50,881 8,514 42,367 Trade and other receivables ...... 98,839 2,796 96,043 Cash and cash equivalents ...... 20,120 6,430 13,690 Total current assets ...... 1,255,031 17,740 1,237,291 Total assets ...... 1,261,628 19,839 1,241,789

Assets and Liabilities acquired 1 February 2019 Assets/Liabilities by Marex North $’000 not purchased America LLC Liabilities Current liabilities Derivative instruments ...... 729 729 - Lease liability ...... 1,452 - 1,452 Trade and other payables ...... 1,169,982 359 1,169,623 Total current liabilities ...... 1,172,163 1,088 1,171,075

Lease liability ...... 1,510 - 1,510 Non-Current liabilities ...... 1,510 - 1,510 Total liabilities ...... 1,173,673 1,088 1,172,585 Total net assets ...... 87,955 18,751 69,204

Equity Members’ capital ...... 87,955 18,751 69,204 Total equity ...... 87,955 18,751 69,204

INCOME STATEMENT Income and expense not 1 month to 1 attributable to the Income Statement February 2019 Carve-Out for the Carve-Out $’000 $’000 $’000 Revenue ...... 9,627 (95) 9,532 Operating expenses ...... (10,393) 83 (10,310) Interest income ...... 2,776 - 2,776 Finance expense ...... (1,385) - (1,385) Operating profit ...... 625 (12) 613

189

Other expense ...... (158) - (158) Profit before taxation ...... 467 (12) 455 Tax ...... - - Profit after taxation ...... 467 (12) 455

21. TRANSITION TO IFRS As stated in note 1, this Historical Financial Information has been prepared in accordance with International Financial Reporting Standards (IFRSs) as issued by the IASB. The information as at 31 December 2018 was taken from the audited financial statements of RCG, which was originally prepared under US GAAP. The following tracks the adjustments required from US GAAP to IFRS. US GAAP IFRS US GAAP IFRS 12 months to 12 months to 1 month to 1 month to 31 December 31 December 1 February 1 February 2018 IFRS 2018 2019 IFRS 2019 $’000 Transition $’000 $’000 Transition $’000 Revenue ...... 148,377 - 148,377 9,627 9,627 Operating expenses . (151,488) - (151,488) (10,403) 10 (10,393) Interest income ...... 26,739 - 26,739 2,776 - 2,776 Finance expense ...... (14,266) - (14,266) (1,370) (15) (1,385) Operating profit ...... 9,362 - 9,362 630 (5) 625

Other expense ...... (3,683) - (3,683) (158) - (158) Profit before taxation ...... 5,679 - 5,679 472 (5) 467 Tax ...... - - - - - Profit after taxation ...... 5,679 - 5,679 472 (5) 467

STATEMENT OF CHANGES IN MEMBERS’ EQUITY 12 months to 12 months to 1 month to 1 month to 31 December 31 December 1 February 1 February 2018 IFRS 2018 2019 IFRS 2019 $’000 Transition $’000 $’000 Transition $’000 Members’ equity, beginning of year...... 77,136 - 77,136 93,220 - 93,220 Net income ...... 5,679 - 5,679 472 (5) 467 Other contributions, additions, distributions and withdrawals, net ... 10,405 - 10,405 (5,732) - (5,732) Members’ equity, end of year ...... 93,220 - 93,220 87,960 (5) 87,955

US GAAP 12 IFRS 12 US GAAP 1 IFRS 1 months to months to month to month to 31 December 31 December 1 February 1 February 2018 IFRS 2018 2019 IFRS 2019 $’000 Transition $’000 $’000 Transition $’000 Assets Non-current assets Property, software and equipment ...... 810 - 810 902 - 902 Right of use asset .... - - - - 2,957 2,957 Investments ...... 1,640 - 1,640 2,020 - 2,020 Other assets ...... 3,097 - 3,097 718 - 718

190 Repurchase agreements ...... 5,067 - 5,067 - - - Total non-current assets ...... 10,614 - 10,614 3,640 2,957 6,597

Current assets Repurchase agreements ...... 469,523 - 469,523 332,320 - 332,320 Financial instruments pledged ...... 363,367 - 363,367 752,871 - 752,871 Financial instruments unpledged ...... 29,265 - 29,265 50,881 - 50,881 Trade and other receivables ...... 38,180 - 38,180 98,839 - 98,839 Cash and cash equivalents ...... 443,742 (433,688) 10,054 20,120 (9,971) 10,149 Total current assets ...... 1,344,077 (433,688) 910,389 1,255,031 (9,971) 1,245,060 Total assets ...... 1,354,691 (433,688) 921,003 1,258,671 (7,014) 1,251,657

US GAAP 12 US GAAP 12 US GAAP 1 US GAAP 1 months to months to month month to 31 December 31 December 1 February 1 February 2018 IFRS 2018 2019 IFRS 2019 $’000 Transition $’000 $’000 Transition $’000 Liabilities Current liabilities Derivative instruments ...... 752 - 752 729 - 729 Lease liability ...... - - - - 1,452 1,452 Trade and other payables ...... 1,260,719 (433,688) 827,031 1,169,982 (9,971) 1,160,011 Total current liabilities ...... 1,261,471 (433,688) 827,783 1,170,711 (8,519) 1,162,192

Lease liability ...... - - - - 1,510 1,510 Non-Current liabilities ...... - - - - 1,510 1,510 Total liabilities ...... 1,261,471 (433,688) 827,783 1,170,711 (7,009) 1,163,702 Total net assets ...... 93,220 - 93,220 87,960 (5) 87,955

Equity Members’ capital ...... 93,220 - 93,220 87,960 (5) 87,955 Total equity ...... 93,220 - 93,220 87,960 (5) 87,955

191 Section D: Accountant’s report on the historical financial information of the Rosenthal Collins Group

Deloitte LLP Hill House 1 Little New Street London EC4A 3TR

Phone: +44 (0)20 7936 3000 Fax: +44 (0)20 7583 0112 www.deloitte.co.uk

The Board of Directors on behalf of Marex Spectron Group Limited 155 Bishopsgate London EC2M 3TQ

14 May 2021

Dear Sirs/Mesdames Marex Spectron Group Limited We report on the financial information of Rosenthal Collins Group LLC (“RCG” or the “Company”) for the year ended 31 December 2018 and one month ended 1 February 2019 set out in Part X of the registration document dated 14 May 2021 of Marex Spectron Group Limited (the “Registration Document”). This report is required by Annex 1 item 18.3.1 of the UK version of Commission delegated regulation (EU) 2019/980 (the “Prospectus Delegated Regulation”) and is given for the purpose of complying with that requirement and for no other purpose. Opinion on financial information In our opinion, the financial information gives, for the purposes of the Registration Document, a true and fair view of the state of affairs of the Company as at 31 December 2018 and 1 February 2019 and of its profits, cash flows and changes in equity for the year ended 31 December 2018 and one month ended 1 February 2019 in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union. Responsibilities The Directors of the Company are responsible for preparing the financial information in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union. It is our responsibility to form an opinion on the financial information and to report our opinion to you. Save for any responsibility arising under Annex 1 item 1.2 of the Prospectus Delegated Regulation to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Annex 1 item 1.3 of the Prospectus Delegated Regulation, consenting to its inclusion in the Registration Document. Basis of preparation This financial information has been prepared for inclusion in the Registration Document on the basis of the accounting policies set out in Note 2 of the financial information. Basis of opinion We conducted our work in accordance with Standards for Investment Reporting issued by the Financial Reporting Council in the United Kingdom. We are independent of the Company in accordance with the FRC’s Ethical Standard as applied to Investment Circular Reporting Engagements, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

192 Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity's circumstances, consistently applied and adequately disclosed. We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices. Conclusions Relating to Going Concern In performing this engagement on the financial information, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial information is appropriate. Based on the work we have performed, we have not identified any material uncertainties related to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from 14 May 2021. Declaration For the purposes of item 1.2 of Annex 1 to the Prospectus Delegated Regulation, we are responsible for this report as part of the Registration Document and declare that to the best of our knowledge the information contained in this report is in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Registration Document in compliance with Annex 1 item 1.2 of the Prospectus Delegated Regulation and for no other purpose. Yours faithfully

Deloitte LLP

Deloitte LLP is a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at 1 New Street Square, London EC4A 3HQ, United Kingdom. Deloitte LLP is the United Kingdom affiliate of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NSE LLP do not provide services to clients.

193 PART XI

ADDITIONAL INFORMATION

1. Responsibility The Company, the Directors and the Proposed Director, whose names appear in paragraph 1 of Part VII (Directors, Proposed Director, Senior Managers and Corporate Governance) of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company, the Directors and the Proposed Director, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.

2. Incorporation and registered office The Company was incorporated and registered in England and Wales on 4 November 2005 as a private company limited by shares with the name Viewfood Limited and the registered number 05613060. On 16 December 2005, the Company changed its name to Marex Group Limited, and, on 4 July 2011, further changed its name to Marex Spectron Group Limited. The Company is domiciled in the United Kingdom. Its head office, registered office and principal place of business is at 155 Bishopsgate, London, EC2M 3TQ. The telephone number of the Company’s registered office is +44 (0)20 7655 6000 and its Legal Entity Identifier is 549300DWX0SVICJAL507. The principal legislation under which the Company operates, and pursuant to which its shares have been created, is the Companies Act 2006 and the regulations made thereunder.

3. Organisational structure The Company is the ultimate holding company of the Group.

3.1. Group Marex’s principal subsidiaries and associated undertakings as at the date of this document (each of which is considered by Marex to be likely to have a significant effect on the assessment of the assets and liabilities, the financial position or the profits and losses of the Group) are as follows: Country of Proportion of voting Name of subsidiary incorporation rights held (%) Marex Spectron International Limited...... England and Wales 100% Marex Hong Kong Limited ...... Hong Kong 100% Tangent Trading Holdings Limited ...... England and Wales 100% CSC Commodities UK Limited ...... England and Wales 100% Marex Spectron Europe Limited ...... Ireland 100% Marex Financial ...... England and Wales 100% Marex North America Holdings Inc...... US 100% Spectron Services Limited ...... England and Wales 100% Volatility Performance Fund S.A...... Luxembourg 100% Marex North America LLC ...... US 100% Marex Spectron USA, LLC ...... US 100% X-Change Financial Access, LLC ...... US 100% Tangent Trading Limited ...... England and Wales 100% Marex Spectron Asia Pte. Ltd...... Singapore 100% Spectron Energy (Asia) Pte Ltd ...... Singapore 100% Spectron Energy Inc...... US 100% BIP AM SAS ...... France 100% StarSupply Petroleum Europe B.V...... Netherlands 100%

3.2. History of the Company’s share capital A history of the share capital of the Company for the period covered by the historical financial information set out in this document is set out below. As at 1 January 2018, being the first date of the period covered by the Company’s historical financial information set out in this document, the Company’s share capital comprised:

194 Class Number Nominal value per share Ordinary Shares ...... 106,491,588 $0.000165 Non-Voting Ordinary Shares ...... 3,986,376 $0.000165 Deferred Shares ...... 106,798,427 $1.65 Growth Shares ...... 13,981,025 $0.000165 In addition, as at 1 January 2018, 474,806 Series 2010 Growth Options were held by employees and former employees. See paragraph 10.4 of this Part XI for more information. On 31 December 2019, the Group issued 12,200,000 Growth Shares of $0.000165 each, and on 28 December 2020, 1,109,022 Growth Shares were consolidated, subdivided and redesignated as 111 Deferred Shares of $1.65 each. On 31 December 2020, the Group issued a further 2,225,000 Growth Shares of $0.000165 each.

3.3. Issued share capital The issued fully paid up share capital of the Company as at the date of this document is as follows: Class Number Nominal value per share Ordinary Shares ...... 106,491,588 $0.000165 Non-Voting Ordinary Shares ...... 3,986,376 $0.000165 Deferred Shares ...... 106,798,538 £0.000469(1) Growth Shares ...... 27,297,003 $0.000165

(1) Pursuant to a written shareholder resolution passed on 22 March 2021 as a special resolution by the members of the Company, the Company approved a reduction of capital using the solvency statement procedure to reduce the nominal value of the Deferred Shares from $1.65 to $0.000651 per share in order to create distributable reserves. Pursuant to a written shareholder resolution passed on 10 May 2021 as an ordinary resolution by the members of the Company, the Company approved the redenomination of the Deferred Shares from US dollars into pounds sterling resulting in a new nominal value of the Deferred Shares of £0.000469 per share.

3.4. History of the Company’s dividends The following table sets out the dividends paid by the Company for the years ended 31 December 2020, 2019 and 2018: Dividend per weighted Aggregate dividend Year ended 31 December number of shares(1) amount Payment date 2020(2) - - - 2019 $0.13 $18,195,000 11 May 2020 2018 - - -

(1) Dividend per weighted number of shares is calculated by dividing the aggregate dividend amount by the weighted average number of outstanding Ordinary Shares, Non-Voting Ordinary Shares and Growth Shares during the year. (2) On 7 May 2021, the Directors approved the payment of a dividend of $20 million for the year ended 31 December 2020 to be paid prior to admission to trading of a majority of the Company's shares.

4. Rights attached to shares For further information about the rights attached to the different classes of Company’s share capital under the Articles of Association see paragraph 6 of this Part XI.

5. Dividend policy The Company aims to pay dividends out of post-tax profits, subject to maintaining sufficient working capital, alongside investing in its business to support future growth.

6. Memorandum and Articles of Association The Memorandum of Association and Articles of Association are available for inspection as described in paragraph 18 of this Part XI. The Articles of Association, which were adopted pursuant to a special resolution on 28 December 2020, contain (among others) provisions to the following effect:

195 6.1. Limited liability The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

6.2. Share classes The Company’s share capital is made up of a number of different classes of shares, all of which are listed in paragraph 3.3 of this Part XI. Set out in the paragraphs below is a description of the rights attaching to each class of shares.

6.3. Rights attaching to share classes

6.3.1. Dividends and income The Company may pay dividends and interim dividends to the holders of Ordinary Shares and Non- Voting Ordinary Shares pro rata to the amount of Ordinary Shares and Non-Voting Ordinary Shares respectively held by them. The holders of Growth Shares and Deferred Shares shall not be entitled to any dividends in respect of such shares.

6.3.2. Capital On a winding-up, the assets of the Company available for distribution shall be applied in the following order of priority: • in paying a sum equal to £1.00 to be distributed to the holders of Deferred Shares in accordance with the number of Deferred Shares held by them; • in paying each of the holders of the Growth Shares, the sums due to them in accordance with paragraph 6.3.4 below; • the balance to the holders of the equity shares pro-rata to their holding of such shares; and • in the event of a sale, the consideration shall be distributed amongst the selling holders in order of preference set out above.

6.3.3. Voting The holders of the Ordinary Shares (or their proxies) shall be entitled to receive notice of, attend and vote at any general meeting. If the vote is conducted by way of a show of hands, the holder of Ordinary Shares shall have one vote. If the vote is conducted by a poll, then each holder of Ordinary Shares shall have a vote for every Ordinary Share held by them. The holders of the Non-Voting Ordinary Shares, the Growth Shares and the Deferred Shares shall not be entitled to receive notice of, attend or vote at any general meeting in respect of such shares. No member shall be entitled to vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy, unless all calls or other sums presently payable by such member in respect of shares of the Company have been paid. A resolution put to vote at a general meeting shall be taken by a show of hands, unless a poll is demanded. A demand for a poll may be taken at a general meeting. The poll shall be taken as the chairman shall direct and the result of the poll shall be the resolution of the meeting where the poll was demanded. A poll relating to the election of a chairman or an adjournment must be taken at the meeting, whilst a poll relating to any other question shall take place no later than 30 days following the demand. Unless provided at the meeting in which the poll was demanded, 7 days’ clear notice specifying the time and place at which the poll is to be taken shall be delivered.

6.3.4. Redemption and conversion The Growth Shares entitle a holder thereof to redeem such shares on a redemption date at a redemption price. The redemption price is calculated in accordance with the Articles. The Company shall have the power and authority at any time to purchase all or any of the Deferred Shares for an aggregate consideration of £1.00. The Company shall also be entitled to cancel the Deferred Shares without paying any consideration to the holders of such shares.

6.4. Lien The company shall have a first and paramount lien on every share for all moneys payable at a fixed time or called in respect of that share.

196 6.5. Issue of shares No Ordinary Share or Non-Voting Ordinary Share shall be issued or allotted unless they are first offered on no less favourable terms to the then current holders of Ordinary Shares and Non-Voting Ordinary Shares, pro rata to the existing shares then respectively held by them. This shall not apply to an offer to subscribe for Non-Voting Ordinary Shares made to some or all of the current and/or prospective employees of any member of the Group. The Company may not issue Growth Shares where, on the date of issue of such shares, the proportion of Growth Shares in issue would exceed 20% of the issued share capital of the Company.

6.6. Transfer and transmission of shares Neither the Non-Voting Ordinary Shares nor the Growth Shares may be transferred, charged or disposed without the consent of the holders of a majority of the Ordinary Shares. Shares which are not fully paid may be transferred by means of an instrument of transfer, or in any other form approved by the Directors, executed by or on behalf of the transferor and by or on behalf of the transferee.

6.7. Drag along Where Amphitryon Limited (“Amphitryon”) has received an offer from a bona fide, arm’s length, unconnected prospective purchaser to sell or otherwise transfer all, but not only some, of the shares registered in its name and which Amphitryon is willing to accept, Amphitryon shall have the right to require each of the remaining shareholders to accept such offer in respect of their shares on substantially the same terms.

6.8. Tag along If at any time Amphitryon proposes to sell or otherwise transfer any of the issued shares held by it to a third-party, it shall first grant the remaining shareholders the opportunity to transfer a pro-rata portion of their shares to the proposed purchaser on substantially the same terms.

6.9. Directors

6.9.1. Number of Directors The Articles provide that there shall be a minimum of one Director appointed to the board of the Company.

6.9.2. Appointment and removal Amphitryon shall be entitled to appoint and remove the following Directors: • the Directors nominated on behalf of JRJ Investor 1 Limited Partnership; • the Directors nominated on behalf of certain investors in Amphitryon other than JRJ Investor 1 Limited Partnership; • the Directors who are employees of the Company and nominated by the remaining Directors after consultation with the chief executive officer of the Company; and • the Directors who are independent of Amphitryon, Ocean Ring Jersey Co. Limited (“Ocean Ring”) and the Company. For so long as Ocean Ring or its affiliated transferees between them: (i) hold 19.4% of the issued share capital of the Company, it shall be entitled to appoint two Directors and remove such Directors; or (ii) hold 9.45% of the issued share capital, it shall be entitled to appoint one Director and remove such Director.

6.9.3. Proceedings of Directors The directors may regulate their proceedings as they see fit. The quorum for a meeting of Directors shall be two eligible Directors.

6.9.4. Voting of Directors A decision of the Directors is taken when all eligible Directors indicate to each other by any means that they share a common view on a matter. Such a decision may take the form of a resolution in writing,

197 where each eligible Director has signed one or more copies of it, or to which each eligible Director has otherwise indicated agreement in writing. A decision may not be taken if the eligible Directors would not have formed a quorum at such a meeting.

6.9.5. Transactions with the Company A Director may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested. In such instances, the Director shall maintain his rights as a Director and must still perform his obligations as a Director. The aforegoing is subject to the Director disclosing the full nature and extent of his interest to and obtaining authority from the remaining Directors.

6.9.6. Power to authorise conflicts of interest The Directors may authorise any matter proposed to them by any Director which would, if not authorised, involve a Director breaching his duty under section 175 of the Companies Act 2006 to avoid a conflict of interest.

6.9.7. Alternate Directors Any Director may, by written notice, appoint any person (including another Director) to be his alternate Director and may in like manner at any time terminate such appointment. Such appointment, unless previously approved by the Directors, shall have effect only upon and subject to being so approved.

6.9.8. Indemnity Each Director shall be entitled to be indemnified by and out of the assets of the Company against all costs, charges, losses, expenses and liabilities incurred by such Director in the actual or purported execution and/or discharge of his duties and/or in the exercise or purported exercise of his powers and/or in connection with the activities of the Company.

6.10. Dividends Dividends shall be paid according to the amounts paid up or credited as paid on the shares on the date of any resolution or the decision to declare and pay it.

7. Directors’, Proposed Director’s and Senior Managers’ interests

7.1. Other directorships Save as set out below, none of the Directors, the Proposed Director or the Senior Managers have been a member of any partnerships or held any directorships of any other company (other than subsidiaries of the Company), at any time in the last five years prior to the date of this document: Previous directorships and Director/Proposed Director/Senior Current directorships and partnerships held in the Manager partnerships previous five years Directors Carla Stent ...... Malherbe Limited This Is The Big Deal Limited Post Office Limited JPMorgan Elect Plc Power To Change Trustee Limited Savernake Technology Limited MCS Advisory Limited Littlefish FX Limited Savernake Capital Limited Savernake Management Limited Smith & Williamson Investment Services Limited Smith & Williamson Financial Services Limited Smith & Williamson Corporate Finance Limited NCL Investments Limited

198 Previous directorships and Director/Proposed Director/Senior Current directorships and partnerships held in the Manager partnerships previous five years Smith & Williamson Holdings Limited Smith & Williamson Investment Management LLP Smith & Williamson LLP Bestinvest (Consultants) Limited HW Financial Services Limited Index Fund Advisors Limited Tilney Financial Planning Limited Tilney Investment Management Tilney Investment Management Services Limited Tilney Asset Management Limited Tilney Asset Management Services Limited Tilney Discretionary Portfolio Management Limited Tilney Discretionary Investment Management Limited Tilney Smith & Williamson Limited HFS Milbourne Financial Services Limited

Ian Lowitt ...... - -

Paolo Tonucci ...... Tonucci Limited Tonucci Consulting Limited(1) Commonwealth Insurance Holdings Limited Colonial Holding Company Limited

Affordable Housing and Lord Stanley Fink ...... Healthcare Group Limited Earth Capital Partners LLP Affordable Infrastructure UK Investment Management Limited The Global Party Limited Absolute Return for Kids (ARK) Key-2 Luxury Limited(1) ARK Academies Projects Limited ARK Schools ARK UK Programmes Aspinall Financial Services Limited Association of British Neurologists Beetle Capital Partners LLP BlackBullion Limited British Pearl Group Limited British Pearl Limited Bud Financial Limited C&UCO Management Limited C&UCO Properties Limited C&UCO Services Limited Clenzair Limited Edcity Development Limited

199 Previous directorships and Director/Proposed Director/Senior Current directorships and partnerships held in the Manager partnerships previous five years Edcity Management Company Limited Edcity Office Eligo Club Limited eToro UK Limited Fink Properties Limited Gencore Limited Hawkwood International Limited Hay Hill Wealth Management Limited Keystone Capital (JV Subsidiary) Limited Outward VC Fund LLP Oxford Centre for Hebrew and Jewish Studies Project Etopia Group Limited Seneca Learning Limited

Diane Moore ...... Cantor Fitzgerald Ireland Limited SteadyPay Limited Axis Bank UK Limited MUFG Securities EMEA plc Decartem Limited Mental Health Foundation Cantor Fitzgerald Europe Habib Bank Limited

Jeremy Isaacs ...... JRJ Group Limited Monecor (Europe) Limited Food Freshness Technology Nomad Foods Limited (UK) Holdings Limited Radius Global Infrastructure Holdings Limited (previously Landscape Acquisition Holdings Nomad Foods Limited (BVI) Limited) Elljay Limited Maleberry Limited(1) Cherwell Films LLP LSBI LLP Chelmer Films LLP FDP LLP Maddox RP LLP JRJ Investments Limited JRJ Ventures LLP JRJ Jersey Limited Go Acquisition Corp. Noah’s Ark - The Children’s Hospice Noah’s Ark Trading Limited The J Isaacs Charitable Trust Support Trustee Limited Excel Limited Kytos Limited JRJ Team General Partner Limited

Roger Nagioff ...... Amphitryon Limited Redstrike Group Limited Redstrike Holdings Limited Monecor (London) Limited JRJ Investments Limited RN Hatfield Limited JRJ Ventures LLP Pointcharm Limited Fireaway Inc Leys Village Limited

200 Previous directorships and Director/Proposed Director/Senior Current directorships and partnerships held in the Manager partnerships previous five years RBN Ventures Limited The Movement for Reform Judaism Demica Limited Fusion Elstree Lawns Limited Demica Holdings Limited Fusion BH Limited(1) Maddox RP LLP Fusion Mill Hill Limited(1) Gedrite Limited FGD CF Limited(1) JRJ (Americas) Corp Village Homes (Southern) LLP(1) Student Construction Holdings LLP Fusion Beech Hill (No.2) Limited Questpit Limited Fusion Bushey Limited Risk Limited Fusion Highgate Limited Fusion Residential Management Fusion Residential Equity Limited LLP Fusion 22 Beech Hill Troy Homes (Elstree Lawns) Management Limited Limited Fusion Eight Watford Road Limited LSBI LLP Fusion Gaisgill Limited Fusion Global Developments Holdings Limited Fusion Property Contracts Limited Fusion Global Developments LLP Aramis Developments Limited(2) Village Homes (Hatfield) LLP Topstar Properties Limited(2) RN Fusion Limited Fusion NRW Limited Fusion Fortune Lane LLP Fusion 389 Cockfosters Road LLP Redstrike Golf (UK) Limited

Henry Richards ...... Optimum SME Finance Limited - 15 Redcliffe Square Co Limited

Food Freshness Technology Daniel Hallgarten...... PepTC Vaccines Limited Holdings Limited KREM Global Limited Covid Biopharma Limited Treos Bio Limited BXR Advisory Partners LLP BXR Partners LLP The Kadas Prize Foundation The Badur Foundation HGT Management LLP

Trilantic Events Management S.à Joseph Cohen ...... Trilantic Capital Partners LLP r.l. Trilantic Europe Limited 3aaa: Skills Topco Limited Trilantic Capital Partners LP Inc. 3aaa: Skills Midco Limited Trilantic Capital Management LLP 3aaa: Skills Bidco Limited Trilantic Capital Partners IV Europe Lux GP S.à r.l. Fizz Beverage S.à r.l.

201 Previous directorships and Director/Proposed Director/Senior Current directorships and partnerships held in the Manager partnerships previous five years Trilantic Capital Partners Management Limited Ocean Trade Lux Co S.à r.l. Ocean Ring Jersey Co. Limited YM&U TopCo Limited YM&U MidCo 1 Limited YM&U MidCo 2 Limited YM&U Group Services Limited GDM TopCo Limited GDM Limited GDM MidCo 1 Limited GDM MidCo 2 Limited GDM MidCo 3 Limited GDM Bidco Limited Harley House (Marylebone) Mgmt Limited Harley House Freehold Limited St. Christopher's School (Hampstead) Limited

Proposed Director Ed Warner ...... Air Partner plc British Basketball Federation Blackrock Energy & Resources Income Trust plc British Equestrian Federation Blackrock Energy and Resources Securities Income Company Limited UK Athletics LMAX Limited London Championships Limited LMAX Broker Limited London 2017 Limited LMAX Exchange Group Limited Panmure Gordon & Co Limited Palace for Life Foundation Standard Life Private Equity Trust DCI Asset Management Ireland Limited DCI Ireland Fund plc DCI UCITS ICAV DCI Umbrella Fund plc Great Britain Wheelchair Rugby Limited HarbourVest Global Private Equity Limited

Senior Managers Simon van den Born...... - -

Bastien Declercq ...... - BGC Services LLP Nikia Capital Limited

Jeremy Elliott ...... Nalder-Elliott d.o.o. -

Nilesh Jethwa ...... Noah’s Ark Children’s Hospice Ardent Media Limited(2) Innsworth Holdings Limited

Thomas Texier ...... - R.J. O’Brien Limited R.J. O’Brien (UK) Limited R.J. O’Brien France SAS

202 Previous directorships and Director/Proposed Director/Senior Current directorships and partnerships held in the Manager partnerships previous five years R.J. O’Brien MENA Limited R.J. O’Brien (Europe) Limited

Ram Vittal ...... KaraHomes LLC -

(1) Company has been dissolved following a voluntary strike-off. (2) Company is in members' voluntary liquidation.

7.2. Interests of Directors, Proposed Director and Senior Managers in the share capital of Marex Save as disclosed in this paragraph 7.2, none of the Directors, the Proposed Director or the Senior Managers nor their immediate family members or connected persons have any interests (beneficial or non-beneficial) in the share capital of the Company or its subsidiaries.

7.2.1. Share interests The interests in the share capital of the Company of the Directors, the Proposed Director and the Senior Managers (including beneficial interests or interests of a person connected with a Director, the Proposed Director or a Senior Manager) are, as at the date of this Registration Document, as follows: Non-Voting Ordinary Shares Growth Shares % of share Director/Senior Manager No. of shares class No. of shares % of share class Directors Carla Stent(1) ...... - - 138,668 0.51% Ian Lowitt(2) ...... 112,782 2.83% 7,132,667 26.13% Paolo Tonucci(3) ...... 113,860 2.86% 2,750,000 10.07% Lord Stanley Fink(4) ...... - - 111,668 0.41% Diane Moore ...... - - - - Jeremy Isaacs(5) ...... - - - - Roger Nagioff(6) ...... - - - - Henry Richards ...... - - - - Daniel Hallgarten...... - - - - Joseph Cohen ...... - - - - Proposed Director Ed Warner ...... - - - - Senior Managers Simon van den Born(7) ...... 46,930 1.18% 2,700,000 9.89% Bastien Declercq(8) ...... 50,000 1.25% - - Jeremy Elliott(9) ...... 10,000 0.25% 450,000 1.65% Nilesh Jethwa(10) ...... 70,000 1.76% 250,000 0.92% Thomas Texier(11) ...... 10,000 0.25% 200,000 0.73% Ram Vittal(12) ...... 70,000 1.76% 500,000 1.83%

(1) Of the 138,668 Growth Shares held by Carla Stent, 100,000 Growth Shares are held on her behalf by Intertrust Employee Benefit Trustee Limited (“Intertrust”) as nominee. (2) The Non-Voting Ordinary Shares held by Ian Lowitt are held by Intertrust as nominee. Of the 7,132,667 Growth Shares held by Ian Lowitt, 4,500,000 Growth Shares are held on his behalf by Intertrust as nominee. (3) The Non-Voting Ordinary Shares and Growth Shares held by Paolo Tonucci are held on his behalf by Intertrust as nominee. (4) Lord Stanley Fink has an interest in a fund affiliated with JRJ Group, which is an indirect shareholder of Amphitryon Limited, representing an indirect economic interest of 0.25% in the share capital of the Company. (5) Jeremy Isaacs has an interest in a fund affiliated with JRJ Group, which is an indirect shareholder of Amphitryon Limited, representing an indirect economic interest of 7.40% in the share capital of the Company. In addition, Jeremy Isaacs is a trustee (but not a beneficiary) of The J Isaacs Charitable Trust which has interests in funds affiliated with JRJ Group, which are indirect shareholders of Amphitryon Limited, representing an indirect economic interest of 0.97% in the share capital of the Company. (6) Roger Nagioff has an interest in a fund affiliated with JRJ Group, which is an indirect shareholder of Amphitryon Limited, representing an indirect economic interest of 2.87% in the share capital of the Company.

203 (7) The Non-Voting Ordinary Shares held by Simon van den Born are held on his behalf by the Intertrust as nominee. Of the 2,700,000 Growth Shares held by Simon van den Born, 2,500,000 Growth Shares are held on his behalf by Intertrust as nominee. (8) The Non-Voting Ordinary Shares held by Bastien Declercq are held on his behalf by Intertrust as nominee. (9) The Non-Voting Ordinary Shares held by Jeremy Elliott are held on his behalf by Intertrust as nominee. Of the 450,000 Growth Shares held by Jeremy Elliott, 250,000 Growth Shares are held on his behalf by Intertrust as nominee. (10) The Non-Voting Ordinary Shares and Growth Shares held by Nilesh Jethwa are held on his behalf by Intertrust as nominee. (11) The Non-Voting Ordinary Shares and Growth Shares held by Thomas Texier are held on his behalf by Intertrust as nominee. (12) The Non-Voting Ordinary Shares and Growth Shares held by Ram Vittal are held on his behalf by Intertrust as nominee.

None of the Directors, the Proposed Director or the Senior Managers hold Ordinary Shares or Deferred Shares. Growth Shares and Non-Voting Ordinary Shares will be converted into Ordinary Shares at admission to trading of a majority of the shares. As described in paragraph 10.4 of this Part XI, in the case of the Growth Shares, the conversion ratio will depend on the market capitalisation of the Company at the time of admission to trading of a majority of the shares relative to the market capitalisation at the time such Growth Shares were issued and subsequent adjustments to market capitalisation. Different series of Growth Shares will therefore convert into different numbers of Ordinary Shares. In the context of an admission to trading and in accordance with the terms on which the 2016, 2019 and 2020 series of Growth Shares were issued, holders of those Growth Shares may also receive a cash payment or be issued additional Ordinary Shares reflecting the value of dividends paid by the Company since those Growth Shares were issued. It is currently expected that the aggregate value of such cash or additional Ordinary Shares would be approximately $6 million. Taking into account the incentive awards referred to in paragraph 7.2.2 of this Part XI, it is currently anticipated that, at admission to trading of a majority of the shares, Directors will hold or be interested in, in aggregate, 3% to 5% of the total Ordinary Shares in issuance and Senior Managers will hold or be interested in, in aggregate, approximately 3% of the total Ordinary Shares in issuance. Taking into account the incentive awards referred to in paragraph 7.2.2 of this Part XI, it is currently anticipated that, at admission to trading of a majority of the shares, management and current employees of the Group (including Executive Directors and Senior Managers, as well as other managers and employees) will hold or be interested in, in aggregate, 7% to 10% of the total Ordinary Shares in issuance and former employees will hold or be interested in, in aggregate, a further 3% to 5% of the total Ordinary Shares in issuance. The aggregate percentage interest of the Directors, the Proposed Director and the Senior Managers in voting rights in respect of the issued ordinary share capital of the Company as at the date of this document was nil. The Directors, the Proposed Director and the Senior Managers have no interest in the shares of the Company’s subsidiaries.

7.2.2. Share awards In addition to the interests in shares of the Directors and Senior Managers described above, the following Directors and Senior Managers have awards granted over shares, as described in paragraph 10 of this Part XI, as set out below: No. and class of Price per Director/Senior Manager Date of award shares share Vesting date Directors Ian Lowitt(1) ...... 30 April 2021 268,282 Ordinary nil One year following the Shares admission to trading of a majority of the Company’s shares Ian Lowitt(2) ...... 15 November Ordinary Shares nil Three tranches: the first 2019 with a value of $8 shortly following the million admission to trading of a majority of the shares, the second one year following such admission and the third 22 months following such admission

204 No. and class of Price per Director/Senior Manager Date of award shares share Vesting date Paolo Tonucci(2) ...... 15 November Ordinary Shares nil Three tranches: the first 2019 with a value of $1 shortly following the million admission to trading of a majority of the shares, the second one year following such admission and the third 24 months following such admission Senior Managers Simon van den Born...... 4 December 2012 875,171 Non- $4.00 Immediately prior to the Voting Ordinary occurrence of certain Shares corporate events Simon van den Born(2) ...... 15 November Ordinary Shares nil Three tranches: the first 2019 with a value of $1 shortly following the million admission to trading of a majority of the shares, the second one year following such admission and the third 22 months following such admission Nilesh Jethwa(3) ...... 23 March 2021 Ordinary Shares nil Over five years with a value of commencing on 31 $10 million January 2022

(1) Non-Voting Ordinary Shares which may be used to satisfy the award held by Ian Lowitt are held by the EBT. (2) Ian Lowitt, Paolo Tonucci and Simon van den Born have each entered into management incentive plan agreements, as described at paragraph 10.1 of this Part XI. (3) Nilesh Jethwa has arrangements with the Group under which he will be entitled to be granted an option over shares in the Company with a value of $10 million following admission to trading of a majority of the shares, calculated by reference to the value of an Ordinary Share upon admission. The option will vest as to 20% per annum commencing on 31 January 2022. In addition, all Group employees, including the Executive Directors and the Senior Managers, shall each be eligible to receive an award of Ordinary Shares worth $2,000 on or shortly following admission to trading of a majority of the shares of the Company.

7.3. Share purchases Pursuant to share buyback arrangements, the Company offered certain ex-employees the opportunity to sell shares and surrender options over shares in the capital of the Company they held to the EBT in June 2020 and certain ex-employees elected to sell or surrender such interests. These shares were subsequently offered by the Company to, and acquired from the EBT by, certain Directors (including the Chief Executive Officer and the Chief Financial Officer) and members of senior management (including the President and other Senior Managers) in December 2020 and January 2021. Such acquisitions represented in aggregate approximately 0.8% of the Company's issued share capital. The shares were acquired by the EBT and by the subsequent purchasers at market value as calculated based on a multiple of the Group's earnings for the year ended 31 December 2019 applying a discount that the Directors and the Proposed Director believe is customary for similar valuations and appropriate where there is no public trading market for the shares. Each acquirer of such shares in January 2021 is subject to lock-in arrangements pursuant to which each acquirer may not transfer any interest in (i) 50% of such acquired shares until on or after the first anniversary of the occurrence of certain corporate events and (ii) the remaining 50% of such acquired shares until on or after the second anniversary of the occurrence of certain corporate events.

7.4. Confirmations and conflicts of interest

7.4.1. Confirmations Save as disclosed under paragraph 7.1 of this Part XI, at the date of this document, none of the Directors, the Proposed Director or the Senior Managers has during at least the previous five years prior to the date of this document: • any convictions in relation to fraudulent offences;

205 • been a member of the administrative, management, supervisory body or senior management of a company associated with any bankruptcies, receiverships or liquidations or a company been put into administration; or • been subject to any official public incrimination or sanctions by any statutory or regulatory authorities (including designated professional bodies) or been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer. There are no family relationships between any of the Directors, the Proposed Director or the Senior Managers.

7.4.2. Conflicts of interest Save as disclosed below, none of the Directors, the Proposed Director or the Senior Managers have any actual or potential conflicts of interest between any duties they owe to the Company and any private interests or other duties he or she may also have. Jeremy Isaacs, Roger Nagioff and Henry Richards were appointed as Non-Executive Directors by and represent JRJ Group; Daniel Hallgarten was appointed as a Non-Executive Director by Forty Two Point Two Acquisition Limited (“FTPTAL”) and represents BXR Group; and Joseph Cohen was appointed as a Non-Executive Director by Ocean Ring and represents Trilantic Europe. Amphitryon is the controlling shareholder of the Company and is beneficially owned by JRJ Group and BXR Group. Ocean Ring is an existing shareholder of the Company and is legally and beneficially owned by, among others, Trilantic Europe. Each of the Directors has a statutory duty under the Companies Act 2006 to avoid conflicts of interest with the Company and to disclose the nature and extent of any such interest to the Board. As permitted by the Articles and the Companies Act 2006, the Board may authorise any matter which would otherwise involve a Director breaching this duty to avoid conflicts of interest. See also paragraph 13.3 of this Part XI for a summary of the undertakings which Ocean Ring and Amphitryon have provided pursuant to the Shareholders’ Agreement.

7.4.3. Transactions with Directors, the Proposed Director and Senior Managers No Director, Proposed Director or Senior Manager has, or has had, any interest in any transaction which is or was unusual in its nature or conditions or which is, or was, significant in relation to the business of the Group and which was effected by any member of the Group during the current or immediately preceding financial year, or during any earlier financial year, and remains in any respect outstanding or unperformed. There are no outstanding loans granted by the Company or any Group company to any of the Directors, the Proposed Director or the Senior Managers nor has any guarantee been provided by the Company or any Group company for their benefit. Carla Stent is the 50% owner of MCS Advisory Ltd, which has previously provided consultancy services to the Group. Each of Jeremy Isaacs and Roger Nagioff has an indirect interest in the general partner of JRJ Investor 1 Limited Partnership. Pursuant to the Shareholders' Agreement, the general partner of JRJ Investor 1 Limited Partnership receives an annual management fee from the Company. See the summary of the Shareholders' Agreement in paragraph 13.3 below for more information.

7.4.4. Director appointment arrangements Save as disclosed in paragraphs 6.9.2 and 13.3 of this Part XI, there are no arrangements or understandings with major Shareholders, customers, suppliers or others pursuant to which any Director, the Proposed Director or any Senior Manager was selected as a director or senior manager (as the case may be).

8. Summary of remuneration and benefits A summary of the amount of remuneration paid to the Directors and the Proposed Director (including any contingent or deferred compensation) and benefits in kind granted for the year ended 31 December 2020 is set out in the tables below. The Directors and the Proposed Director are categorised in their positions as at date of this document for these purposes.

206 The Group has not set aside or accrued any amounts to provide for pension, retirement or similar benefits in relation to the Directors, the Proposed Director or the Senior Managers in the Company’s last financial year, which ended on 31 December 2020.

8.1. Executive Directors

Pension and Director Salary Bonus Benefits Total Ian Lowitt ...... $2,750,000 $1,250,000 $30,791 $4,030,791 Paolo Tonucci ...... £375,000 £1,925,000 £2,890 £2,302,890 In addition, on 31 December 2020 Paolo Tonucci acquired 1,250,000 Growth Shares at market value pursuant to the arrangements described in paragraph 10.4 of this Part XI as part of remuneration arrangements for the year ended 31 December 2020. See paragraph 9.1.4 of this Part XI for further details of the Executive Directors' expected future employment arrangements in connection with the admission to trading of a majority of shares in the Company.

8.2. Non-Executive Directors

Director Fees Benefits Total Carla Stent(1) ...... £68,333 - £68,333 Lord Stanley Fink ...... £60,000 - £60,000 Diane Moore(2)...... £30,051.28 - £30,051.28 Jeremy Isaacs ...... - - - Roger Nagioff ...... - - - Henry Richards ...... - - - Daniel Hallgarten...... - - - Joseph Cohen ...... - - -

(1) In the year ended 31 December 2020, the Group also paid £90,000 for consultancy services provided by MCS Advisory Ltd, a company 50% owned by Carla Stent. (2) In February 2021, Diane Moore received fees of £30,051.28 in respect of her appointment as a Non-Executive Director (subject to FCA confirmation of her appointment) for the year ended 31 December 2020.

8.3. Proposed Director

Proposed Director Fees Benefits Total Ed Warner ...... - - -

8.4. Senior Managers The aggregate total remuneration (including any contingent or deferred compensation) and benefits in kind paid or granted to the Senior Managers by the Company and its subsidiaries during the year ended 31 December 2020 was £11,064,530. Senior Managers acquired 700,000 Growth Shares at market value pursuant to the arrangements described in paragraph 10.4 of this Part XI in the year ended 31 December 2020. The Company anticipates a moderate increase in the cash cost of remuneration for Senior Managers in the medium term as a result of factors including the granting of a one-off award to a Senior Manager that vests on an annual basis over the next five years.

9. Directors’ and Proposed Director’s terms of employment

9.1. Executive Directors The Company has the following Executive Directors: Ian Lowitt, Chief Executive Officer; and Paolo Tonucci, Chief Financial Officer.

9.1.1. General terms Ian Lowitt is currently employed by MNA pursuant to a service agreement dated 9 May 2016, as amended on 29 March 2019 and 31 December 2019. Ian Lowitt is seconded to MF pursuant to a

207 secondment agreement dated 9 May 2016. Paolo Tonucci is currently employed by MF pursuant to a service agreement dated 12 January 2018, as amended on 9 September 2020. Ian Lowitt and Paolo Tonucci currently receive annual base salaries of $2,750,000 and £375,000, respectively. Each of Ian Lowitt and Paolo Tonucci is eligible for an annual discretionary bonus payment based on a combination of Company and individual performance objectives. In addition, Ian Lowitt currently receives a benefits package which includes the reimbursement of his reasonable business expenses, the reimbursement of his reasonable costs in the preparation of his UK tax return, eligibility for the Group personal pension scheme and eligibility to participate in Group insurance plans, and Paolo Tonucci currently receives a benefits package which includes the reimbursement of his reasonable business expenses, eligibility for the Group personal pension scheme, eligibility to participate in Group insurance plans and a season ticket loan. In addition to public holidays, the Executive Directors are entitled to 30 days of holiday in each calendar year.

9.1.2. Termination provisions The service contract of Ian Lowitt, and his secondment, is terminable on not less than twelve months’ notice by either party and the service contract of Paolo Tonucci is terminable on not less six months’ written notice by either party. At any time after notice of termination has been served by either party, in the case of Ian Lowitt, the relevant employing company or the Board may place Ian Lowitt on administrative leave, or, in the case of Paolo Tonucci, the relevant employing company may place Paolo Tonucci on garden leave, in each case, for the whole or part of their notice period. The relevant employing company may elect to terminate the employment of Ian Lowitt or Paolo Tonucci immediately by making a payment in lieu of notice, in the case of Ian Lowitt, of an amount equivalent to the value of his base salary and contractual benefits (including any discretionary bonus which may paid at the discretion of the Board) and, in the case of Paolo Tonucci, of an amount equivalent to the value of his base salary, for the notice period. Any payment in lieu of notice made to Ian Lowitt shall not be subject to mitigation. Any such payment in lieu of notice to Paolo Tonucci may be paid in equal monthly instalments and is subject to a duty to mitigate his losses. If MNA or Ian Lowitt serves notice of termination within six months of a change of control, being a liquidity event as defined in the Articles, Ian Lowitt is entitled to elect that he is placed on administrative leave for his notice period and shall be paid an amount equal to 18 months’ base salary and contractual benefits (including any discretionary bonus which may paid at the discretion of the Board), which shall not be subject to mitigation. The relevant employing company may terminate Ian Lowitt’s or Paolo Tonucci’s service contract (or MF may terminate Ian Lowitt's secondment agreement) without notice in the event of, among other things, any act of gross misconduct or any loss of authorisation necessary to perform the duties of his respective position. Ian Lowitt may terminate his employment immediately without notice in certain circumstances, including in the event of a material breach by MNA of the service agreement, in which case he will be made a payment in lieu of notice based on the value of his base salary and contractual benefits (including any discretionary bonus). Each of the Executive Directors is subject to confidentiality undertakings without limitation in time. Following the termination of Ian Lowitt’s employment and secondment, he is subject to restrictions pursuant to both his service agreement and the secondment agreement including a non-compete covenant for a period of nine months and non-solicitation and non-dealing with clients and brokers, non- solicitation and non-hiring of employees and non-interference with clients and suppliers covenants for a period of twelve months. The period of each such covenant shall be reduced by any period of administrative leave. Should MNA enforce the non-compete covenant following termination of Ian Lowitt’s employment for any reason, it shall continue to pay Ian Lowitt his base salary during such period of restriction. Ian Lowitt is also subject to a mutual non-disparagement covenant without limitation in time. Following the termination of Paolo Tonucci’s employment, he is subject to non-competition, non- solicitation of and non-dealing with customers and prospective customers, and non-solicitation and non- hiring of employees covenants for a period of six months, although there is no set set-off for any period spent on garden leave. Paolo Tonucci’s agreement requires him to make prompt disclosures to his employing entity, including any plans for him or any other employee to join a competitor or any wrongdoing by him or any other employee. Both Executive Directors are subject to provisions protecting the relevant employing entity’s intellectual property.

208 9.1.3. Summary Summary details of the service contracts, as amended, entered into with each of the Executive Directors are set out below: Present Notice period Notice period Director Date of appointment expiry date by employer by Director Ian Lowitt ...... 1 November 2012 - 12 months 12 months Paolo Tonucci ...... 4 May 2018 - 6 months 6 months

9.1.4. Future arrangements The Company has agreed with each of the Executive Directors that, in connection with the admission to trading of a majority of shares in the Company, each Executive Director will enter into new terms of employment with the Company, the components of which are expected to reflect customary terms for public companies and will include a basic annual salary, a maximum annual bonus opportunity, an annual deferral of bonus into equity, a long term incentive, a shareholding requirement and access to standard benefits.

9.2. Non-Executive Directors The Company has the following Non-Executive Directors: Carla Stent, the Non-Executive Chair; Lord Stanley Fink and Diane Moore, Non-Executive Directors; Jeremy Isaacs, Roger Nagioff and Henry Richards, Non-Executive Directors nominated by JRJ Group; Daniel Hallgarten, a Non-Executive Director nominated by FTPTAL; and Joseph Cohen, a Non-Executive Director nominated by Ocean Ring.

9.2.1. General terms Carla Stent is paid an annual fee of £300,000 pursuant to an appointment letter with the Company dated 8 March 2019 (as amended). Carla Stent does not receive additional fees for attending or chairing any Board committees. Lord Stanley Fink is paid an annual fee of £70,000 and additional fees of £20,000 per annum for his role as chair of the Risk Committee and £5,000 per annum for his role as an interim member of the Audit and Compliance Committee (for so long as he is an interim member) pursuant to an appointment letter with the Company dated 10 July 2013 and signed on 9 September 2013 (as amended). Diane Moore is paid an annual fee of £70,000 and additional annual fees of £20,000 per annum for her role as chair of the Audit and Compliance Committee, £5,000 per annum for her role as a member of the Nomination Committee and £5,000 per annum for her role as a member of the Remuneration Committee pursuant to a letter of appointment with the Company dated 11 August 2020, signed on 17 August 2020 and taking effect in respect of her appointment from 11 February 2021 (as amended). Each of Carla Stent, Lord Stanley Fink and Diane Moore is entitled to have reimbursed all expenses that they reasonably and properly incur in the performance of their duties as a Non-Executive Director. None of Jeremy Isaacs, Roger Nagioff, Henry Richards, Daniel Hallgarten and Joseph Cohen were appointed pursuant to a letter of appointment and do not receive any fees or benefits in connection with their appointments.

9.2.2. Termination provisions The appointment of Carla Stent is for an initial term of three years from the date of the letter of appointment and terminable on twelve months’ written notice by either party. In addition, Carla Stent’s appointment is subject to the Articles and the Shareholders’ Agreement and, if after any three-year period, Amphitryon Limited elects to remove Carla Stent as a director then her appointment shall terminate automatically. Carla Stent’s appointment shall also terminate automatically if she is retired from office under the Articles. The Company may terminate Carla Stent’s letter of appointment with immediate effect in the event of, among other things, a material breach of her obligations under the letter, any serious or repeated breach or non-observance of her obligations to the Company, if she is guilty of any fraud or dishonesty or has acted in any manner which brings or is likely to bring her or the Company into disrepute or is materially adverse to the interest of the Company, if she is convicted of any arrestable criminal offence, declared bankrupt or is disqualified from acting as a director, or if the FCA has withdrawn its permission for her to continue in her role.

209 The Company may terminate Carla Stent’s appointment at any time and with immediate effect by making her a payment in lieu of the whole or part of her notice period in an amount equivalent to the fee payable for such notice period (or part thereof). Following the termination of Carla Stent’s letter of appointment, Carla Stent is subject to a non-compete covenant for a period of twelve months. The appointment of Lord Stanley Fink is terminable on three months’ written notice by either party. In addition, Lord Stanley Fink’s appointment is subject to the Articles and subject to his continued election by Amphitryon Limited under the terms of the Articles and the Shareholders’ Agreement. The appointment of Diane Moore is for an initial term of three years commencing on the date of approval by the FCA as a senior manager for the purposes of the FCA’s Senior Manager and Certification Regime (“SMCR”) and terminable on three months’ written notice by either the Company or Diane Moore. In addition, Diane Moore’s appointment is subject to the Articles and the Shareholders’ Agreement and if the shareholders do not re-elect her as a director, or she is retired from office under the Articles, then her appointment shall terminate automatically. The Company may terminate Diane Moore’s letter of appointment with immediate effect in the event of, among other things, a failure to discharge her duties or any serious or repeated breach of her obligations, if she is guilty of any fraud or dishonesty or acts in a manner which brings or is likely to bring her or the Company into disrepute or is likely to affect prejudicially the interests of the Company, is convicted of any arrestable criminal offence, is declared bankrupt, is prohibited from being a director by law, or any loss of regulatory approval necessary to perform the duties of her position. Following the termination of Diane Moore’s letter of appointment, Diane Moore is subject to a non- compete covenant for a period of six months in respect of competing businesses and for a period of twelve months in respect of direct competitors. Each of Carla Stent, Lord Stanley Fink and Diane Moore is subject to confidentiality undertakings without limitation in time.

9.2.3. Summary Summary details of the letters of appointment entered into with each of the Non-Executive Directors are set out below: Notice Date of Present expiry period by Notice period Director appointment date Company by Director Carla Stent ...... 9 December 2014 8 March 2022 12 months 12 months Lord Stanley Fink ...... 15 February 2010 - 3 months 3 months Diane Moore ...... 11 February 2021 11 February 2024 3 months 3 months Jeremy Isaacs ...... 15 February 2010 - - - Roger Nagioff ...... 15 February 2010 - - - Henry Richards ...... 31 July 2018 - - - Daniel Hallgarten...... 15 February 2010 - - - Joseph Cohen ...... 7 July 2010 - - -

9.3. Proposed Director

9.3.1. General terms Ed Warner will be paid an annual fee of £70,000 and additional fees of £20,000 per annum for his role as chair of the Remuneration Committee, £5,000 per annum for his role as a member of the Risk Committee, £5,000 per annum for his role as a member of the Nomination Committee and £5,000 per annum for his role as an interim member of the Audit and Compliance Committee (for so long as he is a member) pursuant to an appointment letter with the Company signed on 9 March 2021 and commencing on the date of approval by the FCA as a senior manager for the purposes of the SMCR. Ed Warner will be entitled to have reimbursed all expenses that he reasonably and properly incurs in the performance of his duties as a Non-Executive Director.

9.3.2. Termination provisions The appointment of Ed Warner is for an initial term of three years commencing on the date of approval by the FCA as a senior manager for the purposes of the SMCR and terminable on one month’s written

210 notice by either the Company or Ed Warner. In addition, Ed Warner’s appointment is subject to the Articles and if the shareholders of the Company do not re-elect him as a director, or he is retired from office under the Articles, then his appointment shall terminate automatically. The Company may terminate Ed Warner’s letter of appointment with immediate effect in the event of, among other things, a failure to discharge his duties or any serious or repeated breach of his obligations, if he is guilty of any fraud or dishonesty or acts in a manner which brings or is likely to bring her or the Company into disrepute or is likely to affect prejudicially the interests of the Company, is convicted of any arrestable criminal offence, is declared bankrupt, is prohibited from being a director by law, or any loss of regulatory approval necessary to perform the duties of her position. Following the termination of Ed Warner’s letter of appointment, he is subject to a non-compete covenant for a period of six months in respect of competing businesses and for a period of twelve months in respect of direct competitors. Ed Warner is subject to confidentiality undertakings without limitation in time.

9.3.3. Summary Summary details of the letter of appointment entered into with the Proposed Director are set out below: Notice period Present expiry Notice period by Proposed Proposed Director Date of letter date by Company Director Three years from Ed Warner ...... 9 March 2021 appointment 1 month 1 month

9.4. Directors’ indemnity The Company provides indemnities to its Directors in accordance with its Articles of Association and to the maximum extent permitted by law. As at the date of this document, each Director, and any Director that has resigned during the year, is indemnified out of the assets of the Group in respect of all costs, charges, losses and liabilities, incurred by them in or about the proper execution of their duties.

10. Existing employee incentive plans The Company currently operates the employee incentive arrangements summarised below.

10.1. Management Incentive Plan Each of Ian Lowitt, Paolo Tonucci and Simon van den Born participates in a management incentive plan (“MIP”), pursuant to which they are entitled to receive cash bonuses in three tranches: the first payable shortly following the occurrence of certain corporate events (including the admission to trading of a majority of shares in the Company or a change of control of the Company); the second on the date 12 months following the event; and the third on the date 22 months following the event (in the case of Paolo Tonucci, 24 months following the event). The Company has discretion to determine that payments due under the MIP can be settled (in part or in full) using shares rather than cash. The payments due under the MIP are calculated by reference to the value attributable to the Company at the time of the relevant corporate event. In the context of an admission to trading, the value of MIP payments to be made 12, 22 and 24 months thereafter would be dependent upon changes in the share price from admission to the relevant date.

10.2. Warrant A warrant was granted to Simon van den Born in 2012, resulting in a right for him to purchase 875,171 Non-Voting Ordinary Shares for $4.00 per Non-Voting Ordinary Share immediately prior to the occurrence of certain corporate events (including the admission to trading of a majority of the shares or a change of control of the Company).

10.3. Conditional share award A conditional share award has been granted to Ian Lowitt, entitling him to receive 268,282 Ordinary Shares on the first anniversary of the admission to trading of a majority of the shares.

211 10.4. Growth Shares and Growth Options The Company has offered multiple series of growth shares to employees of the Company, including the Directors and Senior Managers, since 2010 (the “Growth Shares”). Growth Shares participate in the value of the Company above an initial threshold value attributable to the Company, set at a premium to the valuation at the time Growth Shares were issued. The economic value of each “series” of Growth Share is therefore different, as a result of the changing value of the Company over the period in which Growth Shares have been issued. 189,367 Series 2010 Growth Options are currently held by current and former employees of the Company (the “Series 2010 Growth Options”). Series 2010 Growth Options “vest” immediately prior to the occurrence of certain corporate events (including the admission to trading of a majority of the shares or a change of control of the Company), entitling holders to have their Series 2010 Growth Options redeemed for a cash payment equal to the value of their Series 2010 Growth Options. The Company also intends to offer holders the ability to instead receive Series 2010 Growth Shares with equivalent value. In the context of certain corporate events (including the admission to trading of a majority of the shares or a change of control of the Company), any Growth Shares outstanding immediately prior to such event (including Growth Shares issued in satisfaction of the redemption of Series 2010 Growth Options) would either be redeemed for cash or converted into Non-Voting Ordinary Shares with equivalent value. In the context of an admission to trading and in accordance with the terms on which the 2016, 2019 and 2020 series of Growth Shares were issued, holders of those Growth Shares may also receive a cash payment or be issued additional Ordinary Shares reflecting the value of dividends paid by the Company since those Growth Shares were issued. It is currently expected that the aggregate value of such cash or additional Ordinary Shares would be approximately $6 million. The number of Growth Shares held by Directors and Senior Managers is set out in paragraph 7.2.1 of this Part XI. None of the Directors, the Proposed Director or the Senior Managers hold Series 2010 Growth Options.

10.5. Employee Share Purchase Plan Nil cost options over 1,269,805 Non-Voting Ordinary Shares are currently held by current and former employees pursuant to the Company's 2007 Employee Share Purchase Plan (“Nil-cost Options”). All Nil-cost Options are vested. Nil-cost Options may be exercised at any time following the occurrence of certain corporate events (including the admission to trading of a majority of the shares or a change of control of the Company). None of the Directors, the Proposed Director or the Senior Managers hold Nil-cost Options.

10.6. Employee Benefit Trust (EBT) The Company has established the Employee Benefit Trust (“EBT”), which currently holds unencumbered shares that may be used to satisfy the incentive arrangements referred to in this paragraph 10. The EBT is constituted by a trust deed between the Company and an offshore independent professional trustee. The power to appoint and remove the trustee rests with the Company.

11. Pensions The Group operates defined contribution pension schemes for employees of the Company in the United Kingdom, Ireland, France, Norway, the United States and Hong Kong.

12. Significant shareholders In so far as it is known to the Company, the following persons are directly or indirectly interested (within the meaning of the Companies Act 2006) in 3% or more of the Company’s issued share capital as at the date of this Registration Document: Non-Voting Ordinary Shares(1) Ordinary Shares Growth Shares Deferred Shares % of % of % of % of No. of share No. of share No. of share No. of share Shareholder shares class shares class shares class shares class Amphitryon Limited(2)(3) ...... 76,810,373 72.13% 43,401 1.09% - - 77,890,071 72.93%

212 Non-Voting Ordinary Shares(1) Ordinary Shares Growth Shares Deferred Shares % of % of % of % of No. of share No. of share No. of share No. of share Shareholder shares class shares class shares class shares class Ocean Ring Jersey Co. Ltd(4) .... 29,681,215 27.87% - - - - 25,471,983 23.85% ______(1) Only Ordinary Shares carry voting rights. (2) Amphitryon Limited is an investment vehicle of JRJ Group and BXR Group. Through their beneficial ownership of Amphitryon Limited, funds affiliated with JRJ Group have an indirect economic interest of 40.88% in the share capital of the Company and funds affiliated with BXR Group have an indirect economic interest of 28.69% in the share capital of the Company. (3) Jeremy Isaacs and his connected persons have an interest in a fund affiliated with JRJ Group, which is an indirect shareholder of Amphitryon Limited, representing an indirect economic interest of 7.40% in the share capital of the Company. In addition, Jeremy Isaacs is a trustee (but not a beneficiary) of The J Isaacs Charitable Trust, which has interests in funds affiliated with JRJ Group, which are indirect shareholders of Amphitryon Limited, representing an indirect economic interest of 0.97% in the share capital of the Company. (4) Ocean Ring Jersey Co. Limited is an investment vehicle of Trilantic Europe and the shares held by Ocean Ring Jersey Co. Limited are beneficially owned by funds affiliated with Trilantic Europe. So far as Marex is aware, other than the persons listed in this paragraph 12, no person or persons, directly or indirectly, jointly or severally, will exercise or could exercise control over Marex. See paragraphs 6 and 13.3 of this Part XI for further details of the rights, pursuant to the Articles and the Shareholders' Agreement, respectively, of Amphitryon and Ocean Ring. Only Ordinary Shares carry voting rights. The only holders of Ordinary Shares are Amphitryon and Ocean Ring.

13. Material contracts The following is a summary of each material contract, other than contracts entered into in the ordinary course of business, to which the Company or any member of the Group is a party, for the two years immediately preceding the date of publication of this document and a summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the Group which contains any provision under which any member of the Group has any obligation or entitlement which is material to the Group as at the date of this document.

13.1. Revolving Credit Facility On 24 March 2021, the Company entered into an amendment and restatement agreement amending and restating a secured multicurrency revolving facility agreement originally dated 6 June 2014 and previously amended and/or amended and restated from time to time with Lloyds Bank Corporate Markets plc as mandated lead arranger and sole bookrunner, facility agent and security agent and Lloyds Bank Corporate Markets plc, Barclays Bank PLC, Bank of Montreal, London Branch and Industrial and Commercial Bank of China Limited, London Branch as lenders (the “Amended and Restated Facility Agreement”). The Amended and Restated Facility Agreement became effective on 31 March 2021. A committed revolving credit facility of up to $120,000,000 (the “RCF”) is provided under the Amended and Restated Facility Agreement to the Company and MF (as the borrowers). The Amended and Restated Facility Agreement incorporates a swingline facility of up to $35,000,000 (the “Swingline Facility”). Lloyds Bank Corporate Markets plc and Barclays Bank PLC are the lenders for the purposes of the Swingline Facility. Both the Swingline Facility and the RCF are subject to the overall limit of $120,000,000. Certain amendments have been made to the guarantees and security provided in favour of the lenders under the Amended and Restated Facility Agreement, such that following admission to trading of a majority of the Company’s shares the security package will comprise a guarantee from the Company and security over the Company's shares in MF, MSEL, MSIL, Marex North America Holdings Inc. and Spectron Services Limited and over the Company's membership interests in Marex Spectron USA, LLC and MNA. Advances under the RCF and the Swingline Facility may be applied towards the general corporate and working capital purposes of the Group. No amounts advanced under the Swingline Facility may be applied in repayment or prepayment of another loan under the Swingline Facility.

213 The rate of interest on each loan is the percentage rate per annum equal to the aggregate of the margin of 2.2% per annum based on the current S&P long-term credit rating of the Company, which may be adjusted up or down following a change in the S&P rating of the Company (or, if applicable, the long- term credit rating assigned by Fitch or Moody's). The Amended and Restated Facility Agreement contains prepayment and cancellation provisions customary for a facility of this type including illegality, voluntary prepayment and mandatory prepayment on a change of control (excluding a qualifying initial public offering of the Company). The Amended and Restated Facility Agreement also imposes on the Group a requirement to comply with certain undertakings which, among other things, restrict the creation of security over the Group’s assets (with permitted exceptions). The Group is also required to comply with a number of financial covenants, including the requirement to maintain certain financial ratios. Such ratios include a total leverage ratio of less than 3.00:1 (the total leverage ratio being the ratio of net debt to consolidated EBITDA for the 12 months preceding the end of each quarter (the “Relevant Period”)), an interest cover ratio of more than or equal to 3.00:1 (the interest cover ratio being the ratio in any Relevant Period of consolidated EBITDA to the net finance charges for that Relevant Period), a tangible net worth greater than $190,000,000 in respect of any Relevant Period and Adjusted Net Capital (as defined in the Commodity Futures Trading Commission Regulation 1.17) of MNA greater than $100,000,000 in respect of any Relevant Period. The final maturity date of the Amended and Restated Facility Agreement is 30 June 2023, subject to an extension option of 12 months.

13.2. Agreements relating to the Group’s structured notes programme On each of 26 November 2018 and 25 January 2021, MF published a private placement memorandum and entered into a series of agreements in connection with its on-balance sheet programme for the issuance of warrants, certificates and notes (the “Programme”). Under the Programme, MF may issue warrants, certificates or notes (the “Securities”) and any offer of Securities in the United Kingdom or any member state of the EEA will be made pursuant to an exemption from the requirement to produce a prospectus for any of Securities under the Prospectus Regulation. The Securities are not registered under the US Securities Act and may not be sold in the United States or to US investors. Securities issued under the Programme may be listed on a stock exchange or unlisted. The Programme has been approved by the Vienna Stock Exchange and is listed on the Vienna Multilateral Trading System. Further information on the Programme is set out in Part V (Business Overview) of this document. Summaries of the key agreements with respect to the Programme are set out below.

13.2.1. Marex Financial Programme Agreement On each of 26 November 2018 and 25 January 2021, MF entered into a programme agreement with CitiBank N.A., London Branch in respect of the Programme (the “Programme Agreements”). Pursuant to the terms of the Programme Agreements, the Group appointed CitiBank N.A., London Branch as principal programme agent and authentication agent in respect of the Programme (the “Principal Programme Agent”). MF agreed to act as calculation agent in respect of the Programme. MF is liable to pay the commissions and expenses (including any taxes) of the Principal Programme Agent. In addition, MF has agreed to indemnify the Principal Programme Agent against any liabilities incurred in relation to any breach by MF of the Programme Agreement or MF’s own gross negligence or wilful misconduct, unless such liabilities arise as a result of gross negligence or wilful misconduct on the part of the Principal Programme Agent. The Principal Programme Agent has also agreed to indemnify MF for any liabilities resulting from any breach by it of the terms of the Programme Agreements, or such Agent’s gross negligence or wilful misconduct, unless such liabilities have arisen by reason of MF’s own gross negligence or wilful misconduct. The Principal Programme Agent may resign its appointment by giving 30 days’ written notice to MF. MF may at any time terminate the appointment of the Principal Programme Agent, provided that so long as any instrument which is held in a clearing system is outstanding, there will at all times be a Principal Programme Agent. The Programme Agreements are governed by English law and any disputes are subject to the exclusive jurisdiction of the English courts.

13.2.2. Marex Financial Agency Agreement On each of 26 November 2018 and 25 January 2021, MF entered into an agency agreement with CitiBank N.A. London Branch and CitiGroup Global Markets Europe AG in respect of the Programme

214 (the “Agency Agreements”). Pursuant to the terms of the Agency Agreements, the Group appointed CitiGroup Global Markets Europe AG as registrar (“Markets Europe”) and Citibank N.A., London Branch as fiscal agent, paying agent and transfer agent (together, the “Agents”). MF is liable to pay the fees and expenses (including any taxes) of each Agent. In addition, MF has agreed to indemnify each Agent against any liabilities incurred in connection with the Programme, unless such liabilities arise as a result of gross negligence or wilful misconduct on the part of the Agent. The Agents have each agreed to indemnify MF for any liabilities resulting from that Agent’s gross negligence or wilful misconduct,. Any Agent may resign its appointment by giving 30 days’ written notice to MF. However, (i) if any resignation would take effect 30 days or less before or after the maturity date for redemption of any series of structures notes, or the payment date for such series, the effective date of such resignation shall be delayed until the thirtieth day following such date; and (ii) subject to certain limited exceptions, such resignation will not take effect until a successor has been appointed. The appointment of any Agent will terminate automatically in certain customary circumstances, including if the Agent becomes incapable of acting, if the Agent becomes insolvent or if a receiver, liquidator or administrator is appointed in respect of the Agent or its assets. The Agency Agreements are governed by English law and any disputes are subject to the exclusive jurisdiction of the English courts.

13.2.3. Deed of Covenant On each of 26 November 2018 and 25 January 2021, MF entered into a deed of covenant in favour of any accountholder with Euroclear Bank S.A., Euroclear Bank N.V. or Clearstream Banking, société anonyme who holds structured notes under the Programme (the “Deeds of Covenant”). The Deeds of Covenant are intended to take effect as a deed poll for the benefit of such accountholders from time to time. Pursuant to the terms of the Deeds of Covenant, MF constitutes the securities issued pursuant to the Programme and covenants that it will duly perform and comply with the obligations expressed to be undertaken by it in the Programme conditions contained in the private placement memorandum relating the Programme. The Deeds of Covenant are governed by English law and any disputes are subject to the exclusive jurisdiction of the English courts.

13.3. Shareholders’ Agreement On 20 October 2020, the Company entered into an amended and restated shareholders’ agreement with Amphitryon, Ocean Ring and Ocean Trade Lux Co S.à r.l. (“Ocean Trade”) (the “Shareholders’ Agreement”), pursuant to which the Company, Amphitryon, Ocean Ring and Ocean Trade agreed certain matters relating to the governance of the Company. The parties to the Shareholders’ Agreement have agreed that the Shareholders’ Agreement will terminate upon Admission. Under the terms of the Shareholders’ Agreement, Amphitryon has the right to nominate two directors to the Board on behalf of JRJ Ventures LLP and one director to the Board on behalf of FTPTAL. For so long as it holds at least 9.45% of the shares in the Company (excluding any Deferred Shares), Ocean Ring also has the right to nominate one director to the Board (the “Ocean Ring Director”). The remainder of the Board shall comprise not more than three executive directors and not more than six independent directors (unless required by law). All appointments to the Board are subject to the approval of the Nomination Committee, in accordance with the Articles and any applicable FCA rules and regulations. If the Nomination Committee does not approve a shareholder nominated director, the relevant shareholder may nominate an alternative. The Shareholders’ Agreement provides for certain weighted voting rights for the nominee directors depending on the number of nominee directors, and provided that the total number of votes of the JRJ nominee directors and the management directors shall not exceed half the total number of votes of all directors appointed to the Board. Under the Shareholders’ Agreement, the Company has agreed to pay to the general partner of JRJ Investor 1 Limited Partnership a management fee of 2.5% of EBITDA (defined as the sum of the

215 Company’s profit before tax, depreciation and amortisation as they appear as line items in the Company’s audited consolidated accounts) in each year. The Shareholders’ Agreement contains certain reserved matters, which may only be approved if the total number of votes cast in favour thereof by the directors represent at least 65% of the total number of votes that could be cast in respect of that matter. Such matters include the approval of the annual budget and business plan of the Group and any Group company, the acquisition of any business resulting in a total acquisition costs of more than $20 million and any acquisition or disposal of an asset for more than $10 million. Certain other matters require the consent of Amphitryon and Ocean Ring in order to become effective, including any amendment to the Company’s articles of association, any issue of shares in the Company and any winding-up of the Company. Under the Shareholders’ Agreement, each of Amphitryon and Ocean Ring has undertaken that, during the term of the agreement and for a period of 12 months from the date it ceases to be a Shareholder, it will not (i) solicit a client of any Group company in respect of services competitive with those supplied by a Group company, (ii) solicit any person engaged to supply services to the Group in competition with the Group or (iii) solicit any employee, officer, agent or consultant of a Group company (except as a result of a general recruitment campaign). Each of Amphitryon and Ocean Ring has also undertaken that it will not entice any person to breach his or her contract for services with the Group. The Shareholders’ Agreement (and the entitlement of the general partner of JRJ Investor 1 Limited Partnership to a management fee) shall terminate if the Company goes into liquidation, has a winding- up, receiving or administration order made against it or a receiver, manager or administrator is appointed over any of its assets; if Amphitryon, Ocean Ring or any other party to the agreement (or any of their respective transferees) ceases to own any shares in the Company; or upon the admission to trading of the shares in the Company on a recognised investment exchange. The Shareholders’ Agreement is governed by English law and any disputes are subject to the exclusive jurisdiction of the English courts.

13.4. XFA Share Purchase Agreement On 9 November 2020, Marex North America Holdings Inc., as purchaser and XFA Holdings, LLC, as Seller, entered into a membership interest purchase agreement for the sale and purchase of 100% of the membership interest of XFA (the “XFA Share Purchase Agreement”). The aggregate consideration for the transaction comprised: (i) fixed consideration equal to the net asset value of XFA on closing, subject to certain post-closing adjustments; (ii) a premium of $11 million; and (iii) earn out payments equal to 35% of the Company’s profits before tax generated over the relevant calculation period, to be paid annually over a period of 5 years following completion of the acquisition. The XFA Share Purchase Agreement contains customary representations, warranties and covenants made by the Company and XFA Holdings LLC. In addition, XFA Holdings LLC agreed to indemnify the Company for certain liabilities relating to matters arising prior to closing, including tax liabilities and customer claims. The XFA Share Purchase Agreement is governed by the internal laws of the State of Illinois and any disputes are subject to the exclusive jurisdiction of the federal courts of the United States of America or the courts of the state of Illinois.

13.5. RCG Asset Purchase Agreement On 19 December 2018, MNA as purchaser and RCG Holdings, LLC and Rosenthal Collins Group LLC as sellers (the “RCG Sellers”) entered into an asset purchase agreement pursuant to which MNA agreed to acquire substantially all of the business and assets of RCG, including certain client accounts and balances, customer contracts and intellectual property rights (the “Purchased Assets”) (the “RCG Asset Purchase Agreement”). On 1 February 2019, MNA and the RCG Sellers entered into a further agreement pursuant to which the parties agreed to amend certain provisions of the RCG Asset Purchase Agreement. The aggregate consideration for the Purchased Assets comprised: (i) cash consideration of $80.8 million (which included consideration paid for balance sheet assets); and (ii) earn out payments equal to 35% of the net revenue after tax attributable to RCG for each calendar year for the three years following completion, which to date has resulted in an additional payment of $3.3 million. The RCG Asset Purchase Agreement includes customary warranties, representations and covenants. The RCG Asset Purchase Agreement also contains indemnification provisions, under which MNA

216 agreed to indemnify the RCG Sellers for any breach of those representations, warranties and covenants and any losses relating to any Purchased Asset or any liabilities assumed by the Group, subject to certain limitations. The RCG Sellers provided an equivalent indemnity to MNA in respect of any losses incurred by MNA for any breach of the representations, warranties or covenants or any losses in relation to any assets or liabilities excluded from the transaction. The RCG Asset Purchase Agreement is governed by the laws of the State of New York and any disputes are subject to the exclusive jurisdiction of the federal courts of the United States of America or the Courts of the State of New York.

13.6. CSC Share Purchase Agreement On 25 October 2018, the Company, as purchaser, and BGC European Holdings LP, as seller, entered into a share purchase agreement (as amended on 18 January 2019 and 3 May 2019) pursuant to which the Company agreed to acquire the entire issued share capital of CSC (the “CSC Share Purchase Agreement”). The acquisition completed on 18 January 2019. The aggregate consideration paid by the Company to acquire the shares was approximately $20.5 million (subject to certain adjustments on Completion) as well as approximately $15.4 million (representing the net assets of the Company as stated in the agreed completion statement). The CSC Share Purchase Agreement contains customary representations and warranties made by the Company and BGC European Holdings LP. The CSC Share Purchase Agreement is governed by English law and any disputes are subject to the exclusive jurisdiction of English courts.

14. Litigation There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the 12 months prior to the date of this document which may have, or have had in the recent past, significant effects on the Company or the Group’s financial position or profitability.

15. Significant change Save as disclosed below, there has been no significant change in the financial position or financial performance of the Group since 31 December 2020, being the date to which the Group Financial Statements set out in Part X (Historical Financial Information) of this document have been prepared. On 7 May 2021, the Company carried out a reduction of capital of the Deferred Shares resulting in a reduction in the Company's share capital by $176,148,061.85 and an increase in retained earnings of $176,148,061.85.

16. Auditors Deloitte LLP (“Deloitte”) is registered to carry out audit work in the United Kingdom and Ireland by the Institute of Chartered Accountants in England and Wales. Deloitte is the Company’s auditor and audited the financial statements of the Company for the years ended 31 December 2020, 31 December 2019 and 31 December 2018.

17. Consents Deloitte has given and not withdrawn its written consent to the inclusion in this document of its reports (as reproduced in Part X (Historical Financial Information) of this document) and the references thereto in the form and context in which they are included and has authorised the contents of the part of this document which comprise its reports for the purposes of Rule 5.3.2R(2)(f) of the Prospectus Regulation Rules. A written consent under the Prospectus Regulation Rules is different from a consent filed with the SEC under Section 7 of the Securities Act. As the shares in the Company have not been and will not be registered under the Securities Act, Deloitte has not filed and will not be required to file a consent under Section 7 of the Securities Act.

18. Documents available for inspection Copies of the following documents will be available for inspection on the Company’s website at https://www.marex.com/investors for a period of 12 months following the date of this document: • the Memorandum of Association and Articles of Association;

217 • the report of Deloitte on the Group Financial Statements and the RCG Financial Statements set out in Sections B and D, respectively, of Part X (Historical Financial Information of the Group) of this document; • the consent letter referred to in paragraph 17 of this Part XI; and • this document. This document is dated 14 May 2021.

218 PART XII

DEFINITIONS

The following definitions shall apply throughout this document unless the context requires otherwise: “Access World” ...... Access World Logistics (Singapore) Pte Limited “the Acts” ...... the Companies Act 2006 and the Companies Act 1985 “Acquisitions & Disposals the acquisitions and disposals committee established by the Board, Committee” ...... as described in paragraph 5 of Part VII (Directors, Proposed Director, Senior Managers and Corporate Governance) of this document “AIFMD” ...... the Alternative Investment Fund Managers Directive (Directive 2011/61/EU on Alternative Investment Fund Managers) “Amended and Restated Facility has the meaning given in paragraph 13.1 of Part XI (Additional Agreement” ...... Information) of this document “Amphitryon” ...... Amphitryon Limited “Arfinco” ...... Arfinco S.A. “Articles of Association” or “Articles” the articles of association of the Company “Audit and Compliance Committee” ... the audit and compliance committee established by the Board, as described in paragraph 5 of Part VII (Directors, Proposed Director, Senior Managers and Corporate Governance) of this document “BMR” ...... Regulation (EU) 2016/1011 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds “Board” ...... the board of Directors of the Company “Board Executive Committee” ...... the board executive committee established by the Board, as described in paragraph 5 of Part VII (Directors, Proposed Director, Senior Managers and Corporate Governance) of this document “Brexit” ...... the withdrawal of the United Kingdom from the European Union at the end of 31 January 2020 “BRRD” ...... the Bank Recovery and Resolution Directive (Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms) “Business Day” ...... a day (other than a Saturday or Sunday) on which banks are open for general business in London “CAGR” ...... compound annual growth rate “CCPs” ...... central clearing counterparties “CFTC” ...... the US Commodities Futures Trading Commission “Chair” ...... the Chair of the Board “CME” ...... the Chicago Mercantile Exchange “Companies Act 2006” ...... the UK Companies Act 2006, as amended, and the regulations made thereunder “Company” or “Marex” ...... Marex Spectron Group Limited, a company registered in England and Wales with registered number 05613060 “CRD IV” ...... the Capital Requirements Directive “CRR” ...... the Capital Requirements Regulation “CSC” ...... CSC Commodities UK Ltd “Deferred Shares” ...... deferred shares of £0.000469 each in the capital of the Company “Directors” ...... the directors of the Company whose names appear in Part III (Directors, Proposed Director, Company Secretary, Registered Office and Advisers) of this document “EBT” ...... Intertrust Employee Benefit Trustee Limited “EEA” ...... European Economic Area “EMIR” ...... the European Markets Infrastructure Regulation “ESG” ...... environmental, social and governance “EU” or “European Union” ...... the European Union “Executive Directors” ...... Ian Lowitt and Paolo Tonucci “FCA” ...... the Financial Conduct Authority “FCA Handbook”...... has the meaning given to it in paragraph 3.2 of Part VI (Regulatory Overview) of this document

219 “FCM” ...... futures commission merchant “Financial Statements” ...... the Group Financial Statements and the RCG Financial Statements “FINRA” ...... the US Financial Industry Regulatory Authority “FSMA” ...... the Financial Services and Markets Act 2000, as amended “FTPTAL” ...... Forty Two Point Two Acquisition Limited “GDPR” ...... the EU General Data Protection Regulation (EU) 2016/679 “Group” ...... Marex and its subsidiaries from time to time (as defined in the Companies Act 2006) “Group Financial Statements” ...... the historical financial information of the Group as at and for the years ended 31 December 2020, 2019 and 2018 included in Section A of Part X (Historical Financial Information) of this document “Growth Shares” ...... have the meaning given to them in 10.4 of Part XI (Additional Information) of this document “ICE” ...... the Intercontinental Exchange Group “IFRS” ...... International Financial Reporting Standards “ISDA” ...... the International Swaps and Derivatives Association “LBMA” ...... the London Bullion Market Association “LIBOR” ...... the London Interbank Offer Rate “LME” ...... the “MAR” ...... the UK version of the Market Abuse Regulation (Regulation (EU) 596/2014) and its delegated and implementing regulations, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented “MAS” ...... Monetary Authority of Singapore “Memorandum of Association” ...... the memorandum of association of the Company “MF” ...... Marex Financial “MHKL” ...... Marex Hong Kong Limited “MiFID II” ...... EU Directive 2014/65/EU on markets in financial instruments, as amended “MNA” ...... Marex North America LLC “MSAPL” ...... Marex Spectron Asia Pte. Ltd. “MSEL” ...... Marex Spectron Europe Limited “MSGL” ...... Marex Spectron Group Limited “MSIL” ...... Marex Spectron International Limited “MSRB” ...... the US Municipal Securities Rulemaking Board “Natixis” ...... Natixis S.A. “NFA” ...... the National Futures Association “Nil-cost Options” ...... has the meaning given to it in paragraph 10.5 of Part XI (Additional Information) of this document “Nomination Committee” ...... the nomination committee established by the Board, as described in paragraph 5 of Part VII (Directors, Proposed Director, Senior Managers and Corporate Governance) of this document “Non-Executive Directors” ...... the non-executive directors of the Company “Non-Voting Ordinary Shares” ...... non-voting ordinary shares of $0.000165 each in the capital of the Company “Ocean Ring” ...... Ocean Ring Jersey Co. Limited “Ocean Trade” ...... Ocean Trade Lux Co S.à r.l. “Order” ...... the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended “Ordinary Shares”...... ordinary shares of $0.000165 each in the capital of the Company “OTC” ...... over-the-counter “OTF” ...... organised trading facility “PRA” ...... the Prudential Regulation Authority “Programme” ...... has the meaning given to it in paragraph 13.2 of Part XI (Additional Information) of this document “Proposed Director” ...... Ed Warner “Prospectus Delegated Regulation” ... the UK version of Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing the Prospectus Regulation “Prospectus Regulation” ...... the Prospectus Regulation (EU) 2017/1129

220 “Prospectus Regulation Rules” ...... the prospectus rules made by the FCA under Part 6 of the FSMA as amended from time to time “QIBs” ...... “qualified institutional buyers” as defined in Rule 144A under the US Securities Act “RCG” ...... Rosenthal Collins Group LLC “RCG Financial Statements” ...... the historical financial information of RCG as at and for the one month ended 1 February 2019 and as at and for the year ended 31 December 2018 included in Section C of Part X (Historical Financial Information) of this document “Registration Document” ...... the final registration document approved by the FCA as a registration document prepared in accordance with the Prospectus Regulation Rules “Regulation S”...... Regulation S under the US Securities Act “REMIT” ...... the EU Regulation on wholesale energy market integrity and transparency “Remuneration Committee” ...... the remuneration committee established by the Board, as described in paragraph 5 of Part VII (Directors, Proposed Director, Senior Managers and Corporate Governance) of this document “Reporting Accountants” ...... Deloitte LLP, Hill House, 1 Little New Street, London, EC4A 3TR “Risk Committee” ...... the risk committee established by the Board, as described in paragraph 5 of Part VII (Directors, Proposed Director, Senior Managers and Corporate Governance) of this document “Rule 144A” ...... Rule 144A under the US Securities Act “S&P” ...... Standard & Poor’s Ratings Group “SEAPL” ...... Spectron Energy (Asia) Pte Ltd “SEC” ...... the US Securities and Exchange Commission “Senior Managers” ...... the senior managers of the Group whose names appear in paragraph 2 of Part VII (Directors, Proposed Director, Senior Managers and Corporate Governance) of this document “SFC” ...... the Hong Kong Securities and Futures Commission “Shareholder” ...... a holder of shares in the Company “Shareholders’ Agreement” ...... has the meaning given to it in paragraph 13.3 of Part XI (Additional Information) of this document “StarSupply” ...... StarSupply Petroleum Europe B.V. “Tangent” ...... Tangent Trading Ltd “UK MiFIR Product Governance the product governance requirements of Chapter 3 of the FCA Requirements” ...... Handbook Product Intervention and Product Governance Sourcebook “UK Prospectus Regulation” ...... the UK version of the Prospectus Regulation, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented “United Kingdom” or “UK” ...... the United Kingdom of Great Britain and Northern Ireland “United States” or “US” ...... the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia “US Securities Act” ...... US Securities Act of 1933, as amended “XFA” ...... X-Change Financial Access, LLC

221