Proposed redomiciliation to Bermuda from England and Wales

The proposed redomiciliation of our parent company Marex Group plc to Bermuda is designed to reduce legal and administrative burdens while at the same time giving us the opportunity to reorganize our Group to simplify our corporate structure and regulatory framework.

Our parent company is incorporated in England and Wales and is a foreign private issuer listed on Nasdaq in the US. Compliance with English corporate law as well as Nasdaq and SEC rules in the US has resulted in considerable additional legal and administrative burdens for the Group. Our corporate structure and regulatory framework have also become more complex as a result of our significant growth in recent years, including through acquisitions.

The principal objective of the proposed redomiciliation is to create shareholder value by:

1. Simplifying the Group’s corporate structure and regulatory framework and delivering cost savings and efficiencies by reducing administrative burdens, and

2. Aligning the US style corporate law of Bermuda with our listing on Nasdaq.

The proposed redomiciliation will have limited impact on the day to day operations of our business

The proposed redomiciliation is not tax-driven. The Group operating companies’ jurisdictions of tax residence would not change as part of the transaction and the new Bermuda parent company will be a UK taxpayer.

Marex Group will continue trading on Nasdaq (under the symbol “MRX”) and will continue to be governed by SEC rules and regulations.

There will be no impact on the Group’s services, our day-to-day operations, credit ratings, financial statements or employee base.

The Group will continue to have access to the same debt financing arrangements as it does today.

There will not be any changes to the existing Board composition or its governance mandate. Similarly, there will be no changes to the senior management team.

The Company’s overall approach will be to preserve shareholders’ rights and protections in the governing documents of the new Bermuda parent company.

The principal objective of the proposed redomiciliation is to facilitate shareholder value creation by: (i) simplifying the Group’s corporate structure and regulatory framework and delivering cost savings and efficiencies by reducing administrative burdens, and (ii) aligning the US style corporate law of Bermuda with our listing on Nasdaq.

From a shareholder rights perspective, our overall approach when implementing the proposed transaction will be to preserve shareholders’ rights and protections, including by adding additional protections above those provided by Bermuda law in the new governing documents to align them with English law.

Group Board of Directors
Excerpt from letter to shareholders

Expected timeline:

We will hold a shareholder vote at the Court and General meetings being held on 21 May 2026.

In addition to shareholder approval, the proposed redomiciliation requires approval from the English Court and our global regulators. Subject to our receipt of these approvals, we expect that the transaction will be effective in the second half of 2026.

Key documents

Document	Date
Public Announcement (26 March)	10 April 2026	Download PDF
Scheme Circular	10 April 2026	Download PDF
Form of Proxy - Court Meeting	10 April 2026	Download PDF
Form of Proxy - General Meeting	10 April 2026	Download PDF
Marex Group plc Articles of Association	10 April 2026	Download PDF
Marex Articles (following proposed General Meeting Amendment)	10 April 2026	Download PDF
Marex Group Limited Bye-Laws	10 April 2026	Download PDF

Redomiciliation of Marex Group PLC to Bermuda from England and Wales

You wish to access a website dedicated to documents and information relating to the proposed redomiciliation of Marex Group plc to Bermuda from England and Wales (the “Redomiciliation”).

To allow you to view information on this part of this website, you must read this notice and then click “I CONFIRM”. If you are unable to agree you must click “I DO NOT CONFIRM”.

Forward-Looking Statements

This website contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained on this website that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, the Scheme of Arrangement and expected timing, court hearing, expected benefits of the reorganisation, required approvals, Nasdaq listing and SEC registration and available exemptions. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance.

Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation: risks related to our planned reorganization; subdued commodity market activity or pricing levels; the effects of geopolitical events, terrorism and wars, such as the effect of Russia’s military action in Ukraine or the conflicts in the Middle East, on market volatility, global macroeconomic conditions and commodity prices; changes in interest rate levels or tariffs; the risk of our clients and their related financial institutions defaulting on their obligations to us; regulatory, reputational and financial risks as a result of our international operations; software or systems failure, loss or disruption of data or data security failures; risks associated with the use of artificial intelligence; an inability to adequately hedge our positions and limitations on our ability to modify contracts and the contractual protections that may be available to us in OTC derivatives transactions; market volatility, reputational risk and regulatory uncertainty related to commodity markets, equities, fixed income, foreign exchange and cryptocurrency; the impact of climate change and the transition to a lower carbon economy on supply chains and the size of the market for certain of our energy products; the impact of changes in judgments, estimates and assumptions made by management in the application of our accounting policies on our reported financial condition and results of operations; lack of sufficient financial liquidity; if we fail to comply with applicable law and regulation, we may be subject to enforcement or other action, forced to cease providing certain services or obliged to change the scope or nature of our operations; significant costs, including adverse impacts on our business, financial condition and results of operations, and expenses associated with compliance with relevant regulations; and if we fail to remediate the material weaknesses we identified in our internal control over financial reporting or prevent material weaknesses in the future, the accuracy and timing of our financial statements may be impacted, which could result in material misstatements in our financial statements or failure to meet our reporting obligations and subject us to potential delisting, regulatory investigations or civil or criminal sanctions; short seller activity and securities litigation, and other risks discussed under the caption “Risk Factors” in our Annual Report on Form 20-F for the year ended 31 December 2025 filed with the Securities and Exchange Commission (the “SEC”) as updated by our other reports filed with the SEC.

The forward-looking statements made on this website relate only to events or information as of the date on which the statements are made. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this website, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

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