Marex Spectron Group Limited

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 Financial Services 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 United Kingdom, 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. 1 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 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. 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 commodities, 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

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