Marex Group Limited (MRX) shifts holding company to Bermuda and maintains Nasdaq listing

Q: Did Marex Group Limited (MRX) keep its Nasdaq listing after the scheme of arrangement?

Yes, trading on Nasdaq continued under the ticker MRX. Marex Group plc shares were removed from listing at the close of June 30, 2026, and New Marex ordinary shares began trading on July 1, 2026, under MRX with a new CUSIP identifier.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Marex Group Limited has completed its previously announced redomiciliation, moving the group’s holding company from the UK to Bermuda via a court-approved scheme of arrangement. Holders of Marex Group plc ordinary shares received ordinary shares in Marex Group Limited on a one-for-one basis, and Marex Group plc became a wholly owned subsidiary.

The Marex ordinary shares were cancelled on Nasdaq at the close of June 30, 2026, and the New Marex ordinary shares began trading on Nasdaq on July 1, 2026 under the same ticker “MRX”, but with a new CUSIP. New Bermuda bye-laws took effect, along with a global omnibus equity plan, employee share purchase plan and long-term incentive plan that will govern future share-based compensation.

Insights

Marex shifts its holding company to Bermuda with Nasdaq trading uninterrupted.

Marex Group Limited is now the top holding company after a scheme of arrangement moved the group’s corporate domicile to Bermuda. Shareholders received New Marex ordinary shares on a one-for-one basis, so economic ownership and listing continuity are preserved.

The new Bermuda bye-laws embed governance rules such as director powers, member meetings, and indemnities, and they sit alongside a refreshed global omnibus plan, employee share purchase plan and long-term incentive plan to govern future equity-based pay. These are structural and compensation framework changes rather than operational ones.

The bye-laws also include exclusive jurisdiction clauses: Bermuda courts for most company-law and fiduciary matters, and the U.S. District Court for the Southern District of New York for claims under the Securities Act or Exchange Act. Future disclosures may detail how these frameworks interact with Marex’s business strategy and risk profile.

Key Figures

Share exchange ratio: 1 New Marex share for 1 Marex Group plc share Scheme record time: 6:00 p.m. Eastern Time Directors’ aggregate annual fee cap: £3,000,000 +4 more

7 metrics

Share exchange ratio 1 New Marex share for 1 Marex Group plc share Scheme of arrangement effective July 1, 2026

Scheme record time 6:00 p.m. Eastern Time Record time on June 30, 2026 for scheme holders

Directors’ aggregate annual fee cap £3,000,000 Maximum aggregate annual fees for directors under bye-laws

Overall share limit base 7,081,808 Shares Base component of Overall Share Limit in Global Omnibus Plan

Additional grant for Ian Lowitt 142,709 Shares Specific component within Overall Share Limit

Maximum ISO issuable shares 70,818,080 Shares Cap on Incentive Stock Options under the Plan

Untraced member period 12 years Period of no contact before shares may be sold for untraced members

Key Terms

Scheme of arrangement, Redomiciliation, Bye-Laws, Overall Share Limit, +2 more

6 terms

Scheme of arrangement regulatory

"approval from the High Court of Justice of England and Wales of a statutory scheme of arrangement under English law"

A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.

Redomiciliation regulatory

"As part of the previously announced plan (the “Redomiciliation”) to introduce a new holding company"

Redomiciliation is when a company legally changes its country of incorporation while keeping the same business and assets, like moving a house to a new neighborhood but keeping the same furniture. Investors care because the company then follows a different set of laws and tax rules, which can change shareholder rights, reporting standards, dividend treatment and the ease of trading the stock, potentially affecting risk and return.

Bye-Laws regulatory

"New Marex adopted amended and restated bye-laws (the “New Marex Bye-Laws”)"

Bye-laws are a company's internal rulebook that sets how the business runs day-to-day and how decisions are made, covering things like how meetings are held, how directors are appointed, and how shares can be transferred. For investors, bye-laws matter because they determine voting rights, who controls key decisions, and how easy it is to change ownership or corporate policy—think of them as the operating instructions that shape shareholder power and corporate behavior.

Incentive Stock Option financial

"“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code"

An incentive stock option is a type of employee benefit that gives a worker the right to buy company shares at a fixed price, with special tax advantages if the employee holds the shares for a required period. Think of it as a coupon to buy future shares at today’s price that can result in lower tax on the gain. Investors care because ISOs can dilute share count, align staff incentives with the stock price, and affect company compensation costs and the timing of potential share sales.

Clawback financial

"“Clawback” means an obligation to repay the amounts referred to in Rule 16.4"

A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 07/01/2026 - 08:49 AM Accepted by SEC EDGAR 07/01/2026 - 08:49 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-42020

MAREX GROUP LIMITED

(Translation of registrant’s name into English)


155 Bishopsgate London EC2M 3TQ United Kingdom +44 20 7655 6000		140 East 45th Street, 10th Floor New York, New York 10017 (212) 618-2800

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

Consummation of the Scheme of Arrangement and Redomiciliation

As part of the previously announced plan (the “Redomiciliation”) to introduce a new holding company that will become the parent holding company of the Marex group, on June 26, 2026, Marex Group plc (“Marex”) received approval from the High Court of Justice of England and Wales (the “Court”) of a statutory scheme of arrangement under English law (the “Scheme”), which was previously approved by Marex’s shareholders. As set out below, holders of ordinary shares in Marex (the “Marex Ordinary Shares”) received ordinary shares in Marex Group Limited (“New Marex”), a Bermuda exempted company limited by shares (the “New Marex Ordinary Shares”) on a one-for-one basis, and Marex became a wholly-owned subsidiary of New Marex.

On July 1, 2026 (the “Effective Date”), Marex delivered a copy of the order of the Court sanctioning the Scheme and related documents to the Registrar of Companies in England and Wales and the Scheme became effective and binding on all Marex shareholders who held Marex Ordinary Shares as at the Scheme record time (6:00 p.m. Eastern Time on June 30, 2026), and Marex became a subsidiary of New Marex, thereby consummating the Redomiciliation. In connection with the Redomiciliation, New Marex adopted amended and restated bye-laws (the “New Marex Bye-Laws”), which became effective as of the Effective Date.

The Marex Ordinary Shares were previously listed on the Nasdaq Global Select Market (“Nasdaq”). On June 30, 2026, Marex received notice from Nasdaq that, in connection with the Marex Ordinary Shares being cancelled and the holders thereof receiving New Marex Ordinary Shares pursuant to the Scheme, Nasdaq would remove the Marex Ordinary Shares from listing on Nasdaq at the close of trading on June 30, 2026. The listing of the New Marex Ordinary Shares on Nasdaq became effective on July 1, 2026, and the New Marex Ordinary Shares began trading on Nasdaq as of market open on July 1, 2026 under the symbol “MRX,” the same symbol under which the Marex Ordinary Shares traded prior to the Effective Date, and new CUSIP number G5T40M104.

Copies of the New Marex Bye-Laws, Global Omnibus Plan, Employee Share Purchase Plan, Long Term Incentive Plan and the press release pertaining to the consummation of the Scheme are furnished herewith as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively.

EXHIBIT INDEX

The following exhibits are filed as part of this Form 6-K:


Exhibit No.		Description

99.1		Amended and Restated Bye-Laws of Marex Group Limited, adopted on July 1, 2026.

99.2		Marex Group Limited Global Omnibus Plan.

99.3		Marex Group Limited Employee Share Purchase Plan.

99.4		Marex Group Limited Long Term Incentive Plan.

99.5		Press Release dated July 1, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Marex Group Limited

By:		/s/ Robert Irvin
Name:		Robert Irvin
Title:		Chief Financial Officer

Dated: July 1, 2026

Exhibit 99.1

AMENDED AND RESTATED BYE-LAWS

MAREX GROUP LIMITED

CERTIFIED that the within-written bye-laws are a true copy of the bye-laws of Marex Group Limited (the “Company”) as approved and adopted as the bye-laws of the Company (the “Bye-Laws”) at the special general meeting of the members of the Company held on 9 April 2026.

/s/ Camilla Hall

Camilla Hall

Duly Authorised

For and on behalf of

Compass Administration Services Ltd.

Secretary

Prepared by

ASW Law Limited

Barristers & Attorneys

Crawford House

50 Cedar Avenue

Hamilton, HM 11

Bermuda

PAGE INTENTIONALLY LEFT BLANK

TABLE OF CONTENTS


INTERPRETATION		7

1.	Definitions and Interpretation	7

SHARES		9

2.	Share Capital	9

3.	Power to Issue Shares	10

4.	Power of the Company to Purchase its Shares	10

5.	Rights Attaching to Shares	10

6.	Liens and Calls on Shares	12

7.	Calls on Shares and Forfeiture	13

8.	Share Certificates	15

9.	Fractional Shares	17

10.	Trusts	17

REGISTRATION OF SHARES		17

11.	Register of Members	17

12.	Registered Holder Absolute Owner	18

13.	Register of Beneficial Ownership	18

14.	Transfer of Registered Shares	18

15.	Transmission of Registered Shares	19

ALTERATION OF SHARE CAPITAL		20

16.	Power to Alter Capital	20

17.	Variation of Rights Attaching to Shares	21

MEETINGS OF MEMBERS		22

18.	Annual General Meetings	22

19.	Special General Meetings	22

20.	Requisitioned General Meetings and Member Proposed Resolutions	22

21.	Notice	22

22.	Giving Notice and Access	23

23.	Postponement of General Meeting	26

24.	Form of Meetings and participation by telephonic or Electronic means	27

25.	Quorum at General Meetings	29


26.	Chair to Preside at General Meetings	30

27.	Voting on Resolutions	30

28.	Power to Demand a Vote on a Poll	32

29.	Voting by Joint Holders of Shares	33

30.	Instrument of Proxy	33

31.	Representation of Corporate Member	35

32.	Adjournment of General Meeting	36

33.	Written Resolutions	37

34.	Directors’ Attendance at General Meetings	38

DIVIDENDS AND CAPITALISATION		38

35.	Dividends	38

36.	Power to Set Aside Profits	39

37.	Dividend payment procedure	39

38.	Capitalisation	40

DIRECTORS AND OFFICERS		42

39.	Election or Appointment of Directors	42

40.	Number of Directors	42

41.	Term of Office of Directors	43

42.	Alternate Directors	43

43.	Removal of Directors	43

44.	Vacancy in the Office of Director	44

45.	Remuneration of Directors	44

46.	Defect in Appointment	45

47.	Directors to Manage Business	46

48.	Powers of the Board of Directors	46

49.	Register of Directors and Officers	48

50.	Appointment of Officers	48

51.	Appointment of Secretary	48

52.	Duties of Secretary and Officers	48

53.	Remuneration of Officers	48

54.	Conflicts of Interest	48


55.	Indemnification and Exculpation of Directors and Officers	52

MEETINGS OF THE BOARD OF DIRECTORS		53

56.	Board Meetings	53

57.	Notice of Board Meetings	53

58.	Telephonic or electronic Participation in Meetings	53

59.	Quorum at Board Meetings	54

60.	Board to Continue in the Event of Vacancy	54

61.	Chairman to Preside	54

62.	Written Resolutions	54

63.	Validity of Prior Acts of the Board	54

ACCOUNTS		54

64.	Books and Papers	54

65.	Financial Year End	55

AUDITS		55

66.	Annual Audit	55

67.	Appointment of Auditor	55

68.	Remuneration of Auditor	55

69.	Duties of Auditor	56

70.	Access to Records	56

71.	Financial Statements	56

72.	Distribution of Auditor’s Report	56

73.	Vacancy in the Office of Auditor	56

CORPORATE RECORDS		56

74.	Minutes	57

75.	Place Where Corporate Records Kept	57

76.	Form and Use of Seal	57

CHANGES TO CONSTITUTION AND COMPANY NAME		58

77.	Alteration or amendment of Bye-laws	58

78.	Alteration or amendment of Memorandum	58

79.	Discontinuance	58

80.	Change of name	58


81.	Registered Office	58

82.	Amalgamation and Merger	58

83.	Untraced Members	59

84.	Documents	60

85.	Conversion	61

VOLUNTARY WINDING-UP AND DISSOLUTION		61

86.	Winding-Up	62

87.	Striking Off	62

88.	Governing Law and Jurisdiction	62

INTERPRETATION

1.	Definitions and Interpretation

1.1

In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following respective meanings:


“Alternate Director”		an Alternate Director appointed in accordance with these Bye-laws;

“Auditor”		includes any individual auditor or partnership of auditors;

“Board”		the board of Directors of the Company appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Companies Act and these Bye-laws or the Directors present at a meeting of Directors at which there is a quorum;

“Books and Papers”		has the meaning given to it in section 2 of the Companies Act and includes minutes, financial statements, accounts, records of account, beneficial ownership register, deeds and writings of the Company;

“Bye-laws”		means these Bye-laws in their present form or as from time to time amended;

“Companies Act”		the Companies Act 1981, as amended from time to time;

“Company”		the company incorporated in Bermuda under the name of Marex Group Limited on 2 October 2025;

“Deferred Shares”		means the deferred shares in the capital of the Company having the rights set out in these Bye-laws;

“Director”		any person duly elected or appointed as a Director of the Company and shall include an Alternate Director or any person occupying the position of Director by whatever name called;

“DTC”		means The Depository Trust Company and any Affiliate or nominee therefor, including Cede & Co., and any successors thereto;

“Exchange Act”		means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;


“Member”		the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;

“Memorandum”		means the Memorandum of Association of the Company, as from time to time amended;

“notice”		written notice as further provided in these Bye-laws unless otherwise specifically stated;

“Officer”		any person appointed by the Board to hold an office in the Company;

“Operator”		means any transfer agent of the Company duly appointed by the Board in connection with a listing of Company shares;

“ordinary resolution”		means: (i) a resolution approved by a simple majority of Members entitled to vote and present in person or by proxy at a general meeting of the Company: or (ii) a written resolution of Members entitled to vote approved by Members representing a simple majority of the total voting power of the issued and outstanding shares of the Company;

“Ordinary Shares”		means the ordinary shares in the capital of the Company having the rights set out in these Bye-laws;

“Register of Directors Officers”		the register of Directors and officers referred to in and these Bye-laws;

“Register of Members”		the register of members referred to in these Bye-laws;

“Registered Office”		the registered office for the time being of the Company;

“Resident Representative”		any person appointed to act as resident representative of the Company and includes any deputy or assistant resident representative;

“Secretary”		the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;

“Securities Act”		means the U.S. Securities Act of 1933, as amended, and


		the rules and regulations promulgated thereunder;

“special resolution”		means: (i) a resolution approved by at least seventy-five per cent (75%) of Members entitled to vote and present in person or by proxy at a general meeting of the Company; or (ii) a written resolution of Members entitled to vote approved by Members representing at least seventy-five per cent (75%) of the total voting power of the issued and outstanding shares of the Company; and

“Treasury Share”		a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled.

In these Bye-laws, where not inconsistent with the context:

(a)

words denoting the plural number include the singular number and vice versa;

(b)

words denoting the masculine gender include the feminine and neuter genders;

(c)

words importing persons include companies, associations or bodies of persons whether corporate or not;

(d)

the words:

“may” shall be construed as permissive; and

“shall” shall be construed as imperative; and

(e)

unless otherwise provided in these Bye-laws, words or expressions defined in the Companies Act shall bear the same meaning in these Bye-laws.

1.2

In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.

1.3

Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.

SHARES

2.	Share Capital

2.1

At the date these Bye-laws are adopted, the share capital of the Company is comprised of:

(a)

Ordinary Shares of par value US$0.001551 each; and

(b)

Deferred Shares of par value £0.000469 each.

2.2

The Ordinary Shares and Deferred Shares shall constitute separate classes of shares.

2.3

The liability of the Members is limited to the amount, if any, unpaid on the shares held by them.

3.	Power to Issue Shares

3.1

Subject to these Bye-laws, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine.

3.2

Any shares or class of shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may by an ordinary resolution of the Members determine, except the issuance of preference shares must be approved by special resolution of the Members or by an amendment of these Bye-laws.

3.3

Subject to the Companies Act and these Bye-laws, any shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed or repurchased on such terms and in such manner as may be determined by the Board (before the issue or conversion).

4.	Power of the Company to Purchase its Shares

4.1

The Company may purchase its own shares for cancellation or to acquire them as Treasury Shares in accordance with the Companies Act on such terms as the Board shall think fit. No such purchase shall be made if there are reasonable grounds for believing that the Company is, or after the purchase would be, unable to pay its liabilities as they become due.

4.2

The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Companies Act.

4.3

Shares so purchased by the Company under this Bye-law shall be treated as cancelled and the amount of the Company’s issued capital shall be reduced by the nominal value of those shares accordingly but the purchase of shares under this Bye-law shall not be taken as reducing the amount of the Company’s authorised share capital.

5.	Rights Attaching to Shares

5.1

The holders of the Deferred Shares shall, subject to these Bye-laws:

(a)

not be entitled to any dividend in respect of such shares; and

(b)

not be entitled to receive any notice of, attend or vote at any general meeting of the Company in respect of such shares.

5.2

Notwithstanding any other provisions of these Bye-laws, but subject to the Companies Act, 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. The Company shall also, subject to the Companies Act, be entitled to cancel the Deferred Shares without paying any consideration to the holders of such shares.

5.3

The holders of the Ordinary Shares shall, subject to these Bye-laws;

(a)

be entitled to one vote per share;

(b)

be entitled to such dividends as the Board may from time to time declare;

(c)

in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company in accordance with Bye-law 5.4; and

(d)

generally be entitled to enjoy all of the rights attaching to shares.

5.4

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 to the holders of shares in the following order of priority:

(a)

in paying a sum equal to £1 to be distributed 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, with the Board having the final say on the allocation thereof); and

(b)

thereafter distributing the balance to the holders of the Ordinary Shares pro-rata according to the number of Ordinary Shares held by them.

5.5

All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Companies Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.

5.6

Subject to Bye-law 5.7, the Members shall have a pre-emptive right to purchase a portion of any new shares proposed to be issued by the Company equal to the number of new shares multiplied by the percentage of equity ownership of such Member in the Company as of the date of delivery of the pre-emptive rights notice:

(a)

The Company shall send a pre-emptive rights notice to Members, setting forth a summary of the material terms of such new shares, including the estimated amount of new shares to be issued, the estimated purchase price therefore and

the estimated date of issuance of new shares;

(b)

each Member that desires to exercise pre-emptive rights hereunder must exercise such rights within twenty (20) days after the receipt of the pre-emptive rights notice from the Company, and any failure to exercise such pre-emptive rights within such time period shall be deemed a waiver of the pre-emptive rights in respect of any new shares referred to in the pre-emptive rights notice; and

(c)

the election by a Member not to exercise such pre-emptive rights under this Bye-law 5.6 in any one instance shall not affect such Member’s right as to any subsequent proposed issuance subject to this Bye-law 5.6, provided that such Member continues to be a Member as of the date of delivery of the pre-emptive right notice in respect of any such subsequent proposed issuance.

5.7

Notwithstanding anything in Bye-law 5.6, no Member shall have any pre-emptive right if such pre-emptive right has been expressly excluded by a special resolution of the Members.

6.	Liens and Calls on Shares

6.1

The Company has a lien over every share which is partly paid for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that share. The Board may declare any share to be wholly or in part exempt from the provisions of this Bye-law. The Company’s lien over a share takes priority over any third party’s interest in that share, and extends to any dividend or other money payable by the Company in respect of that share (and, if the lien is enforced and the share is sold by the Company, the proceeds of sale of that share).

6.2

The Company may sell, in such manner as the Board determines, any share on which the Company has a lien if an amount in respect of which the lien exists is presently payable and is not paid within 14 clear days after notice has been given to the holder of the share, or the person entitled to it in consequence of the death or bankruptcy of the holder or otherwise by operation of law, demanding payment and stating that if the notice is not complied with the shares may be sold.

6.3

To give effect to a sale:

(a)

in the case of share(s) in certificated form, the Board may authorise any person to execute an instrument of transfer of the share(s) to the purchaser or a person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect such transfer;

(b)

in the case of share(s) in uncertificated form, the Board may:

to enable the Company to deal with the share(s) in accordance with the provisions of this bye-law, require or procure any relevant person

to convert the share(s) into certificated form; and

ii.

after such conversion, authorise any person to execute an instrument of transfer to the purchaser or a person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect the transfer,

and the transferee shall not be bound to see to the application of the proceeds of sale, nor shall the title to the share(s) be affected by any irregularity in or invalidity of the proceedings relating to the sale.

6.4

The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the amount for which the lien exists as is presently payable. Any residue shall (upon surrender to the Company for cancellation of the certificate for the share sold, in the case of a share in certificated form, and subject to a like lien for any amount not presently payable as existed upon the share before the sale) be paid to the person entitled to the share(s) at the date of the sale.

6.5

The Board may make such calls as it thinks fit upon the Members in respect of any moneys (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.

6.6

The joint holders of a share shall be jointly and severally liable to pay all calls and any interest, costs and expenses in respect thereof.

6.7

The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up.

7.	Calls on Shares and Forfeiture

7.1

Subject to the terms of allotment, the Board may make calls upon the Members in respect of any amounts unpaid on their shares (whether in respect of nominal value or premium) and each Member shall (subject to receiving at least 14 clear days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on their shares. A call may be required to be paid by instalments. A call may, before receipt by the Company of an amount due under it, be revoked in whole or in part and payment of a call may be postponed in whole or part. A person upon whom a call is made shall remain liable for calls made upon them notwithstanding the subsequent transfer of the shares in respect of which the call was made.

7.2

A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed.

7.3

The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.

7.4

If a call or an instalment of a call remains unpaid after it has become due and payable the person from whom it is due shall pay interest on the amount unpaid, from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the shares in question or fixed in the notice of the call. The Board may, however, waive payment of the interest wholly or in part.

7.5

An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call and if it is not paid these bye-laws shall apply as if that sum had become due and payable by virtue of a call.

7.6

Subject to the terms of allotment, the Board may differentiate between the holders in the amounts and times of payment of calls on their shares.

7.7

The Board may receive from any Member willing to advance it all or any part of the amount unpaid on the shares held by them (beyond the sums actually called up) as a payment in advance of calls, and such payment shall, to the extent of it, extinguish the liability on the shares in respect of which it is advanced. The Company may pay interest on the amount so received, or so much of it as exceeds the sums called up on the shares in respect of which it has been received, at such rate (if any) as the Member and the Board agree.

7.8

If a call or an instalment of a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than 14 clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited. If the notice is not complied with, any shares in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Board and the forfeiture shall include all dividends and other amounts payable in respect of the forfeited shares and not paid before the forfeiture.

7.9

A forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board determine either to the person who was before the forfeiture the holder (including a person who was entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) or to any other person and, at any time before the disposition, the forfeiture may be cancelled on such terms as the Board determines. Where for the purposes of its disposal a forfeited share is to be transferred to any person:

(a)

in the case of a share in certificated form, the Board may authorise any person to execute an instrument of transfer and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they

think fit to effect the transfer; and:

(b)

in the case of a share in uncertificated form, the Board may:

to enable the Company to deal with the share in accordance with the provisions of this bye-law, require or procure any relevant person to convert the share into certificated form; and

ii.

and the transferee shall not be bound to see to the application of the proceeds of sale, nor shall the title to the shares be affected by any irregularity in or invalidity of the proceedings relating to the sale.

7.10

A person whose shares have been forfeited shall cease to be a Member in respect of the shares forfeited and shall surrender to the Company for cancellation any certificate for the shares forfeited. However, such person shall remain liable to the Company for all amounts which at the date of forfeiture were presently payable by them to the Company in respect of those shares with interest at the rate at which interest was payable on those amounts before the forfeiture. The Board may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

7.11

A statutory declaration by a Director or the secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary, in the case of a share in certificated form) constitute good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall their title to the share be affected by any irregularity in or invalidity of the proceedings relating to the forfeiture or disposal of the share.

8.	Share Certificates

8.1

Without prejudice to any powers which the Company or the Board may have to issue, allot, dispose of, convert, or otherwise deal with or make arrangements in relation to shares and other securities in any form:

(a)

the holding of shares in uncertificated form and the transfer of title to such shares by means of a relevant system shall be permitted; and

(b)

the Company may issue shares in uncertificated form and may convert shares from certificated form to uncertificated form and vice versa;

If and to the extent that any provision of these Bye-laws are inconsistent with such holding or transfer as is referred to in paragraph (a) of this Bye-law or with any provision of applicable regulations, it shall not apply to any share in uncertificated form.

8.2

Notwithstanding anything else contained in these Bye-laws, where any class of shares is, for the time being, a participating security, unless the Directors otherwise determine, shares of any such class held by the same holder or joint holder in certificated form and uncertificated form shall be treated as separate holdings.

8.3

On becoming the holder of any share other than a share in uncertificated form, every person (other than a financial institution in respect of whom the Company is not required by law to complete and have ready a certificate, referred to in this Bye-law as a “financial institution”) shall be entitled, without payment, to have issued to them within two months after allotment or lodgement of a transfer (unless the terms of issue of the shares provide otherwise) one certificate for all the shares of each class registered in their name or, upon payment for every certificate after the first of such reasonable sum as the Directors may determine, several certificates each for one or more of their shares.

8.4

Every certificate shall be issued under the seal or under such other form of authentication as the Board may determine (which may include manual or facsimile signatures by one or more Directors and/or the secretary which may be applied to or printed on such certificates by mechanical or electronic means), and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up on them.

8.5

Where a Member (other than a financial institution) has transferred part only of the shares comprised in a certificate, the Member is entitled, without payment, to have issued to them a certificate in respect of the balance of shares held by them or, upon payment for every certificate after the first of such reasonable sum as the Board may determine, several certificates each for one or more of their shares.

8.6

When a Member’s (other than a financial institution’s) holding of shares of a particular class increases, the Company may issue that Member with a single, consolidated certificate in respect of all the shares of a particular class which that Member holds or a separate certificate in respect of only those shares by which that Member’s holding has increased.

8.7

A Member (other than a financial institution) may request the Company, in writing, to replace the Member’s separate certificates with a consolidated certificate or the Member’s consolidated certificate with two or more separate certificates representing such proportion of the shares as the Member may specify, provided that any certificate(s) which it is (or they are) to replace has first been returned to the Company for cancellation. When the Company complies with such a request it may charge such reasonable sum as the Directors may determine for doing so.

8.8

The Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to whichever of the joint holders’ names appears first on the Register of Members in respect of the joint holding shall be a sufficient delivery to all of them.

8.9

If a certificate issued in respect of a Member’s shares is damaged or defaced or said to be lost, stolen or destroyed, then that Member is entitled to be issued with a replacement certificate in respect of the same shares. A Member exercising the right to be issued with such a replacement certificate:

(a)

must return the certificate which is to be replaced to the Company if it is damaged or defaced; and

(b)

must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the Directors may determine.

8.10

Any share certificate sent by the Company (or its agent) is sent at the risk of the Member or other person entitled to the certificate and the Company (and its agent) will not be responsible for any share certificate lost or destroyed in the course of delivery.

9.	Fractional Shares

The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

10.

Trusts

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust. Except as otherwise provided by these Bye-laws or by law, the Company shall not be bound by or recognise (even if having notice of it) any equitable, contingent, future, partial or other claim or any interest in any share other than the holder’s absolute ownership of it and all the rights attaching to it.

REGISTRATION OF SHARES

11.

Register of Members

11.1

The Board shall cause to be kept in one or more books a Register of Members and shall enter in such Register of Members the particulars required by the Companies Act.

11.2

The Register of Members shall be open to inspection without charge at the registered office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The Register of Members may, after notice has been given in accordance with the Companies Act, be closed for any time or times not exceeding in the whole thirty days in each year.

11.3

The Company, or the Board on behalf of the Company, may cause to be kept in any territory an overseas branch Register of Members resident in such territory, and the Board may make, and vary, such arrangements as they may think fit in relation to the keeping of any such register.

12.

Registered Holder Absolute Owner

The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.

13.

Register of Beneficial Ownership

To the extent required by the Companies Act, the Company shall establish and maintain a beneficial ownership register (if so applicable) and shall enter in such beneficial ownership register the minimum particulars required by the Companies Act.

14.

Transfer of Registered Shares

14.1

Notwithstanding anything to the contrary of these Bye-laws, shares that are listed or admitted to trading on an appointed stock exchange may be transferred in accordance with the rules and regulations of such stock exchange.

14.2

An instrument of transfer shall be in writing in such form as accepted by the Board.

14.3

Such instrument of transfer shall be signed by or on behalf of the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been registered as having been transferred to the transferee in the Register of Members.

14.4

The Board may, in its absolute discretion, refuse to register the transfer of a share in certificated form which is not fully paid. They may also refuse to register a transfer of a share in certificated form (whether fully paid or not) unless the instrument of transfer:

(a)

is lodged, duly stamped, at the Registered Office or at such other place as the Directors may appoint and (except in the case of a transfer by a financial institution where a certificate has not been issued in respect of the share) is accompanied by the certificate for the share to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;

(b)

is in respect of only one class of share; and

(c)

is in favour of not more than four transferees.

14.5

The Board may refuse to register a transfer of a share in uncertificated form to a person who is to hold it thereafter in certificated form in any case where the Company is entitled

to refuse (or is excepted from the requirement) under applicable regulations to register the transfer.

14.6

The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.

14.7

The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share. The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained. The Board shall have the authority to request from any Member, and such Member shall provide, such information as the Board may reasonably request for the purpose of determining whether the transfer of any share requires such consent, authorisation, or permission and whether the same has been obtained. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

14.8

If the Board refuses to register a transfer of a share, it shall as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company (in the case of a transfer of a share in certificated form) or the date on which the transfer instructions were received by the Company or the Operator (in the case of a transfer of a share in uncertificated form to a person who is to hold it thereafter in certificated form) send to the transferee notice of the refusal together with reasons for the refusal. The Board shall send such further information about the reasons for the refusal to the transferee as the transferee may reasonably request.

14.9

No fee shall be charged for the registration of any instrument of transfer or other document or instruction relating to or affecting the title to any share.

14.10

The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall (except in the case of fraud) be returned to the person lodging it when notice of the refusal is given.

14.11

Nothing in these Bye-laws shall preclude the Directors from recognising a renunciation of the allotment of any share by the allottee in favour of some other person.

15.

Transmission of Registered Shares

15.1

If a person who claims to be entitled to a share in consequence of the death or bankruptcy of a holder or otherwise by operation of law supplies to the Company:

(a)

such evidence as the Directors may reasonably require to show their title to the share; and

(b)

an address at which notices, documents or information may be sent or supplied to such person,

then such a person shall be entitled to have sent or supplied to them at such address any notice, document or information to which the relevant holder would have been entitled if the death or bankruptcy or any other event giving rise to an entitlement to the share by law had not occurred.

15.2

Until a person entitled to the share has complied with Bye-law 15.1 and Bye-law 15.3, any notice, document or information may be sent or supplied to the relevant holder in any manner authorised by these Bye-laws, as if the death or bankruptcy or any other event giving rise to an entitlement to the share by law had not occurred. This shall apply whether or not the Company has notice of the death or bankruptcy or other event.

15.3

Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member or otherwise by operation of law may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in such form as accepted by the Board.

15.4

On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case if a transferor of the share by that Member before such Member’s death or bankruptcy, as the case may be.

15.5

A person becoming entitled to a share by reason of the death or bankruptcy of a Member or otherwise by operation of law shall, after giving notice to the Company of their entitlement to the share and upon such evidence being produced as the Board may properly require to show their title to the share in accordance with Bye-law 15.1, have the rights to which they would be entitled if they were the holder of the share, except that they shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any general meeting or at any separate meeting of the holders of any class of shares. A person entitled to a share who has elected for that share to be transferred to some other person pursuant to Bye-law 15.3 shall cease to be entitled to any rights in relation to such share upon that other person being registered as the holder of that share.

15.6

Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to such share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

ALTERATION OF SHARE CAPITAL

16.

Power to Alter Capital

16.1

The Company may if authorised by an ordinary resolution of the Members increase,

divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter but not reduce its share capital in any manner permitted by the Companies Act.

16.2

The Company may if authorized by special resolution of the Members, reduce its share capital in any manner permitted by the Companies Act.

16.3

Where any difficulty arises in regard to any consolidation or division, the Board may settle such difficulty as they see fit. In particular, without limitation, the Board may sell to any person (including the Company) the shares representing the fractions for the best price reasonably obtainable and distribute the net proceeds of sale in due proportion among those Members or retain such net proceeds for the benefit of the Company and:

(a)

in the case of shares in certificated form, the Directors may authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect such transfer; and

(b)

in the case of shares in uncertificated form, the Directors may:

to enable the Company to deal with the shares in accordance with the provisions of this Bye-law, require or procure any relevant person or the Operator (as applicable) to convert the shares into certificated form; and

ii.

after such conversion, authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect the transfer,

and the transferee shall not be bound to see to the application of the proceeds of sale, nor shall their title to the shares be affected by any irregularity in or invalidity of the proceedings relating to the sale.

17.

Variation of Rights Attaching to Shares

17.1

If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths (75%) of the issued shares of that class (excluding any shares of that class held as Treasury Shares) or with the sanction of a special resolution of Members passed by at least 75% of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class.

17.2

The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith, or by the purchase by the Company of any of its own shares or the holding of such shares as Treasury Shares.

MEETINGS OF MEMBERS

18.

Annual General Meetings

The annual general meeting shall be held in each year (other than the year of incorporation) at such time and place as the Board shall appoint.

19.

Special General Meetings

The Board may convene a special general meeting whenever in their judgment such a meeting is necessary.

20.

Requisitioned General Meetings and Member Proposed Resolutions

20.1

The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth (10%) of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene a special general meeting and the provisions of the Companies Act shall apply.

20.2

The Board shall, on the requisition of (a) Members holding not less than one-twentieth (5%) of the total voting rights of all the Members having at the date of the requisition a right to vote at the meeting to which the requisition relates, or (b) not less than 100 Members, give to Members entitled to receive notice of the next annual general meeting, notice of any resolution which may properly be moved and is intended to be moved at that meeting, and circulate to such Members any statement of not more than 1000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.

21.

Notice

21.1

At least 21 clear days’ notice of an annual general meeting shall be given to each Member entitled to attend and vote at such meeting, stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting.

21.2

At least 14 clear days’ notice of a special general meeting shall be given to each Member entitled to attend and vote at such meeting, stating the date, time, place and the general nature of the business to be considered at the meeting.

21.3

The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting.

21.4

A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote at such meeting in the case of a special general meeting.

21.5

The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

21.6

Any notice to be given to or by any person pursuant to these Bye-laws shall be in writing other than a notice calling a meeting of the Directors which need not be in writing.

22.

Giving Notice and Access

22.1

Any notice, document or information may (without prejudice to Bye-laws 22.10 and 22.11) be sent or supplied by the Company to any Member:

(a)

by hand, that is by any person (including a courier or process server) handing it to the Member or leaving it at the Member’s registered address;

(b)

by sending it by post in a prepaid envelope addressed to the Member at their registered address;

(c)

by sending it in electronic form to a person who has agreed (generally or specifically) that the notice, document or information may be sent or supplied in that form (and has not revoked that agreement);

(d)

by making it available on a website, provided that the requirements in Bye-law 22.2 are satisfied;

(e)

through a relevant system; or

(f)

in some other way authorised in writing by the relevant Member.

22.2

The requirements referred to in Bye-law 22.1(d) are that:

(a)

the Member has agreed (generally or specifically) that the notice, document or information may be sent or supplied to them by being made available on a website (and has not revoked that agreement), or the Member has been asked by the Company to agree that the Company may send or supply notices, documents and information generally, or the notice, document or information in

question, to them by making it available on a website and the Company has not received a response within the period of 28 days beginning on the date on which the Company’s request was sent and the Member is therefore taken to have so agreed (and has not revoked that agreement);

(b)

the Member is sent a notification of the presence of the notice, document or information on a website, the address of that website, the place on that website where it may be accessed, and how it may be accessed (“notification of availability”);

(c)

in the case of a notice of meeting, the notification of availability states that it concerns a notice of a company meeting, specifies the place, time and date of the meeting, and states whether it will be an annual general meeting; and

(d)

the notice, document or information continues to be published on that website, in the case of a notice of meeting, throughout the period beginning with the date of the notification of availability and ending with the conclusion of the meeting, or, if no such period is specified, throughout the period of 28 days beginning with the date on which the notification of availability is sent to the Member, save that if the notice, document or information is made available for part only of that period then failure to make it available throughout that period shall be disregarded where such failure is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid.

22.3

In the case of joint holders:

(a)

it shall be sufficient for all notices, documents and other information to be sent or supplied to the joint holder whose name stands first in the Register of Members in respect of the joint holding only; and

(b)

the agreement of the joint holder whose name stands first in the Register of Members in respect of the joint holding that notices, documents and information may be sent or supplied in electronic form or by being made available on a website shall be binding on all the joint holders.

22.4

In the case of a Member registered on a branch register, any notice, document or other information can be posted or despatched in the country where the branch register is kept.

22.5

For the avoidance of doubt, the provisions of this Bye-law 22.5 et seq. are subject to Bye-laws 21.5 and 33.2.

22.6

The Company may at any time and at its sole discretion choose to send or supply notices, documents and information only in hard copy form to some or all Members.

22.7

A Member present either in person or by proxy at any meeting of the Company or of the holders of any class of shares shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

22.8

The Company or the Board may fix a date and time as the record date by reference to

which persons registered as holders of shares or other securities shall be entitled to receive any notice or other document to be given to Members and no change in the register after that time shall invalidate the giving of the notice or document.

22.9

Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before their name is entered in the Register of Members, has been given to the person from whom they derive their title.

22.10

Where, by reason of any suspension or curtailment of postal services, the Company is unable effectively to give notice of a general meeting, or meeting of the holders of any class of shares, the board may decide that the only persons to whom notice of the affected general meeting must be sent are: the Board; the Company’s auditors; those Members to whom notice to convene the general meeting can validly be sent by electronic means and those Members to whom notification as to the availability of the notice of meeting on a website can validly be sent by electronic means. In any such case the Company shall also:

(a)

advertise the general meeting in the Bermuda Royal Gazette newspaper; and

(b)

if at least seven clear days before the meeting the posting of notices again becomes practicable, send or supply a confirmatory copy of the notice to Members who were not sent the notice but would (but for this Bye-law) have been entitled to receive the notice.

22.10

Any notice, document or information to be sent or supplied by the Company to the Members or any of them, not being a notice of a general meeting, shall be sufficiently sent or supplied if sent or supplied by advertisement in the Bermuda Royal Gazette newspaper.

22.11

Any notice, document or information sent or supplied by the Company to the Members or any of them:

(a)

by hand, shall be deemed to have been received on the day it was handed to the Member or left at the Member’s registered address;

(b)

by post, shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in providing such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted or delivered to the courier;

(c)

by electronic means, shall be deemed to have been received 24 hours after it was sent. Proof that a notice, document or information in electronic form was addressed to the electronic address provided by the Member for the purpose of receiving communications from the Company shall be conclusive evidence that the notice, document or information was sent;

(d)

by making it available on a website, shall be deemed to have been received on the date on which notification of availability on the website is deemed to have been received in accordance with this Bye-law or, if later, the date on which it is

first made available on the website;

(e)

by means of a relevant system, shall be deemed to have been received 24 hours after the Company or any sponsoring system-participant acting on the Company’s behalf, sends the issuer-instruction relating to the notice, document or information;

(f)

by any other means specified in a written authorisation from the relevant Member, shall be deemed to have been received when the Company has done what it was authorised to do by that Member; and

(g)

by advertisement, shall be deemed to have been received on the day on which the advertisement appears.

22.12

Where a document is required under these Bye-laws to be signed by a Member or any other person, if the document is in electronic form, then in order to be valid the document must:

(a)

incorporate the electronic signature, or personal identification details (which may be details previously allocated by the Company), of that Member or other person, in such form as the Board may approve; or

(b)

be accompanied by such other evidence as the Board may require in order to be satisfied that the document is genuine,

the Company may designate mechanisms for validating any such document and a document not validated by the use of any such mechanisms shall be deemed as having not been received by the Company. In the case of any document or information relating to a meeting, an instrument of proxy or invitation to appoint a proxy, any validation requirements shall be specified in the relevant notice of meeting in accordance with Bye-laws 30.1 and 32.3.

23.

Postponement of General Meeting

23.1

If, after the sending of notice of a general meeting but before the meeting is held (or after the adjournment of a general meeting but before the adjourned meeting is held) the Directors decide that it is impracticable or undesirable to hold the meeting at the declared time or place (or at any of the declared places in the case of a meeting to which Bye-law 24.1 applies) or both, they may postpone the time at which the meeting is to be held or change the place (or any of the places, in the case of a meeting to which Bye-law 24.1 applies) or both, and in any such case:

(a)

no new notice of the meeting need be sent, but the Directors shall, if practicable, advertise the new date, time and place of the meeting in the Bermuda Royal Gazette newspaper and shall take reasonable steps to ensure that any shareholder attempting to attend the meeting at the original time and place is informed of the new arrangements; and

(b)

a proxy appointment in relation to the meeting may be delivered or received, at

the address or addresses specified by or on behalf of the Company in accordance with these Bye-laws, at any time not less than 48 hours before any postponed time appointed for holding the meeting.

23.2

The Directors may use the power under Bye-law 23.1 any number of times in relation to the same meeting.

24.

Form of Meetings and participation by telephonic or Electronic means

24.1

In the case of any general meeting, the Directors may, notwithstanding the specification in the notice convening the general meeting of the place at which the chair of the meeting shall preside (the “Principal Place”), make arrangements for simultaneous attendance and participation, by electronic means or otherwise, allowing persons not present together at the same place to attend, participate and vote at the meeting (including the use of a satellite meeting place or places). The arrangements for simultaneous attendance and participation at any place at which persons are participating, using electronic means may include arrangements for controlling or regulating the level of attendance at any particular venue provided that such arrangements shall operate so that all Members and proxies wishing to attend the meeting are able to attend at one or other of the venues.

24.2

The Members or proxies at the place or places at which persons are participating at a satellite meeting place or places in accordance with Bye-law 24.1 shall be counted in the quorum for, and be entitled to vote at, the general meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chair of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that the Members or proxies attending at the places at which persons are participating are able to:

(a)

participate in the business for which the meeting has been convened; and

(b)

hear persons who speak (whether through the use of electronic means, microphones, loud speakers, audio-visual communication equipment or otherwise) in the Principal Place and any other place at which persons are participating.

24.3

For the purposes of all other provisions of these Bye-laws (unless the context requires otherwise), the Members shall be treated as meeting at the Principal Place.

24.4

If it appears to the chair of the meeting that the facilities at the Principal Place or any place at which persons are participating have become inadequate for the purposes set out in sub-paragraphs (a) and (b) of Bye-law 24.2, the chair of the meeting may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at the general meeting up to the point of the adjournment shall be valid. The provisions of Bye-law 32 shall apply to that adjournment.

24.5

The forms of meetings under this Bye-law 24 shall be:

(a)

“physical meeting” means a general meeting held and conducted by physical attendance by Members and proxies at a particular place (or, if the Board specify

one or more satellite meeting places in accordance with Bye-laws 24.1 to 24.4, at particular places); and

(b)

a “hybrid meeting” means a general meeting held and conducted by both physical attendance by Members and proxies at a particular place (or, if the Board specify one or more satellite meeting places in accordance with Bye-laws 24.1 to 24.4, at particular places) and by Members and proxies also being able to attend and participate by electronic means without needing to be in physical attendance at that place (or places).

24.6

The Board may decide in relation to any general meeting (including a postponed or adjourned meeting) whether the general meeting is to be held as a physical meeting or as a hybrid meeting (and shall, for the avoidance of doubt, be under no obligation to convene a meeting as a hybrid meeting whatever the circumstances).

24.7

The Board may make such arrangements as they may decide in connection with the facilities for participation by electronic means in a hybrid meeting, and the entitlement of any Member or proxy to attend the general meeting, or to participate in it by electronic means, shall be subject to such arrangements. In the case of a hybrid meeting, the provisions of these Bye-laws shall be treated as modified to permit any such arrangements and in particular:

(a)

references in these Bye-laws to attending and being present at the meeting, including in relation to the quorum for the meeting and the right to vote at the meeting, shall be treated as including participating in the meeting by electronic means;

(b)

a notice of a general meeting which is to be a hybrid meeting shall state details of the facilities for attendance and participation by electronic means at the meeting or shall state where such details will be made available by the Company prior to the meeting;

(c)

the meeting shall be treated as having commenced if it has commenced at the physical place (or places) specified in the notice of the meeting;

(d)

the meeting shall be duly constituted and its proceedings valid if the chair of the meeting is satisfied that adequate facilities have been made available so that all persons (being entitled to do so) attending the hybrid meeting by electronic means, may participate in the business of the meeting, but under no circumstances shall the inability of one or more Members or proxies to access, or continue to access, the facilities for participation in the meeting despite adequate facilities being made available by the Company, affect the validity of the meeting or any business conducted at the meeting;

(e)

all resolutions put to Members at a hybrid meeting, including in relation to procedural matters, shall be decided on a poll;

(f)

the Directors may authorise any voting application, system or facility in respect of the electronic platform for the hybrid general meetings as they may see fit;

and

(g)

if it appears to the chair of the meeting that the electronic facilities for a hybrid meeting have become inadequate for the purpose of holding the meeting then the chair of the meeting may, with or without the consent of the meeting, adjourn the meeting (at any time before or after it has started), the provisions in Bye-law 32 shall apply to any such adjournment and all business conducted at the hybrid meeting up to the point of the adjournment shall be valid.

24.8

If, after the sending of notice of a hybrid meeting but before the meeting is held (or after the adjournment of a hybrid meeting but before the adjourned meeting is held), the Board consider that it is impracticable or unreasonable to hold the meeting at the time specified in the notice of meeting using the electronic facilities stated in the notice of meeting or made available prior to the meeting, they may change the meeting to a physical meeting or change the electronic facilities (and make details of the new facilities available in the manner stated in the notice of meeting) or both, and may postpone the time at which the meeting is to be held.

24.9

An adjourned general meeting or postponed general meeting may be held as a physical meeting or a hybrid meeting irrespective of the form of the general meeting which was adjourned or postponed.

24.10

The Directors or the chair of the meeting may make any arrangement and impose any requirement or restriction they consider appropriate to ensure the security of a hybrid meeting including, without limitation, requirements for evidence of identity:

(a)

necessary to ensure the identification of those taking part and the security of the electronic communication; and

(b)

proportionate to those objectives.

25.

Quorum at General Meetings

25.1

At any general meeting two or more Members present in person or by proxy throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting held during such time.

25.2

If within thirty minutes from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote at such meeting in accordance with these Bye-laws.

26.

Chair to Preside at General Meetings

Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the chair, if there be one, shall act as chair at all general meetings at which such person is present. In their absence, the Directors present shall elect one of their number present and willing to act to be chair of the meeting, and if there is only one Director present they shall be chair of the meeting. If no Director is present within 15 minutes after the time appointed for holding the meeting, the Members present and entitled to vote shall choose one of their number to be chair of the meeting.

27.

Voting on Resolutions

27.1

Subject to these Bye-laws and any rights or restrictions attached to any shares or class of shares, at a general meeting:

(a)

on a show of hands:

every Member who is present in person has one vote;

ii)

every proxy present who has been duly appointed by one or more Members entitled to vote on the resolution has one vote, except that if the proxy has been duly appointed by more than one Member entitled to vote on the resolution and is instructed by one or more of those Members to vote for the resolution and by one or more others to vote against it, or is instructed by one or more of those Members to vote in one way and is given discretion as to how to vote by one or more others (and wishes to use that discretion to vote in the other way) they have one vote for and one vote against the resolution; and

iii)

every corporate representative present who has been duly authorised by a corporation has the same voting rights as the corporation would be entitled to;

(b)

on a poll every Member present in person or by duly appointed proxy or corporate representative has one vote for every share of which they are the holder or in respect of which their appointment as proxy or corporate representative has been made; and

(c)

a Member, proxy or corporate representative entitled to more than one vote need not, if they vote, use all their votes or cast all the votes they use the same way.

27.2

For the purposes of determining which persons are entitled to attend or vote at a general meeting and how many votes such persons may cast, the Company may specify in the notice convening the general meeting a time, being not more than 48 hours before the time fixed for the meeting (and for this purpose no account shall be taken of any part of a day that is not a working day), by which a person must be entered on the register in order to have the right to attend or vote at the meeting. If no record date is specified in the notice convening the general meeting, the record date for determining which persons

are entitled to attend or vote at the meeting shall, unless otherwise required by law, be at the close of business on the working day preceding the day on which the notice convening the meeting is given.

27.3

In the case of joint holders the vote of the joint holder whose name appears first on the Register of Members in respect of the joint holding shall be accepted to the exclusion of the votes of the other joint holders.

27.4

A Member in respect of whom an order has been made by any court having jurisdiction in matters concerning mental disorder may vote, on a show of hands or on a poll, by any person authorised in that behalf by that court and the person so authorised may exercise other rights in relation to general meetings, including appointing a proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming the right to vote shall be delivered to the Registered Office, or such other place as is specified in accordance with these Bye-laws for the delivery or receipt of appointments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised, and in default the right to vote shall not be exercisable.

27.5

No Member shall have the right to vote at any general meeting or at any separate meeting of the holders of any class of shares, either in person or by proxy, in respect of any share held by them unless all amounts presently payable by them in respect of that share have been paid.

27.6

Any objection to the qualification of any person voting at a general meeting or on a poll or to the counting of, or failure to count, any vote, must be made at the meeting or adjourned meeting or at the time the poll is taken (if not taken at the meeting or adjourned meeting) at which the vote objected to is tendered. Any objection made in due time shall be referred to the chair of the meeting whose decision shall be final and conclusive. If a vote is not disallowed by the chair of the meeting it is valid for all purposes.

27.7

The Company shall not be bound to enquire whether any proxy or corporate representative votes in accordance with the instructions given to them by the Member they represent and if a proxy or corporate representative does not vote in accordance with the instructions of the Member they represent the vote or votes cast shall nevertheless be valid for all purposes.

27.8

A special resolution to be proposed at a general meeting may be amended by ordinary resolution if:

(a)

the chair of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed; and

(b)

the amendment does not go beyond what is necessary to correct a clear error in the resolution.

27.9

An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:

(a)

written notice of the terms of the proposed amendment and of the intention to move the amendment have been delivered to the Company at the Registered Office at least 48 hours before the time for holding the meeting or the adjourned meeting at which the ordinary resolution in question is proposed and the proposed amendment does not, in the reasonable opinion of the chair of the meeting, materially alter the scope of the resolution; or

(b)

the chair of the meeting, in their absolute discretion, decides that the proposed amendment may be considered or voted on.

27.10

With the consent of the chair of the meeting, an amendment may be withdrawn by its proposer before it is voted on. If an amendment proposed to any resolution under consideration is ruled out of order by the chair of the meeting, the proceedings on the resolution shall not be invalidated by any error in the ruling.

28.

Power to Demand a Vote on a Poll

28.1

For so long as any shares are held in a settlement system operated by DTC, any resolution put to the vote of a general meeting must be decided on a poll (and for so long as any shares are held in a settlement system operated by DTC this provision may not be amended without the unanimous consent of all the Members). If no shares are held in DTC, a resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is validly demanded. A poll on a resolution may be demanded either before a vote on a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

28.2

A poll on a resolution may be demanded by:

(a)

the chair of the meeting;

(b)

a majority of the Directors present at the meeting;

(c)

not less than five Members having the right to vote at the meeting;

(d)

a Member or Members representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting (excluding any voting rights attached to any shares in the Company held as treasury shares); or

(e)

a Member or Members holding shares conferring a right to vote on the resolution on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right (excluding any shares in the Company conferring a right to vote at the meeting which are held as treasury shares).

28.3

Unless a poll is duly demanded and the demand is not subsequently withdrawn, a declaration by the chair of the meeting that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry in respect of such declaration in the minutes of the meeting, shall be

conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

28.4

The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chair of the meeting, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

28.5

Polls at general meetings shall, subject to Bye-laws 28.6 and 28.7, be taken when, where and in such manner as the chair of the meeting directs. The chair of the meeting may appoint scrutineers (who need not be Members) and decide how and when the result of the poll is to be declared. The result of a poll shall be the decision of the meeting in respect of the resolution on which the poll was demanded.

28.6

A poll on the election of the chair of the meeting or on a question of adjournment must be taken immediately. Any other polls must be taken either during the meeting or within 30 days of the poll being demanded. A demand for a poll does not prevent a general meeting from continuing, except as regards the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

28.7

No notice need be given of a poll not taken during the meeting if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case, at least seven clear days’ notice must be given specifying the time and place at which the poll is to be taken.

29.

Voting by Joint Holders of Shares

In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

30.

Instrument of Proxy

30.1

A Member is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at a meeting of the Company. The appointment of a proxy shall be deemed also to confer authority to demand or join in demanding a poll. Delivery of an appointment of proxy shall not preclude a Member from attending and voting at the meeting or at any adjournment of it. A proxy need not be a Member. A Member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by them. References in these Bye-laws to an appointment of proxy include references to an appointment of multiple proxies.

30.2

Where two or more valid appointments of proxy are received in respect of the same share in relation to the same meeting, the one which is last sent shall be treated as replacing

and revoking the other or others. If the Company is unable to determine which is last sent, the one which is last received shall be so treated. If the Company is unable to determine either which is last sent or which is last received, none of such appointments shall be treated as valid in respect of that share.

30.3

Subject to Bye-law 30.5 an appointment of proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the appointor which in the case of a corporation may be either under its common seal or under the hand of a duly authorised officer or other person duly authorised for that purpose. The signature on the appointment of proxy need not be witnessed.

30.4

Where the appointment of a proxy is expressed to have been or purports to have been executed by a duly authorised person on behalf of a Member:

(a)

the Company may treat the appointment as sufficient evidence of that person’s authority to execute the appointment of proxy on behalf of that Member; and

(b)

the Member shall, if requested by or on behalf of the Company, send or procure the sending of any authority under which the appointment of proxy has been executed, or a certified copy of any such authority to such address and by such time as required under Bye-law 30.6 and, if the request is not complied with in any respect, the appointment of proxy may be treated as invalid.

30.5

The Board may (and shall for so long as any shares are held in a settlement system operated by DTC) allow an appointment of proxy to be sent or supplied in electronic form (including with respect to any shares held in a settlement system operated by DTC, by way of a voter instruction form) subject to any conditions or limitations as the Board may specify. Where the Company has given an electronic address in any instrument of proxy or invitation to appoint a proxy, any document or information relating to proxies for the meeting (including any document necessary to show the validity of, or otherwise relating to, an appointment of proxy, or notice of the termination of the authority of a proxy) may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting.

30.6

An appointment of proxy may:

(a)

in the case of an appointment of proxy in hard copy form, be received at the Registered Office or such other place as is specified in the notice convening the meeting, or in any appointment of proxy or any invitation to appoint a proxy sent out or made available by the Company in relation to the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting to which it relates;

(b)

in the case of an appointment of proxy in electronic form, be received at the electronic address specified in the notice convening the meeting, or in any instrument of proxy or any invitation to appoint a proxy sent out or made

available by the Company in relation to the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting to which it relates; and

(c)

in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, be received as aforesaid not less than 24 hours (or such shorter time as the Directors may determine) before the time appointed for the taking of the poll.

30.7

For the purposes of calculating the periods set out in Bye-law 30.6, the Directors may determine that, in relation to any meeting, no account shall be taken of any part of any day that is not a working day. An appointment of proxy which is not received or delivered in a manner so permitted shall be invalid.

30.8

A vote given or poll demanded by proxy shall be valid notwithstanding the previous termination or amendment of the authority of the person voting or demanding a poll, unless notice of the termination or amendment was delivered in writing to the Company at such place or address at which an appointment of proxy may be duly received under Bye-law 30.6 not later than the last time at which an appointment of proxy should have been received under Bye-law 30.6 in order for it to be valid.

30.9

The Board may at the expense of the Company send or make available appointments of proxy or invitations to appoint a proxy to the Members by post or by electronic means or otherwise (with or without provision for their return prepaid) for use at any general meeting or at any separate meeting of the holders of any class of shares, either in blank or nominating in the alternative any one or more of the Directors or any other person. If for the purpose of any meeting, appointments of proxy or invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall be issued to all (and not to some only) of the Members entitled to be sent a notice of the meeting and to vote at it, but the accidental omission, or the failure due to circumstances beyond the Company’s control, to send or make available such an appointment of proxy or give such an invitation to, or the non-receipt thereof by, any Member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting.

31.

Representation of Corporate Member

31.1

Any corporation (other than the Company itself) which is a Member of the Company may, by resolution of its Directors or other governing body, authorise a person or persons to act as its representative or representatives at any meeting of the Company, or at any separate meeting of the holders of any class of shares. The corporation shall for the purposes of these Bye-laws be deemed to be present in person at any such meeting if a person or persons so authorised is present at it. The Company may require such person or persons to produce a certified copy of the resolution before permitting them to exercise their powers.

31.2

A vote given or poll demanded by a corporate representative shall be valid notwithstanding that they are no longer authorised to represent the Member unless notice of the termination was delivered in writing to the Company at such place or address and by such time as is specified in Bye-law 30.6 for the receipt of an appointment of proxy.

32.

Adjournment of General Meeting

32.1

If a quorum is not present within half an hour after the time appointed for holding the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned and (subject to the provisions of the Companies Act) the chair of the meeting shall either specify the time and place to which it is adjourned or state that it is adjourned to such time and place as the Directors may determine. If at the adjourned meeting a quorum is not present within 15 minutes after the time appointed for holding the meeting, the meeting shall be dissolved.

32.2

Without prejudice to any other power of adjournment under these Bye-laws or at common law:

(a)

the chair of the meeting may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting;

(b)

the chair of the meeting may, without the consent of the meeting, adjourn the meeting at any time before or after it has commenced, if the chair of the meeting considers that:

there is not enough room for the number of Members and proxies who wish to attend the meeting;

ii)

the behaviour of anyone present prevents, or is likely to prevent, the orderly conduct of the business of the meeting;

iii)

an adjournment is necessary to protect the safety of any person attending the meeting; or

iv)

an adjournment is otherwise necessary in order for the business of the meeting to be properly carried out,

and if so adjourned, the chair of the meeting shall either specify the time and place to which it is adjourned or state that it is adjourned to such time and place as the Board may determine.

32.3

Subject to the provisions of the Companies Act, it shall not be necessary to give notice of an adjourned meeting except that when a meeting is adjourned for 14 days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. No business

shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.

32.4

Subject to Bye-law 32.3, meetings can be adjourned more than once, in accordance with the procedures set out in this Bye-law.

33.

Written Resolutions

33.1

Subject to these Bye-laws, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may, without a meeting, be done by written resolution in accordance with this Bye-law.

33.2

Notice of a written resolution shall be given, and a copy of the resolution shall be circulated to all Members who would be entitled to attend a meeting and vote thereon. The accidental omission to give notice to, or the non-receipt of a notice by, any Member does not invalidate the passing of a resolution.

33.3

A written resolution is passed when it is signed by, or in the case of a Member that is a corporation, on behalf of, the Members who at the date that the notice is given represent such majority of votes as would be required if the resolution was voted on at a meeting of Members at which all Members entitled to attend and vote thereat were present and voting.

33.4

A resolution in writing may be signed in any number of counterparts.

33.5

A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.

33.6

A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Companies Act.

33.7

This Bye-law shall not apply to:

(a)

a resolution passed to remove an Auditor from office before the expiration of his term of office; or

(b)

a resolution passed for the purpose of removing a Director before the expiration of his term of office.

33.8

For the purposes of this Bye-law, the effective date of the resolution is the date when the resolution is signed by, or in the case of a Member that is a corporation whether or not a company within the meaning of the Companies Act, on behalf of, the last Member whose signature results in the necessary voting majority being achieved and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date.

34.

Directors’ Attendance at General Meetings

The Directors shall be entitled to receive notice of, attend and be heard at any general meeting. The Directors or the chair of the meeting may permit other persons who are not Members or otherwise entitled to exercise the rights of Members in relation to general meetings to attend and, at the chair of the meeting’s absolute discretion, speak at a general meeting or at any separate class meeting.

DIVIDENDS AND CAPITALISATION

35.

Dividends

35.1

The Company may, subject to these Bye-laws and in accordance with the Companies Act, by an ordinary resolution of the Members declare dividends in accordance with the respective rights of the Members, but no dividend shall exceed the amount recommended by the Board.

35.2

The Board may determine when resolving to pay a dividend, and a general meeting declaring a dividend may, upon the recommendation of the Board, direct that it shall be satisfied wholly or partly by the distribution of specific assets and in particular of fully paid shares or debentures of any other company. Where any difficulty arises in regard to the distribution, the Directors may settle the same as they think fit and in particular (but without limitation) may:

issue fractional certificates or other fractional entitlements (or ignore fractions) and fix the value for distribution of such specific assets or any part thereof;

ii.

determine that cash shall be paid to any Member on the basis of the value so fixed in order to adjust the rights of those entitled to participate in the dividend; and

iii.

vest any such specific assets in trustees.

35.3

The Board may fix any date as the record date for determining the Members entitled to receive any dividend.

35.4

Except as otherwise provided in these Bye-laws or the rights attached to shares, all dividends shall be declared and paid according to the amount paid up on the shares on which the dividend is paid. If any share is issued on terms that it ranks for dividend as from a particular date, it shall rank for dividend accordingly. In any other case (and except as aforesaid), dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purpose of this Bye-law, no account is to be taken of any amounts which has been paid up on a share in advance of the due date for payment of that amount.

35.5

The Board may pay interim dividends as may be lawfully made out of assets of the Company. If the share capital is divided into different classes, the Board may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. The Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that dividends may be lawfully made out of assets of the Company. If the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

35.6

The Company may, by an ordinary resolution of the Members declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of assets of the Company. No unpaid distribution shall bear interest as against the Company.

36.

Power to Set Aside Profits

The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose.

37.

Dividend payment procedure

37.1

Any dividend or other money payable relating to a share shall be paid to:

(a)

the Member;

(b)

if the share is held by more than one Member, all joint holders; or

(c)

the person or persons becoming entitled to the share by reason of the death or bankruptcy of a holder or otherwise by operation of law,

and such person shall be referred to as the “recipient” for the purposes of this Bye-law.

37.2

Any dividend or other money payable relating to a share shall be paid by such method as the Board may decide. Without limiting any other method of payment which the Board may decide upon, the payments may be made, wholly or partly:

(a)

by sending a cheque, warrant or any other similar financial instrument to the recipient by post addressed to their registered address or, in the case of joint recipients, by sending such cheque, warrant or any other similar financial instrument to the registered address of whichever of the joint recipients’ names appears first on the Register of Members, or, in the case of persons entitled by operation of law, to any such persons;

(b)

by inter-bank transfer or any other electronic form or electronic means to an

account (of a type approved by the Board) which is specified in a written instruction from or on behalf of the recipient (or, in the case of joint recipients, all joint recipients);

(c)

in respect of shares in uncertificated form, where the Company is authorised to do so by or on behalf of the recipient (or, in the case of joint recipients, all joint recipients) in such manner as the Board may from time to time consider sufficient, by means of a relevant system;

(d)

in some other way requested in writing by the recipients (or, in the case of joint recipients, all joint recipients) and agreed by the Company; or

(e)

to such other person as may be specified in a written instruction from or on behalf of the recipient (or, in the case of joint recipients, all joint recipients), in which case payment shall be made in accordance with sub-paragraphs (a) to (d) above, as specified in the written instruction.

37.3

In respect of the payment of any dividend or other sum which is a distribution, the Board may decide, and notify recipients, that:

(a)

one or more of the means described in Bye-law 37.2 will be used for payment and a recipient may elect to receive the payment by one of the means so notified in the manner prescribed by the Board;

(b)

one or more of such means will be used for the payment unless a recipient elects otherwise in the manner prescribed by the Board; or

(c)

one or more of such means will be used for the payment and that recipients will not be able to elect otherwise.

The Directors may for this purpose decide that different methods of payment may apply to different recipients or groups of recipients.

37.4

All cheques, warrants and similar financial instruments are sent, and payment in any other way is made, at the risk of the person who is entitled to the money and the Company will not be responsible for a payment which is lost, rejected or delayed. The Company can rely on a receipt for a dividend or other money paid in relation to a share from any one of the joint recipients on behalf of all of them. The Company is treated as having paid a dividend if the cheque, warrant or similar financial instrument is cleared or if a payment is made using a relevant system or inter-bank transfer or other electronic means.

37.5

Subject to the rights attaching to any shares, any dividends or other monies payable on or in respect of a share may be declared or paid in such currency or currencies and using such exchange rate or such date for determining the value or currency conversions as the Board may determine.

38.

Capitalisation

38.1

The Board may with the authority of an ordinary resolution of the Members:

(a)

subject as provided in this Bye-law, resolve to capitalise any profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company (including any share premium account, contributed surplus account, capital redemption reserve, merger reserve or revaluation reserve);

(b)

appropriate the sum resolved to be capitalised to the Members in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would (or in the case of treasury shares, which would if such shares were not held as treasury shares) entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full shares or debentures of the Company of a nominal amount equal to that sum, and allot such shares or debentures credited as fully paid to those Members or as they may direct, in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this Bye-law, only be applied in paying up shares to be allotted to Members credited as fully paid;

(c)

resolve that any shares so allotted to any Member in respect of a holding by them of any partly paid shares shall so long as such shares remain partly paid rank for dividend only to the extent that the latter shares rank for dividend;

(d)

make such provision by the issue of fractional certificates or other fractional entitlements (or by ignoring fractions) or by payment in cash or otherwise as they think fit in the case of shares or debentures becoming distributable in fractions (including provision whereby the benefit of fractional entitlements accrues to the Company rather than to the Members concerned);

(e)

authorise any person to enter on behalf of all the Members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any further shares to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such Members; and

(f)

generally do all acts and things required to give effect to such resolution as aforesaid.

38.2

The Board may with the authority of an ordinary resolution of the Members, capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend distribution by applying such amounts in paying up in full, partly or nil paid shares of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution.

DIRECTORS AND OFFICERS

39.

Election or Appointment of Directors

39.1

The Board shall be elected or appointed in the first place at the statutory meeting of the Company and thereafter, except in the case of a casual vacancy, at the annual general meeting or at any special general meeting called for that purpose. The Company may in general meeting set a shareholding requirement for Directors but unless so set there shall be no such requirement.

39.2

The Board may elect from their number, and remove, a chair and a deputy chair of the board of Directors. The chair, or in the chair’s absence the deputy chair, shall preside at all meetings of the Directors, but if there is no chair or deputy chair, or if at the meeting neither the chair nor the deputy chair is present within ten minutes after the time appointed for the meeting, or if neither of them is willing to act as chair, the Directors present may choose one of their number to be chair of the meeting.

39.3

No person other than a Director retiring at the meeting shall be appointed or reappointed a Director at any general meeting unless:

(a)

they are recommended by the Directors; or

(b)

not less than seven nor more than 35 days before the date appointed for holding the meeting, notice executed by a Member qualified to vote on the appointment or reappointment has been given to the Company of the intention to propose that person for appointment or reappointment, stating the particulars which would, if they were appointed or reappointed, be required to be included in the Company’s register of Directors, together with notice executed by that person of their willingness to be appointed or reappointed.

39.4

At any general meeting, the Company may by an ordinary resolution of the Members, elect a person who is willing to act as a Director, and is permitted by law to do so, to be a Director, either to fill a vacancy or as an additional Director. Any motion at a general meeting for the appointment of two or more persons as Directors by a single resolution shall not be made, unless such resolution has been unanimously agreed to by the meeting beforehand.

39.5

The Board may by ordinary resolution appoint any person who is willing to act as a Director, and is permitted by law to do so, to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed as the maximum number of Directors.

40.

Number of Directors

The Board shall consist of not less than two Directors and not more than 15 Directors unless otherwise determined by an ordinary resolution of the Members.

41.

Term of Office of Directors

At each annual general meeting all of the Directors shall retire from office, except any Director appointed by the board after the notice of that annual general meeting has been given and before that annual general meeting has been held.

42.

Alternate Directors

42.1

Any Director (other than an Alternate Director) may appoint any other Director, or any other person approved by Board resolution and willing to act and permitted by law to do so, to be an Alternate Director and may remove an Alternate Director appointed by them from their appointment as Alternate Director.

42.2

An Alternate Director shall be entitled to receive notices of meetings of the Directors and of committees of the Directors of which their appointor is a Member, to attend and vote at any such meeting at which the Director appointing them is not present, and generally to perform all the functions of their appointor as a Director in their absence. An Alternate Director shall not (unless the Company by ordinary resolution otherwise determines) be entitled to any fees for their services as an Alternate Director, but shall be entitled to be paid such expenses as might properly have been paid to them if they had been a Director.

42.3

An Alternate Director shall cease to be an Alternate Director if their appointor ceases to be a Director; however, if a Director retires, pursuant to these Bye-laws or otherwise, but is reappointed or deemed to have been reappointed at the meeting at which they retire, any appointment of an Alternate Director made by them which was in force immediately prior to their retirement shall continue after their reappointment.

42.4

An Alternate Director shall cease to be an Alternate Director on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to their appointor, would result in the termination of the appointor’s appointment as a Director.

42.5

An appointment or removal of an Alternate Director shall be by notice in writing to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors and shall take effect upon receipt of such notice or such later date as is stated in such notice.

42.6

Save as otherwise provided in these Bye-laws, an Alternate Director shall:

(a)

be deemed for all purposes to be a Director;

(b)

alone be responsible for their own acts and omissions;

(c)

in addition to any restrictions which may apply to them personally, be subject to the same restrictions as their appointor; and

(d)

not be deemed to be the agent of or for the Director appointing them.

43.

Removal of Directors

43.1

Notwithstanding any provision to the contrary in these Bye-laws, the Members entitled to vote for the election of Directors may remove a Director with or without cause by an ordinary resolution of the Members provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on the Director not less than 28 clear days before the meeting and at such meeting the Director shall be entitled to be heard on the motion for such Director’s removal.

43.2

If a Director is removed from the Board under this Bye-law, the Members may fill the vacancy at the meeting at which such Director is removed. In the absence of such election or appointment, the Board may fill the vacancy.

43.3

Notwithstanding Bye-law 43.1, the Board may remove a Director if a resolution is passed by all the other Directors stating that such Director shall cease to be a Director with immediate effect.

44.

Vacancy in the Office of Director

44.1

The office of Director shall be vacated if the Director:

(a)

is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law or, in the case of a corporate Director, is otherwise unable to carry on or transact business;

(b)

is or becomes bankrupt or makes any arrangement or composition with his creditors generally, in any country;

(c)

is or becomes of unsound mind or dies;

(d)

resigns his office by notice to the Company.

(e)

their appointment is terminated in accordance with the terms of their service contract, the Companies Act or these Bye-laws;

(f)

their appointment expires in accordance with the terms of their service contract; or

(g)

is absent without permission of the Directors from all meetings of the Directors held during a continuous period of six months or more and the Directors resolve that that person should cease to be a Director.

44.2

The Board shall have the power to appoint any person as a Director to fill a vacancy on the Board occurring as a result of the death, disability, disqualification or resignation of any Director and to appoint an Alternate Director to any Director so appointed.

45.

Remuneration of Directors

45.1

Until otherwise determined by the Company by ordinary resolution, there shall be paid to the Directors who do not hold executive office (other than Alternate Directors) such

fees for their services in the office of Director as the Directors may determine provided that, subject to Bye-law 45.3, the amount payable to such Directors shall not exceed the higher of: (i) in the aggregate an annual sum of £3,000,000; or (ii) such other figure as may be approved by shareholders or in accordance with the prevailing Directors’ remuneration policy from time to time. The fees shall be deemed to accrue from day to day and shall be distinct from and additional to any remuneration or other benefits which may be paid or provided to any Director pursuant to any other provision of these Bye-laws.

45.2

Any Director who:

(a)

holds any other office in the Company (including for this purpose the office of chair); or

(b)

serves on any committee of the Directors; or

(c)

performs (or undertakes to perform) services which the Directors consider go beyond the ordinary duties of a Director,

may be paid such additional remuneration (whether by way of fixed sum, bonus, commission, participation in profits or otherwise) as the Board may determine.

45.3

The Board may (by the establishment of, or maintenance of, schemes or otherwise) provide benefits, whether by the payment of allowances, gratuities or pensions, or by insurance or death, sickness or disability benefits or otherwise, for any Director or any former Director of the Company or of any body corporate which is or has been a subsidiary undertaking of the Company or a predecessor in business of the Company or of any such subsidiary undertaking, and for any member of their family (including a spouse or civil partner or a former spouse or former civil partner) or any person who is or was dependent on them and may (before as well as after they cease to hold such office) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

45.4

The Directors may also be paid all reasonable expenses properly incurred by them in connection with their attendance at meetings of the Directors or of committees of the Directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company and any reasonable expenses properly incurred by them otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.

46.

Defect in Appointment

All acts done in good faith by the Board, any Director, a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its powers, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in the relevant capacity.

47.

Directors to Manage Business

The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not required to be exercised by the Company in general meeting by these Bye-laws or the Companies Act. No alteration of these Bye-laws shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made. The general management powers given by this Bye-law shall not be limited by any special authority or power given to the Directors by any other Bye-law.

48.

Powers of the Board of Directors

The Board may:

(a)

appoint one or more Directors to the office of managing Director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;

(b)

appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;

(c)

appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;

(d)

exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party, including the exercise all the powers of the Company to:

borrow money;

ii)

give a guarantee;

iii)

hypothecate, mortgage, charge or pledge all or any part of its undertaking, property and assets (present and future); and

iv)

create and issue debentures and other securities, whether outright or as collateral security, for any debt, liability or obligation of the Company or of any third party.

(e)

by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may

think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;

(f)

procure that the Company pays all expenses incurred in promoting and incorporating the Company;

(g)

in connection with the issue of any share, pay such commission and brokerage as may be permitted by law;

(h)

authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company;

(i)

present any petition and make any application in connection with the liquidation or reorganisation of Company;

(j)

Subject to the provisions of these Bye-laws, the Directors may delegate any of the powers which are conferred on them under the Bye-laws:

to such person or committee;

ii)

by such means (including by power of attorney);

iii)

to such an extent;

iv)

in relation to such matters or territories; and

on such terms and conditions,

as they think fit.

(k)

If the Directors so specify, any such delegation may authorise further delegation of the Directors’ powers by any person to whom they are delegated.

(l)

The Directors may revoke any delegation in whole or part, or alter its terms and conditions.

(m)

The power to delegate under this Bye-law includes power to delegate the determination of any fee, remuneration or other benefit which may be paid or provided to any Director.

(n)

Subject to Bye-law 48(o), the proceedings of any committee appointed under Bye-law 48(j)(i) with two or more Members shall be governed by such of these Bye-laws as regulate the proceedings of Directors so far as they are capable of applying.

(o)

The Directors may make rules regulating the proceedings of such committees, which shall prevail over any rules derived from these Bye-laws if, and to the extent that, they are not consistent with them.

(p)

References to a committee of the Directors are to a committee established in accordance

with these Bye-laws, whether or not comprised wholly of Directors.

(q)

delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit.

49.

Register of Directors and Officers

The Secretary shall cause to be kept in one or more books at the Registered Office a Register of Directors and Officers and shall enter therein the particulars required by the Companies Act.

50.

Appointment of Officers

The Board may appoint such Officers (who may or may not be Directors) as the Board may determine.

51.

Appointment of Secretary

The Secretary shall be appointed by the Board from time to time for such term, and upon such conditions as they think fit; and any Secretary so appointed may be removed by them. If thought fit, two or more persons may be appointed as joint Secretaries. The Directors may also appoint from time to time, on such terms as they may think fit, one or more deputy secretaries, assistant secretaries and deputy assistant secretaries and the secretary may delegate any of the powers or discretions which are conferred on the secretary under these Bye-laws to such person or persons by such means (including by power of attorney), to such an extent in relation to such matters or territories and on such terms and conditions, as the Secretary thinks fit.

52.

Duties of Secretary and Officers

52.1

The Secretary (including one or more deputy or assistant secretaries) shall have such powers and perform such duties as prescribed by the Companies Act together with such other powers and duties as shall from time to time be prescribed by the Board.

52.2

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

53.

Remuneration of Officers

The Secretary and Officers shall receive such remuneration as the Board may determine.

54.

Conflicts of Interest

54.1

Subject to the provisions of these Bye-laws, a Director shall not vote at a meeting of the Directors on any resolution concerning a matter in which they have, directly or indirectly, a material interest (other than an interest in shares, debentures or other securities of, or otherwise in or through, the Company), unless their interest arises only because the case falls within one or more of the following sub-paragraphs:

(a)

the resolution relates to the giving to them of a guarantee, security, or indemnity in respect of money lent to, or an obligation incurred by them for the benefit of, the Company or any of its subsidiary undertakings;

(b)

the resolution relates to the giving to a third party of a guarantee, security, or indemnity in respect of an obligation of the Company or any of its subsidiary undertakings for which the Director has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

(c)

the resolution relates to the giving to them of any other indemnity which is on substantially the same terms as indemnities given or to be given to all of the other Directors or to the funding by the Company of their expenditure on defending proceedings or the doing by the Company of anything to enable them to avoid incurring such expenditure where all other Directors have been given or are to be given substantially the same arrangements;

(d)

the resolution relates to the purchase or maintenance for any Director or Directors of insurance against any liability;

(e)

their interest arises by virtue of their being, or intending to become, a participant in the underwriting or sub-underwriting of an offer of any shares in or debentures or other securities of the Company for subscription, purchase or exchange;

(f)

the resolution relates to an arrangement for the benefit of the employees and Directors or former employees and former Directors of the Company or any of its subsidiary undertakings, or the members of their families (including a spouse or civil partner or a former spouse or former civil partner) or any person who is or was dependent on such persons, including but without being limited to a retirement benefits scheme and an employees’ share scheme, which does not accord to any Director any privilege or advantage not generally accorded to the employees or former employees to whom the arrangement relates; or

(g)

the resolution relates to a transaction or arrangement with any other company in which they are interested, directly or indirectly (whether as Director or shareholder or otherwise), provided that they are not the holder of or beneficially interested in 1 per cent. or more of any class of the equity share capital of that company and not entitled to exercise 1 per cent. or more of the voting rights available to members of the relevant company (and for the purpose of calculating the said percentage there shall be disregarded (i) any shares held by the Director as a bare or custodian trustee and in which they have no beneficial interest; (ii) any shares comprised in any authorised unit trust scheme in which the Director is interested only as a unit holder; and (iii) any shares of that class held as treasury shares).

54.2

Where proposals are under consideration concerning the appointment (including the fixing or varying of terms of appointment) of two or more Directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each Director

separately and (provided they are not for any reason precluded from voting) each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning their own appointment.

54.3

The Company may by ordinary resolution suspend or relax to any extent, in respect of any particular matter, any provision of these bye-laws prohibiting a director from voting at a meeting of the directors or of a committee of the directors.

54.4

Provided that a director has disclosed to the other directors the nature and extent of any material interest of such director, a director notwithstanding their office:

(a)

may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;

(b)

may be a director or other officer of, or be employed by, or hold any position with, or be a party to any transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is interested.

54.5

No transaction or arrangement shall be liable to be avoided on the ground of any interest, office, employment or position within Bye-law 54.1 and the relevant Director:

(a)

shall not infringe their duty to avoid a situation in which they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company as a result of any such office, employment or position, or any such transaction or arrangement, or any interest in any such body corporate;

(b)

shall not, by reason of their office as a Director of the Company be accountable to the Company for any benefit which they derive from any such office, employment or position, or any such transaction or arrangement, or from any interest in any such body corporate;

(c)

shall not be required to disclose to the Company, or use in performing their duties as a Director of the Company, any confidential information relating to any such office, employment, or position if to make such a disclosure or use would result in a breach of a duty or obligation of confidence owed by them in relation to or in connection with such office, employment or position; and

(d)

may absent themselves from discussions, whether in meetings of the Directors or otherwise, and exclude themselves from information, which will or may relate to such office, employment, position, transaction, arrangement or interest.

54.6

For the purposes of this Bye-law:

(a)

a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified;

(b)

an interest of which a Director has no knowledge and of which it is unreasonable to expect them to have knowledge shall not be treated as an interest of theirs;

(c)

a Director shall be deemed to have disclosed the nature and extent of an interest which consists of them being a Director, officer or employee of any subsidiary undertaking of the Company;

(d)

a Director need not disclose an interest if it cannot be reasonably regarded as likely to give rise to a conflict of interest; and

(e)

a Director need not disclose an interest if, or to the extent that, the other Directors are already aware of it (and for this purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware).

54.7

The Directors may (subject to such terms and conditions, if any, as they may think fit to impose from time to time, and subject always to their right to vary or terminate such authorisation) authorise, to the fullest extent permitted by law:

(a)

any matter which would otherwise result in a Director infringing their duty to avoid a situation in which they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company and which may reasonably be regarded as likely to give rise to a conflict of interest (including a conflict of interest and duty or conflict of duties); and

(b)

a Director to accept or continue in any office, employment or position in addition to their office as a Director of the Company and, without prejudice to the generality of Bye-law 54.1(a), may authorise the manner in which a conflict of interest arising out of such office, employment or position may be dealt with, either before or at the time that such a conflict of interest arises,

provided that the authorisation is effective only if (i) any requirement as to the quorum at the meeting at which the matter is considered is met without counting the Director in question or any other interested Director, and (ii) the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.

54.8

If a matter, or office, employment or position, has been authorised by the Directors in accordance with this Bye-law then (subject to such terms and conditions, if any, as the Directors may think fit to impose from time to time, and subject always to their right to vary or terminate such authorisation or the permissions set out below) no transaction or arrangement relating to any such matter shall be liable to be avoided on the ground of any such matter, or office, employment or position and the relevant Director:

(a)

(b)

shall not, by reason of their office as a Director of the Company, be accountable to the Company for any benefit which they derives from any such matter, or from

any such office, employment or position;

(c)

shall not be required to disclose to the Company, or use in performing their duties as a Director of the Company, any confidential information relating to such matter, or such office, employment or position if to make such a disclosure or use would result in a breach of a duty or obligation of confidence owed by them in relation to or in connection with that matter, or that office, employment or position; and

(d)

may absent themselves from discussions, whether in meetings of the Directors or otherwise, and exclude themselves from information, which will or may relate to that matter, or that office, employment or position.

55.

Indemnification and Exculpation of Directors and Officers

55.1

The Directors, Secretary and other Officers (the term Officer for this Bye-law to include any person appointed to any committee by the Board) for the time being acting in relation to any of the affairs of the Company, any subsidiary thereof, and the liquidation or trustees (if any) for the time being acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them, and their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of the said persons.

55.2

Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director or Officer.

55.3

The Company may purchase and maintain insurance for the benefit of any Director or Officer against any liability incurred by him under the Companies Act in his capacity as a Director or Officer or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any subsidiary thereof.

55.4

The Company may advance moneys to a Director or Officer for the costs, charges and expenses incurred by the Director or Officer in defending any civil or criminal proceedings against him, on condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty is proved against him.

55.5

The Directors or the chair of the meeting may direct that any person wishing to attend any general meeting should submit to and comply with such searches or other security arrangements (including without limitation, requiring evidence of identity to be produced before entering the meeting and placing restrictions on the items of personal property which may be taken into the meeting) as they consider appropriate in the circumstances. The Directors or the chair of the meeting may in their absolute discretion refuse entry to, or eject from, any general meeting any person who refuses to submit to a search or otherwise comply with such security arrangements.

55.6

The Directors or the chair of the meeting may take such action, give such direction or put in place such checks or arrangements as they consider appropriate to secure the safety of the people attending the meeting or to promote the orderly conduct of the business of the meeting. Any decision of the chair of the meeting on matters of procedure or matters arising incidentally from the business of the meeting, and any determination by the chair of the meeting as to whether a matter is of such a nature, shall be final

MEETINGS OF THE BOARD OF DIRECTORS

56.

Board Meetings

The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. Questions arising at a meeting shall be decided by a majority of votes. In case of an equality of votes, the chair shall have a second or casting vote (unless the chair is not entitled to vote on the resolution in question, in which case if there is an equality of votes the matter shall be treated as not having been decided). A Director who is also an Alternate Director shall be entitled in the absence of their appointor to a separate vote on behalf of their appointor in addition to their own vote; and an Alternate Director who is appointed by two or more Directors shall be entitled to a separate vote on behalf of each of their appointors in the appointor’s absence.

57.

Notice of Board Meetings

The chair or any three Directors may, and the secretary at the request of the chair or such three Directors shall, call a meeting of the Directors. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director verbally (including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means, or other mode of representing words in visible form at such Director’s last known address or in accordance with any other instructions given by such Director to the Company for this purpose.

58.

Telephonic or electronic Participation in Meetings

Directors may participate in any meeting by telephonic or such electronic means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be deemed to take place where the largest group of Directors participating in the meeting is physically assembled or, if there is no such group, where the chair of the meeting then is.

59.

Quorum at Board Meetings

No business shall be transacted at any meeting of the Directors unless a quorum is present. The quorum may be fixed by the Directors. If the quorum is not fixed by the Directors, the quorum shall be two. A Director shall not be counted in the quorum present in relation to a matter or resolution on which they are not entitled to vote (or when their vote cannot be counted) but shall be counted in the quorum present in relation to all other matters or resolutions considered or voted on at the meeting. An Alternate Director who is not themselves a Director shall if their appointor is not present, be counted in the quorum. An Alternate Director who is themselves a Director shall only be counted once for the purpose of determining if a quorum is present.

60.

Board to Continue in the Event of Vacancy

The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at meetings of the Board, the continuing Directors or Director may act for the purpose of (i) summoning a general meeting; or (ii) preserving the assets of the Company.

61.

Chairman to Preside

Unless otherwise agreed by a majority of the Directors attending, the chair, if there be one, shall act as chair at all meetings of the Board at which such person is present. In their absence a chair shall be appointed or elected by the Directors present at the meeting.

62.

Written Resolutions

A resolution signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution. For the purposes of this Bye-law only, “the Directors” shall not include an Alternate Director.

63.

Validity of Prior Acts of the Board

No regulation or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

ACCOUNTS

64.

Books and Papers

64.1

Subject to the Companies Act, the Board shall cause to be kept proper Books and Papers of the Company including records of account with respect to all transactions of the Company and in particular with respect to:

(a)

all amounts of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;

(b)

all sales and purchases of goods by the Company; and

(c)

all assets and liabilities of the Company.

64.2

The Books and Papers of the Company may be kept in hard copy form or in electronic form, and arranged, maintained and kept in any manner permitted by the Companies Act.

64.3

Such Books and Papers shall be kept at the Registered Office, or subject to the Companies Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.

65.

Financial Year End

The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31^st December in each year.

AUDITS

66.

Annual Audit

Subject to any rights to waive the laying of accounts or the appointment of an Auditor pursuant to the Companies Act, the accounts of the Company shall be audited at least once in every year.

67.

Appointment of Auditor

67.1

Subject to the Companies Act and provided that the Members have not waived the requirement to hold an annual general meeting or appoint an Auditor, at the annual general meeting or at a subsequent special general meeting in each year, an independent representative of the Members shall be appointed by them as Auditor of the accounts of the Company.

67.2

The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.

67.3

The Auditor appointed by the Members shall continue to hold office until a successor is appointed by the Members or, if the Members fail to do so, until the Board appoints a successor.

68.

Remuneration of Auditor

Save in the case of an Auditor appointed pursuant to Bye-law 73, the remuneration of the Auditor shall be fixed by the Company in a general meeting or in such manner as the Members may determine. In the case of an Auditor appointed pursuant to Bye-law 73, the remuneration of the Auditor shall be fixed by the Board.

69.

Duties of Auditor

69.1

The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report on such financial statements in accordance with generally accepted auditing standards.

69.2

The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Companies Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used.

70.

Access to Records

The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers of the Company for any information in their possession relating to the books or affairs of the Company.

71.

Financial Statements

Subject to the waiver of the laying of accounts by the Members in accordance with the Companies Act, financial statements, as required by the Companies Act, shall be laid before the Members in an annual general meeting, or if the Members waive the requirement for an annual general meeting, financial statements, as required by the Companies Act, shall be made available to the Members in accordance with the Companies Act. A resolution in writing made in accordance with Bye-law 33 receiving, accepting, adopting, approving or otherwise acknowledging financial statements shall be deemed to be the laying of such statements before the Members in a general meeting.

72.

Distribution of Auditor’s Report

The report of the Auditor shall be submitted to the Members at a general meeting.

73.

Vacancy in the Office of Auditor

The Board may fill any casual vacancy in the office of the Auditor.

CORPORATE RECORDS

74.

Minutes

The Board shall cause minutes to be duly entered in books provided for the purpose of:

(a)

all elections and appointments of Officers;

(b)

the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and

(c)

all resolutions and proceedings of general meetings of the Members, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.

75.

Place Where Corporate Records Kept

Minutes prepared in accordance with the Companies Act and these Bye-laws shall be kept by the Secretary at the Registered Office. Except as provided by the Companies Act or by order of the court or authorised by the Directors or an ordinary resolution of the Company, no person is entitled to inspect any of the Company’s accounting or other records or documents merely by virtue of being a Member. Minutes shall be retained for at least ten years from the date of the appointment or meeting and shall be kept available for inspection in accordance with the Companies Act.

76.

Form and Use of Seal

76.1

The Company may adopt a seal in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda. Such a seal shall be used only by the authority of a resolution of the Board or of a committee of the Board.

76.2

The seal shall be used only by the authority of a resolution of the Board or of a committee of the Board. The Board may determine whether any instrument to which the seal is affixed shall be signed and, if it is to be signed, who shall sign it. The Board may decide by what means and in what form the seal is to be used (including but not limited to electronic seals). Unless otherwise determined by the Directors:

(a)

share certificates and, subject to the provisions of any instrument constituting the same, certificates issued under the seal in respect of any debentures or other securities, need not be signed and any signature may be applied to any such certificate by any mechanical or other means or may be printed on it;

(b)

every other instrument to which the seal is affixed shall be signed by

two Directors of the Company;

ii.

one Director and the secretary of the Company; or

iii.

at least one authorised person in the presence of a witness who attests the signature.

76.3

For this purpose an authorised person is any Director of the Company or the secretary of the Company, or any person authorised by the Board for the purpose of signing instruments to which the seal is affixed.

76.4

A Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents.

CHANGES TO CONSTITUTION AND COMPANY NAME

77.

Alteration or amendment of Bye-laws

No Bye-law may be rescinded, altered or amended and no new Bye-law may be made save in accordance with the Companies Act and until such amendment or alteration has been approved by a resolution of the Board and by a special resolution of the Members.

78.

Alteration or amendment of Memorandum

No alteration or amendment to the Memorandum may be made save in accordance with the Companies Act and until such alteration or amendment has been approved by a resolution of the Board and by a special resolution of the Members.

79.

Discontinuance

The Board may exercise all the powers of the Company to discontinue the Company to a jurisdiction outside Bermuda pursuant to the Companies Act.

80.

Change of name

The Board may exercise all the powers of the Company to change the Company’s name and the Members hereby agree pursuant to section 24A of the Companies Act that the powers of the Members under section 10 of the Companies Act shall not be exercised.

MISCELLANEOUS

81.

Registered Office

The Registered Office shall be at such place in Bermuda as the Board shall from time to time determine.

82.

Amalgamation and Merger

82.1

The Company may by a special resolution of the Members in accordance with Bye-law 19 approve the amalgamation or merger of the Company with any other company wherever incorporated. The quorum applicable to any general meeting convened for the purposes of seeking approval of the Members to an amalgamation or merger shall be as set forth in Bye-law 25.1.

82.2

The Members hereby agree pursuant to section 24A of the Companies Act that if an amalgamation or merger of the Company is effected in accordance with Bye-law 82.1, no Member shall be entitled to exercise the power to apply to the Supreme Court of Bermuda under section 106(6) of the Companies Act to appraise the fair value of their shares.

83.

Untraced Members

83.1

The Company shall be entitled to sell (at any time after becoming entitled to do so) any share held by a Member, or any share to which a person is entitled by transmission (including in consequence of the death or bankruptcy of the Member or otherwise by operation of law), if:

(a)

for a period of 12 years no cheque or warrant or other method of payment for amounts payable in respect of the share sent and payable in a manner authorised by these Bye-laws has been cashed or effected and no communication has been received by the Company from the Member or person concerned;

(b)

during that period at least three dividends have become payable on the share (whether interim or final) and no such dividend has been claimed by the Member or person concerned;

(c)

the Company has, at any time after the expiration of that period, sent a notice to the registered address or last known address of the Member or person concerned of its intention to sell such share and, before sending such a notice to the Member or other person concerned, the Company has taken such steps as it considers reasonable in the circumstances to trace the Member or other person entitled, including engaging, if considered appropriate in relation to such share, a professional asset reunification company or other tracing agent; and

(d)

the Company has not, during the further period of three months following the sending of the notice referred to in Bye-law 83.1(c) above and prior to the sale of the share, received any communication from the Member or person concerned.

83.2

The Company shall also be entitled to sell any additional share issued during the said period of 12 years in right of any share to which Bye-law 83.1 applies (or in right of any share so issued), if the criteria in Bye-law 83.1 (a), (c) and (d) are satisfied in relation to the additional share (but as if the words “for a period of 12 years” were omitted from Bye-law 83.1 (a) and the words “, after the expiration of that period,” were omitted from Bye-law 83.1 (c)).

83.3

A sale of any shares pursuant to this Bye-law may be made at such time, in such manner and on such terms as the Directors may decide and to give effect to the sale of any share pursuant to this Bye-law:

(a)

in the case of a share in certificated form, the Directors may authorise any person to execute an instrument of transfer of the share to the purchaser or a person nominated by the purchaser and take such other steps (including the giving of

directions to or on behalf of the holder, who shall be bound by them) as it thinks fit to effect the transfer; and

(b)

in the case of a share in uncertificated form, the Board may:

to enable the Company to deal with the share in accordance with the provisions of this Bye-law, require or procure any relevant person or the Operator (as applicable) to convert the share into certificated form; and

ii.

after such conversion, authorise any person to execute an instrument of transfer of the share to the purchaser or person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as it thinks fit to effect the transfer,

83.4

Unless otherwise determined by the Board, the net proceeds of sale of any shares pursuant to this Bye-law shall be forfeited and shall belong to the Company and the Company will not be obliged to account to, or be liable in any respect to, the former Member or other person previously entitled to the share for the proceeds of sale.

83.5

If on three consecutive occasions notices, documents or information sent or supplied to a Member have been returned undelivered, the Member shall not be entitled to receive any subsequent notice, document or information until they have supplied to the Company (or its agent) a new registered address, or shall have informed the Company, in such manner as may be specified by the Company, of an electronic address. For the purposes of this Bye-law, references to notices, documents or information include references to a cheque or other instrument of payment; but nothing in this Bye-law shall entitle the Company to cease sending any cheque or other instrument of payment for any dividend, unless it is otherwise so entitled under these Bye-laws.

84.

Documents

84.1

Any Director or the secretary (inclusive of any deputy secretaries, assistant secretaries and deputy assistant secretaries) or any person appointed by the Board for the purpose shall have the power to authenticate any document affecting the constitution of the Company and any resolution passed at a general meeting or at a meeting of the board or any committee, and any book, record, document or account relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any book, record, document or account is elsewhere than at the Office, the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the board as aforesaid. A document purporting to be a copy of any such resolution, or an extract from the minutes of any such meeting, which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or as

the case may be that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

84.2

The Company may destroy:

(a)

any instrument of transfer, after six years from the date on which it is registered;

(b)

any dividend mandate or notification of change of name or address, after two years from the date on which it is recorded;

(c)

any share certificate, after one year from the date on which it is cancelled; and

(d)

any other document on the basis of which an entry in the Register of Members is made, after six years from the date on which it is made.

84.3

Any document referred to in Bye-law 84.2 may be destroyed earlier than the relevant date authorised by that paragraph, provided that a copy of the document (whether made electronically, by microfilm, by digital imaging or by any other means) has been made which is not destroyed before that date.

84.4

It shall be conclusively presumed in favour of the Company that every entry in the Register of Members purporting to have been made on the basis of a document destroyed in accordance with this Bye-law was duly and properly made, that every instrument of transfer so destroyed was duly registered, that every share certificate so destroyed was duly cancelled, and that every other document so destroyed was valid and effective in accordance with the particulars in the records of the Company, provided that:

(a)

this Bye-law shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant;

(b)

nothing in this Bye-law shall be construed as imposing upon the Company any liability in respect of the destruction of any such document otherwise than in accordance with this Bye-law which would not attach to the Company in the absence of this Bye-law; and

(c)

references in this Bye-law to the destruction of any document include references to the disposal of it in any manner.

85.

Conversion

The Company may by a special resolution of the Members approve a conversion of the Company from an exempted company into a partnership in accordance with the Companies Act or the de-listing of the Company from a stock exchange in accordance with the relevant rules of the stock exchange on which the Company’s shares are listed.

VOLUNTARY WINDING-UP AND DISSOLUTION

86.

Winding-Up

If the Company shall be wound up the liquidator may, with the sanction of a special resolution of the Members, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the same sanction of a special resolution of the Members, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

87.

Striking Off

Subject to the Companies Act, the Company may by resolution of the majority of the Board approve the making of an application to strike the Company’s name off of the register on such grounds and subject to such conditions as may be prescribed.

88.

Governing Law and Jurisdiction

88.1

Save in respect of any cause of action arising under the Securities Act or the Exchange Act, the courts of Bermuda shall have exclusive jurisdiction to resolve:

(a)

any derivative action or proceeding brought on behalf of the Company;

(b)

any action or proceeding asserting a claim of breach of fiduciary duty owed by any Director, officer or other employee to the Company;

(c)

any action or proceeding asserting a claim arising out of any provision of the Companies Act or these Bye-laws; or

(d)

any action or proceeding asserting a claim or otherwise related to the affairs of the Company.

88.2

The United States District Court for the Southern District of New York shall have exclusive jurisdiction to resolve any complaint asserting a cause of action arising under the Securities Act or the Exchange Act.

88.3

Any person or entity purchasing or otherwise acquiring any interest in the Company’s shares shall be deemed to have notice of and to have consented to the provisions of this Bye-law.

Exhibit 99.2

MAREX GROUP LIMITED

GLOBAL OMNIBUS PLAN

Rules originally adopted by the board of Marex Group Plc on 12 April 2024 and originally approved

by shareholders of Marex Group Plc on 24 April 2024 as the Marex Group Plc Global Omnibus Plan

and amended by a duly authorised committee of the board of Marex Group plc on 24 June 2026

Rules adopted and assumed by the board of the Company on 25 June 2026 as the Marex Group

Limited Global Omnibus Plan and approved by shareholders of the Company on 25 June 2026


	CONTENTS

Clause		Page

1.	DEFINITIONS AND INTERPRETATION		1

2.	ELIGIBILITY		6

3.	GRANT OF AWARDS		6

4.	RESTRICTED SHARE AWARDS		9

5.	LIMITS		9

6.	TAXATION		11

7.	VESTING OF AWARDS		11

8.	CONSEQUENCES OF VESTING		14

9.	EXERCISE OF OPTIONS AND SARS		15

10.	CASH ALTERNATIVE		17

11.	LAPSE OF AWARDS		18

12.	LEAVERS		18

13.	TAKEOVERS AND OTHER CORPORATE EVENTS		21

14.	RELOCATION OF PARTICIPANT OVERSEAS		24

15.	ADJUSTMENT OF AWARDS		24

16.	MALUS AND CLAWBACK		26

17.	ALTERATIONS		30

18.	MISCELLANEOUS		31

SCHEDULE 1			35

	RESTRICTED SHARE AWARDS

SCHEDULE 2			36

	RETENTION PERIOD CONDITIONS

SCHEDULE 3			39

	US PARTICIPANTS

SCHEDULE 4			43

	NON-EMPLOYEE SUB-PLAN

SCHEDULE 5			45

	UK SHARESAVE SUB-PLAN

1.	DEFINITIONS AND INTERPRETATION

1.1	In the Plan, the following words and expressions shall bear, unless the context otherwise requires, the meanings set forth below:

“Applicable Laws” means the requirements relating to the administration of equity incentive plans under Bermuda, United Kingdom and U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of Nasdaq or any stock exchange or quotation system on which the Shares are listed or quoted, the applicable laws and rules of any foreign country or other jurisdiction where Awards are granted and any regulatory requirements (including any requirement of the UK Financial Conduct Authority or the UK Prudential Regulation Authority or any other regulatory body) that apply to the Awards;

“Award” means an Option (including an Incentive Stock Option), a Conditional Award, a Restricted Share Award, a SAR or any Other Share or Cash Based Award;

“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Committee determines, consistent with and subject to the terms and conditions of the Plan (and may include a grant notice);

“Award Expiration Date” means the date of expiry of the Award to the extent specified in the applicable Award Agreement;

“Board” means the board of directors of the Company;

“Career Retiree” means a Participant who voluntarily resigns (and ceases employment with the Group) and who the Committee acting reasonably determine is such, having regard to:

(a)

the circumstances and timing of the resignation and seniority of the Participant; and

(b)

any representations made by the Participant

save that to the extent Schedule 3 applies to a Participant, the definition of “Career Retiree” is as set forth in Schedule 3;

“Clawback” means an obligation to repay the amounts referred to in Rule 16.4 (Amount to be subject to Clawback);

“Code” means the US Internal Revenue Code of 1986, as amended and the regulations issued thereunder;

“Committee” means the remuneration committee of the Board and/or a duly authorised person(s), on and after the occurrence of a corporate event described in Rule 13 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before such event occurs and/or any duly authorised person(s) before such event;

“Company” means Marex Group Limited, an exempted company limited by shares incorporated on 2 October 2025 in Bermuda, with registered number 202505104 and having its registered office at Crawford House, 50 Cedar Avenue, Hamilton, HM11 Bermuda;

“Companies Act” shall (save where the Companies Act of another jurisdiction is expressly referred to) mean the Bermuda Companies Act 1981, as amended;

“Conditional Award” means a conditional right to acquire Shares (or receive cash based on the Market Value of Shares, subject to Rule 10 (Cash Alternative)) which is designated as a conditional award by the Committee under Rule 3.2 (Type of Award);

“Control” means control within the meaning of section 86(4) of the Companies Act;

“Deferred Bonus Award” means where the Committee has determined that a proportion of an employee’s annual bonus shall be delivered as an Award (or where the employee agrees that a proportion of their annual bonus shall be delivered as an Award), following the determination of such annual bonus;

“Dividend Equivalent” means a benefit calculated by reference to dividends paid on Shares as described in Rule 3.5 (Dividend equivalents);

“Early Vesting Date” means either:

(a)

the later of:

(i)

the date of termination of employment of a Participant in the circumstances referred to in Rule 12.1 (Good leavers before the Normal Vesting Date); and

(ii)

early determination of any Performance Condition relating to such termination; or

(b)

the date of the relevant event in Rule 13.1 (General offers) or Rule 13.2 (Schemes of arrangement and winding up) or the date of Vesting referred to in Rule 13.3 (Demergers);

“Equity Restructuring” means, as determined by the Committee, a non-reciprocal transaction between the Company and its shareholders, such as a share dividend, share split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the Shares (or other securities of the Company) or the price of a Share (or other security of the Company) and/or causes a change in the per Share value of the Shares underlying outstanding Awards;

“Exercise Period” means the period referred to in Rule 8.1 (Options and SARs) during which an Option or SAR may be exercised;

“Exercise Price” means the amount, if any, payable on the exercise of an Option (or a SAR) as applicable;

“Expiration Date” means the date that is 10 years after the earlier of (i) the date on which the Board adopts the Plan; and (ii) the date the Company’s shareholders approve the Plan;

“Good Leaver” means, unless the Committee determines otherwise in the applicable Award Agreement, if a Participant ceases to be an employee of a Group Member by reason of:

(a)

death;

(b)

ill health, injury or disability (as evidenced to the satisfaction of the Committee);

(c)

redundancy (within the meaning of the Employment Rights Act 1996) or any overseas equivalent;

(d)

mutual agreement with the Participant’s employer;

(e)

becoming a Career Retiree;

(f)

their employment being with either a company which ceases to be a Group Member or relating to a business or part of a business which is transferred to a person who is not a Group Member; or

(g)

for any other reason, if the Committee so decides;

and in each case, the Participant does not become a Subsequent Bad Leaver;

“Grant Date” means the date on which an Award is granted, as detailed in the applicable Award Agreement;

“Group Member” means:

(a)

the Company or a body corporate which is the Company’s holding company (within the meaning of section 86(2) of the Companies Act ) or a Subsidiary of the Company’s holding company; and

(b)

a body corporate which is a subsidiary (within the meaning of section 86(1) of the Companies Act) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose; and

(c)

any other body corporate in relation to which a body corporate within paragraph

(a)

or (b) above is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights and has been designated by the Board for this purpose,

and “Group” shall mean all Group Companies;

“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code;

“ITEPA” means the UK Income Tax (Earnings and Pensions) Act 2003;

“Marex Group plc” means Marex Group plc, a public limited company incorporated and registered in England and Wales, with company number 05613060;

“Market Value” on any day shall be determined as follows:

(a)

if on the day of Vesting or exercise, Shares are quoted on Nasdaq or on any other established stock exchange, the middle-market quotation of a Share on that day (or if no sale occurred on such date, the last day preceding such date during which a sale occurred); or

(b)

if Shares are not so quoted, such value of a Share as the Committee reasonably determines;

“Material Risk Taker” means a Participant that:

(a)

has been identified by the Company as a material risk taker, within the meaning of the UK Financial Conduct Authority’s Systems and Controls Sourcebook 19G.5.1; and

(b)

does not meet the individual proportionality criteria set out in the UK Financial Conduct Authority’s Systems and Controls Sourcebook 19G.5.9,

“Normal Vesting Date” means the date on which an Award Vests under Rule 7.1 (Timing of Vesting: Normal Vesting Date);

“Option” means a conditional right to acquire Shares which is designated as an option by the Committee under Rule 3.2 (Type of Award), including an Incentive Stock Option;

“Other Share or Cash Based Award” means cash awards, awards of Shares and other awards valued wholly or partially by referring to or are otherwise based on or calculated with reference to Shares, including rights to receive Shares to be delivered in the future, any award which may in whole or part be deferred into an Award (including Deferred Bonus Awards) and annual or other periodic or long-term cash bonus awards (whether based on specified Performance Conditions or otherwise);

“Overall Share Limit” means the sum of, as may be subject to adjustment pursuant to Rule 15 (Adjustment of Awards): (a) 7,081,808 Shares; (b) 142,709 Shares in respect of an Award to Ian Lowitt; and (c) an annual increase on the first day of each calendar year beginning January 1, 2025 and ending on and including January 1, 2034, equal to the lesser of (i) 5% of the aggregate number of Shares outstanding on the last day of the immediately preceding calendar year; and (ii) such smaller number of Shares as is determined by the Board;¹

“Participant” means a person who holds an Award including their personal representatives;

“Performance Condition” means a condition related to performance which is specified by the Committee under Rule 3.1 (Terms of grant);

“Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

“Plan” means the Marex Group Limited Global Omnibus Plan, as amended and/or restated from time to time;

“Public Trading Date” means the first date upon which the Shares are listed (or approved for listing) upon notice of issuance on Nasdaq or another securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system;

“Restricted Shares” means Shares comprised in a Restricted Share Award which are subject to certain restrictions and forfeiture under the Plan and applicable Award Agreement;

“Restricted Share Award” means the transfer of the beneficial interest in Restricted Shares to a Participant and the subsequent holding of that interest in accordance with the Plan and applicable Award Agreement;

“Retention Period Condition” means the terms and conditions that restrict the sale, transfer, disposal or assignment of Vested Shares acquired by an individual on or following the Vesting or exercise of an Award and which is specified by the Committee under Rule 3.1 (Terms of grant), being the terms and conditions set out in Schedule 2 to the Plan or

¹	Representing the Overall Share Limit as originally approved by the members of Marex Group plc in respect of Marex Group plc shares in April 2024, such limit having increased in accordance with its terms prior to the date of adoption of this Plan by the Company.

such other terms determined by the Committee, at its discretion, on or prior to the Grant Date;

“Rule” means a rule of the Plan (or relevant Sub-Plan, as applicable);

“SAR” means a share appreciation right which will entitle the Participant to receive from the Company upon exercise of the exercisable portion of the share appreciation right an amount determined by multiplying the excess, if any, of the Market Value of one Share on the date of exercise over the exercise price per Share of the share appreciation right by the number of Shares with respect to which the share appreciation right is exercised, subject to any limitations of the Plan or that the Committee may impose and be payable in cash, Shares valued at Market Value, or a combination of the two as the Committee may determine or provide in the Award Agreement;

“Section 409A” means section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder;

“Securities Act” means the US Securities Act of 1933, as amended from time to time; “Shares” means fully paid ordinary shares in the capital of the Company;

“Subsequent Bad Leaver” means any Participant who ceases to be employed by a Group Member as a Good Leaver where subsequent to the Participant’s Good Leaver designation, the Committee determines that:

(a)

grounds existed during the Participant’s employment with the Group that had they been known at the time of the Participant’s termination of employment, the Committee would not have designated them as a Good Leaver; or

(b)

such Participant has breached any confidentiality, non-disparagement or restrictive covenants (or obligation having a similar effect thereto) set out in any agreement which the Participant and a Group Member are (or were, prior to the termination of such person’s employment) parties including, without limitation, where any such agreement has terminated but such restrictive covenant (or obligation, as the case may be) has survived such termination;

“Subsidiary” means a body corporate which is a subsidiary (within the meaning of section 86(1) of the Companies Act);

“Tax Liability” means any amount of tax or employee National Insurance contributions (or similar social security or other contributions arising in any jurisdiction) for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account or withhold or remit to any relevant authority;

“Vest” means:

(a)

in relation to an Option or SAR, it vesting;

(b)

in relation to a Conditional Award, a Participant becoming entitled to have Shares transferred to them (or their nominee) subject to the Rules; and

(c)

in relation to a Restricted Share Award, the restrictions and forfeiture imposed on the Restricted Shares under the Plan and/or applicable Award Agreement ceasing to apply,

in each case but for the application of any Retention Period Condition and “Vesting” shall be construed accordingly;

“Vested Shares” means those Shares in respect of which an Award Vests;

“Vesting Date” means the date on which an Award Vests under Rule 7.1 (Timing of Vesting: Vesting Date).

1.2	Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.

1.3	Where the context admits, a reference to the singular includes the plural.

1.4	Expressions in italics, headings and any footnotes are for guidance only and do not form part of the Plan.

1.5	The words and expressions defined in the rules of the Plan shall have the same meaning when used in any Appendix, Exhibit or Schedule to the Plan, except where otherwise defined.

1.6	Any references to a “person” includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body (whether or not having separate legal personality) or two or more of the foregoing.

1.7	Any phrase introduced by the words “including”, “include”, “in particular” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words.

1.8	The words “other” and “otherwise” shall not be construed eiusdem generis with any foregoing words where a wider construction is possible.

2.	ELIGIBILITY

An individual is eligible to be granted an Award under the Plan only if they are an employee (whether or not they are also a director) of a Group Member on the Grant Date. The Plan (excluding the non-employee sub-plan of the Plan which is established for the purposes of granting awards to certain non-employees) is intended to be an employees’ share scheme for the purposes of section 1166 of the United Kingdom Companies Act 2006.

3.	GRANT OF AWARDS

3.1	Terms of grant

Subject to Rule 3.7 (Timing of grant), Rule 3.8 (Approvals and consents) and Rule 5 (Limits), the Committee may resolve to grant an Award to any person who is eligible to be granted an Award under Rule 2 (Eligibility), on the terms set out in the Plan and may specify such additional terms that apply to the Award and/or to the Shares acquired under an Award as the Committee may specify including any Performance Condition, Retention Period Condition or any additional requirements under any local sub-plan or schedule.

3.2	Type of Award

(a)

On or before the Grant Date, the Committee shall determine whether an Award shall be an Option (including an Incentive Stock Option), a SAR, a Conditional Award, a Restricted Share Award or Other Share or Cash Based Award. If the Committee does not specify the type of Award on or before the Grant Date

(including, for the avoidance of doubt, in the Award Agreement) then an Award shall be a Conditional Award.

(b)

Other Share or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Conditions or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share or Cash Based Awards may be paid in Shares, cash or other property, as the Committee determines. Subject to the provisions of the Plan, the Committee will determine the terms and conditions of each Other Share or Cash Based Award, including any purchase price, Performance Conditions, transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.

3.3	Deferred Bonus Awards

Deferred Bonus Awards shall operate in connection with the Group’s annual bonus arrangements:

(a)

of Material Risk Takers, for whom there will be a mandatory deferral of 50% (or such other percentage as may be required under any Applicable Laws) of their annual bonus, or such higher percentage of their annual bonus as the Committee may determine;

(b)

of such employees who are not caught by Rule 3.3(a), as the Committee may determine, who shall be subject to a mandatory deferral and in respect of such percentage of their annual bonus as the Committee may determine (which for the avoidance of doubt, may include applying different deferral rates in respect of that portion of an employee’s annual bonus as exceeds such threshold as the Committee may set from time to time); and

(c)

of such other employees as may be invited to defer such percentage of their annual bonus (as the Committee may determine) on a voluntary basis.

Where the Committee has determined that a proportion of an employee’s annual bonus shall be delivered as an Award (or where an employee agrees that a proportion of their annual bonus shall be delivered as an Award), following the determination of such annual bonus, an award shall be granted over such number of Shares as have an aggregate Relevant Value equal to the amount of the employee’s annual bonus that is to be delivered as an Award.

In this Rule 3.3, the “Relevant Value” of a Share subject to an Award means (as determined by the Committee) the middle-market quotation of a Share on the dealing day immediately prior to the Grant Date (or if no sale occurred on such date, the last day preceding such date during which a sale occurred).

3.4	Method of grant

An Award shall be granted as follows:

(a)

an Option, SAR, Conditional Award or Other Share or Cash Based Award shall be granted by way of an Award Agreement;

(b)

if an Award is an Option or a SAR, the Committee shall determine the Exercise Price (if any) on or before the Grant Date provided that the Committee may reduce

or waive such Exercise Price on or prior to the exercise of the Option or SAR, subject to Applicable Law;

(c)

a Restricted Share Award shall be granted by the procedure set out in Schedule 1 to the Plan.

3.5	Dividend equivalents

The Committee may decide at any time on or before the Vesting of an Award that either:

(a)

a Participant (or their nominee) shall be entitled to receive a benefit determined by reference to the value of the dividends that would have been paid on the Vested Shares in respect of dividend record dates occurring during the period between the Grant Date and the date of Vesting (or, where an Award is structured as an Option or SAR and the Shares under that Option or SAR are subject to a Retention Period Condition, the earlier of the date of expiry of the relevant Retention Period applying to the Shares held under that Option or SAR and the date of exercise of the Option or SAR). The Committee shall decide on the basis on which the value of such dividends shall be calculated which may assume the reinvestment of dividends. The Committee may also decide at this time whether the Dividend Equivalent shall be provided to the Participant in the form of cash and/or Shares. The Dividend Equivalent shall be provided in accordance with Rule 8.4 (Delivery of dividend equivalent); or

(b)

that no dividend equivalents will be granted in connection with the Award.

This Rule 3.5 (Dividend equivalents) shall not apply in the case of a Restricted Share Award under which a Participant is entitled to receive dividends.

3.6	Method of satisfying Awards

Unless specified to the contrary by the Committee on the Grant Date, an Award may be satisfied by:

(a)

the issue of new Shares;

(b)

the transfer of treasury Shares; and/or

(c)

the transfer of Shares purchased on the open market or from an employee benefit trust.

The Committee may decide to change the way in which it is intended that an Award granted as an Option, SAR or a Conditional Award may be satisfied after it has been granted, having regard to the provisions of Rule 5 (Limits).

3.7	Timing of grant

Subject to Rule 3.8 (Approvals and consents), an Award may be granted when the Committee considers that circumstances are sufficiently exceptional to justify its grant, but an Award may not be granted after the Expiration Date.

3.8	Approvals and consents

The grant of any Award shall be subject to obtaining any approval or consent required under any Applicable Laws.

3.9	Non-transferability and bankruptcy

An Award granted to any person:

(a)

shall not be sold, transferred, assigned, pledged, charged or otherwise dealt in, encumbered or disposed of (except on their death to their personal representatives) and shall lapse immediately and without consideration on any attempt to do so; and

(b)

shall, unless the Committee decides otherwise, lapse immediately and without consideration if the Participant is declared bankrupt.

4.	RESTRICTED SHARE AWARDS

4.1	On or before the grant of a Restricted Share Award, each employee selected for such an Award may be required by the Company to enter into an agreement with the Company (and, where applicable a nominee or employee benefit trust) under the terms of which the Participant agrees:

(a)

to retain full beneficial ownership of the Shares;

(b)

unless the Committee decides otherwise, to waive their right to all dividends on their Restricted Shares until Vesting;

(c)

that the Participant will not assign, transfer, charge or otherwise dispose of any Restricted Shares or any interest in such Restricted Shares until Vesting save as otherwise required by the Rules;

(d)

if required by the Committee, to enter into any elections under Part 7 of ITEPA or section 83(b) of the Code; and

(e)

to sign any documentation to give effect to the terms of the Restricted Share Award.

4.2	From the Grant Date, the legal ownership of the Restricted Shares shall be held on the Participant’s behalf by a nominee determined by the Committee from time to time.

5.	LIMITS

5.1	Maximum Share Number

The maximum number of Shares over which Awards may be granted (when added to the number of shares of Marex Group plc over which awards were granted under the Marex Group plc Omnibus Plan prior to adoption and assumption of the Marex Group plc Omnibus Share Plan by the Company) will be equal to the Overall Share Limit, subject to any other limit being approved by members of the Company from time to time (provided shareholder approval is required) (“Maximum Number of Shares”). An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 5.2 (Meaning of “allocated”)) to exceed the Maximum Number of Shares.

5.2	Meaning of “allocated”

For the purposes of Rules 5.1 (Maximum Share Number):

(a)

Shares are allocated:

(i)

when an Award to acquire unissued Shares or treasury Shares is granted; and

(ii)

where Shares are issued or treasury Shares are transferred otherwise than pursuant to an Award to acquire Shares, when those Shares are issued or treasury Shares transferred.

5.3	Post-grant events affecting numbers of “allocated” Shares

For the purposes of Rule 5.2 (Meaning of “allocated”):

(a)

where:

(i)

any Award to acquire unissued Shares or treasury Shares is forfeited, released or lapses (whether in whole or in part);

(ii)

after the grant of an Award the Committee determines that:

(aa)

it shall be satisfied wholly or partly by the payment of cash on its vesting, settlement or exercise; or

(bb)

it shall be satisfied wholly or partly by the transfer of existing Shares (other than Shares transferred out of treasury);

(iii)

the Company otherwise acquires Shares covered by an Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant for such Shares; or

(iv)

Shares are delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation with respect to an Award (including Shares retained by the Company from the Award being exercised or purchased and/or creating the tax obligation);

the unissued Shares or treasury Shares which consequently cease to be subject to the Award and/or the Shares acquired in accordance with Rule 5.3(a)(iii) or 5.3(a)(iv) shall not count as allocated and shall be available for the purpose of making Awards under the Plan; and

(b)

the number of Shares allocated in respect of an Award shall be such number as the Committee shall reasonably determine from time to time.

(c)

notwithstanding Rules 5.3(a) and 5.3(b): (i) Shares subject to a SAR that are not issued in connection with the share settlement of the SAR on exercise thereof; or (ii) Shares purchased on the open market by the Company with the cash proceeds from the exercise of Options, shall not be added to the Shares authorized for grant under Rule 5.1 (Maximum Share Number) and shall not be available for future grants of Awards under the Plan.

(d)

Substitute Awards granted pursuant to Rule 13.4 (Internal reorganisations and mergers) will not count against the Overall Share Limit (nor shall Shares subject to a substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Group Member or with which the Company or any Group Member combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant

pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of shares of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not persons eligible to be granted an Award under Rule 2 (Eligibility) prior to such acquisition or combination.

5.4	Individual Limit

The maximum total market value of Shares over which Awards may be granted to any Participant during any financial year of the Company will be as determined by the Committee and in line with any directors’ remuneration policy in force at the time and any Applicable Laws.

5.5	Effect of limits

Any Award shall be limited and take effect so that the limits in this Rule 5 (Limits) are complied with.

5.6	Incentive Stock Option limits

Notwithstanding anything to the contrary herein, no more than 70,818,080 Shares may be issued pursuant to the exercise of Incentive Stock Options and Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan.

6.	TAXATION

6.1	Responsibility for taxes

Each Participant is responsible for all employee taxes, National Insurance contributions (or equivalent) and other liabilities arising in respect of their Award. To the extent the Participant has not otherwise discharged any Tax Liability that may arise, the Participant shall indemnify and hold harmless the Company or any Group Member or former Group Member (as the case may be) against any Tax Liability and the Company, the Participant’s nominee or any Group Member or former Group Member (as the case may be) may demand amounts under such indemnity, withhold such amounts (including, to the extent permitted by Applicable Laws, from salary, bonus or any other payments of any kind otherwise due to a Participant by a Group Member), or make such other arrangements as it may determine appropriate, for example to sell or withhold Shares at the Committee’s discretion (including, unless the Company otherwise determines, through delivery of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the Participant’s tax obligations), to meet any liability to employee taxes or social security contributions in respect of Awards.

7.	VESTING OF AWARDS

7.1	Timing of Vesting: Normal Vesting Date

Subject to Rule 7.3 (Restrictions on Vesting) and except where earlier Vesting occurs on an Early Vesting Date under Rule 12 (Leavers) or Rule 13 (Takeovers and other corporate events), an Award shall Vest on the later of:

(a)

if any Performance Condition and any other condition has been imposed on the Vesting of the Award, the date on which the Committee determines whether or not such Performance Condition or other condition has been wholly or partly satisfied; and

(b)

the date of Vesting as is set by the Committee on the Grant Date,

provided that if the date on which an Award is due to Vest under (a) or (b) above falls in a period when the Participant is prohibited or restricted from dealing in Shares for any reason, or on a Saturday or Sunday, or public or bank holiday in England or the United States, that Participant’s Award shall Vest on the first dealing day immediately following the later of the dates under (a) and (b) above when the Participant is authorised to deal in Shares, subject to Applicable Law.

7.2	Extent of Vesting

Unless specified otherwise in the relevant Award Agreement, an Award shall only Vest to the extent:

(a)

subject to Rule 7.2(e) below, that any Performance Condition is satisfied on the Normal Vesting Date or, if appropriate, the Early Vesting Date;

(b)

that any other term imposed on the Vesting of the Award permits;

(c)

in relation to Vesting before the Normal Vesting Date, in accordance with Rules 12.6 (Leavers: reduction in number of Vested Shares) and 13.5 (Corporate events: extent of Vesting);

(d)

any operation of Clawback permits; and

(e)

that the Committee is satisfied that the level of Vesting is appropriate in all the circumstances and the Committee may vary the level of Vesting of an Award (upwards or downwards, including to nil) as it in its absolute discretion considers to be appropriate having regard to such factors as it considers relevant, including the terms of any Company remuneration or governance policy, the broader financial performance of the Group, any individual or business or division, the manner in which any applicable Performance Conditions were achieved (whether or not such manner is directly a result of the applicable Participant or his or her actions) and/or any audit, investigation or disciplinary process applicable to or otherwise directly or indirectly involving the Participant, or any misfeasance or malpractice by the Participant (and such increase or reduction may impact one or more Participants and not all Participants and the Company has no obligation to treat Participants consistently), unless strictly required otherwise by any Applicable Laws.

Where, under Rule 12 (Leavers) or Rule 13 (Takeovers and other corporate events), an Award would (subject to the satisfaction of any Performance Condition) Vest before the end of the full period over which performance would be measured under any Performance Condition then, unless provided to the contrary by the Performance Condition, the extent to which the Performance Condition has been satisfied in such circumstances shall be determined by the Committee on such reasonable basis as it decides.

An Award shall only Vest if and to the extent that the Committee determines that it is sustainable according to the financial situation of the Group as a whole, and justified on the basis of the performance of the Group, the business unit and the Participant concerned.

7.3	Restrictions on Vesting

An Award shall not Vest:

(a)

unless and until the following conditions are satisfied:

(i)

the Vesting of the Award, and the issue or transfer of Shares after such Vesting, would be lawful in the relevant jurisdictions for that Award and in compliance with all Applicable Laws;

(ii)

if, on the Vesting or settlement of the Award, a Tax Liability would arise by virtue of such Vesting or settlement and the Committee decides that such Tax Liability shall not be satisfied by the sale or withholding of Shares pursuant to Rule 7.5 (Payment of Tax Liability) then the Participant must have entered into arrangements acceptable to the Committee that the relevant Group Member will receive the amount of such Tax Liability;

(iii)

where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA or any similar arrangement in any overseas jurisdiction;

(iv)

unless otherwise considered satisfied by the Committee, the conclusion of any audit, investigation or disciplinary process applicable to or otherwise directly or indirectly involving the Participant or, where the potential instigation of such an audit, investigation or disciplinary process has been notified, the rescinding of such notice (subject to the Award lapsing to any extent prior to or as a result of the conclusion of such process pursuant to Rule 12 (Leavers) or Rule 16 (Malus and Clawback)),

(v)

where the Committee requires under Rule 3.1 (Terms of grant), the Participant has agreed to hold the Vested Shares to be acquired by them on the Vesting of a Conditional Award or Restricted Share Award (less any Shares sold to pay the Tax Liability due on Vesting) in accordance with the terms and conditions of any Retention Period Condition (and has executed any documentation required by the Committee in respect of such arrangements); and

(vi)

the Company is satisfied that the Vesting of the Award complies with any legal or regulatory requirements (including that the Vesting of the Award, transfer of the Shares to the Participant and any action needed to be taken by the Company is not contrary to any restriction on the dealing in shares or any share dealing code of the Company).

(b)

if the Vesting of an Award would result in the breach of any regulatory requirement applicable to the Company or any Group Member from time to time (including any requirement of the UK Financial Conduct Authority, the UK Prudential Regulation Authority or otherwise) or any Applicable Laws; or

For the purposes of this Rule 7.3(a) (Restrictions on Vesting), references to Group Member include any former Group Member.

7.4	Tax liability before Vesting

If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Group Member to ensure that it receives the amount of such Tax Liability. If no such arrangement is made then the Participant shall be deemed to have authorised the Company to sell or procure the sale of sufficient of the Shares subject to their Award on their behalf to ensure that the relevant Group Member receives the amount required to discharge the Tax Liability and the number of Shares subject to their Award shall be reduced accordingly.

For the purposes of this Rule 7.4 (Tax liability before Vesting), references to Group Member include any former Group Member.

7.5	Payment of Tax Liability

The Participant authorises the Company to sell or procure the sale (through a brokerage firm or otherwise) of sufficient Vested Shares on or following the Vesting of their Award on their behalf to ensure that any relevant Group Member or former Group Member receives the amount required to discharge any Tax Liability which arises on Vesting except to the extent that the Committee decides that all or part of that Tax Liability shall be funded in a different manner (including by the Company withholding Vested Shares that have an aggregate Market Value equal to or greater than the Tax Liability). The relevant Group Member shall be entitled to calculate any Tax Liability on the basis of the highest rates of tax and/or employee National Insurance contribution (or equivalent) at the relevant time in the jurisdiction in which the Group Member is liable to account for the Tax Liability, notwithstanding the fact that the Tax Liability might not arise at such rates.

8.	CONSEQUENCES OF VESTING

8.1	Options and SARs

Unless the Committee determines otherwise in the applicable Award Agreement, an Option or SAR shall, subject to Rule 9.1 (Restrictions on the exercise of an Option or SAR: regulatory and tax issues), be exercisable in respect of Vested Shares during the period commencing on the date on which the Option or SAR Vests and ending on the day before the tenth anniversary of the Grant Date (or such other shorter period as the Committee shall determine on or before the Grant Date) subject to it lapsing earlier under Rule 12 (Leavers), Rule 13 (Takeovers and other corporate events) or under the relevant Award Agreement.

8.2	Conditional Awards

On or as soon as reasonably practicable after the Vesting of a Conditional Award, the Committee shall, subject to the terms and conditions of any Retention Period Condition applying to those Shares, Rule 7.5 (Payment of Tax Liability) and any arrangement made under Rule 7.3(a)(ii) (Restrictions on Vesting), transfer or procure the transfer of the Vested Shares to the Participant (or their nominee) which may include transferring the Shares on more than one consecutive day on such basis as the Committee shall determine, in accordance with the applicable Award Agreement and Applicable Laws.

8.3	Restricted Share Award

On the Vesting of a Restricted Share Award, the Vested Shares shall, subject to the terms and conditions of any Retention Period Condition applying to those Shares, cease to be subject to the restrictions and forfeiture obligations imposed on the Restricted Shares under the Plan and the Committee shall, subject to any Retention Period Condition, Rule 7.5 (Payment of Tax Liability) and any arrangement made under Rule 7.3(a)(ii) (Restrictions on Vesting), transfer or procure the transfer of:

(a)

the legal title to the Vested Shares; and/or

(b)

any documents of title relating to the Vested Shares,

to the Participant (or their nominee) on or as soon as reasonably practicable after Vesting.

8.4	Delivery of dividend equivalent

If the Committee decides under Rule 3.5 (Dividend equivalents) that a Participant is entitled to the Dividend Equivalent in relation to Shares under their Award, then the provision of the Dividend Equivalent to the Participant shall be made as soon as practicable after the issue or transfer of Vested Shares, which in the case of an Option or SAR shall be on or after the date on which that Option or SAR is exercised, and:

(a)

in the case of a cash payment, shall be subject to such deductions (on account of tax or similar liabilities) as may be required by law or as the Committee may reasonably consider to be necessary or desirable; or

(b)

in the case of a provision of Shares, Rule 7.3 (Restrictions on Vesting) and Rule 7.5 (Payment of Tax Liability) shall apply as if such provision was the Vesting of an Award.

The Committee, acting fairly and reasonably, may decide to exclude the value of all or part of a special dividend or any other dividend from the amount of the Dividend Equivalent.

8.5	Conditions on Delivery of Shares

The Company will not be obligated to deliver any Shares pursuant to the Plan or to remove restrictions from Shares previously delivered under the Plan until: (i) all conditions of the Award have been met or removed to the satisfaction of the Company; (ii) taking into account any advice from the Company’s counsel, all other legal matters in connection with the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and any applicable securities exchange or securities market rules and regulations; (iii) if so requested by the Company, the Participant has entered into any applicable shareholders and/or similar agreement with the Company in the form provided to the Participant by the Company; and (iv) the Participant has executed and delivered to the Company such representations or agreements as the Committee deems necessary or appropriate to satisfy the requirements of any Applicable Laws.

9.	EXERCISE OF OPTIONS AND SARS

9.1	Restrictions on the exercise of an Option or SAR: regulatory and tax issues

An Option or SAR which has Vested may not be exercised unless the following conditions are satisfied:

(a)

the exercise of the Option or SAR and the issue or transfer of Shares after such exercise would be lawful in all relevant jurisdictions and in compliance with all Applicable Laws;

(b)

if, on the exercise of the Option or SAR, a Tax Liability would arise by virtue of such exercise and the Committee decides that such Tax Liability shall not be satisfied by the sale of Shares pursuant to Rule 9.4 (Payment of Tax Liability) then the Participant must have entered into arrangements acceptable to the Committee that the relevant Group Member shall receive the amount of such Tax Liability;

(c)

where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA or any similar arrangement in any overseas jurisdiction; and

(d)

where the Committee requires under Rule 3.1 (Terms of grant), the Participant has agreed to hold any Vested Shares to be acquired by them on the exercise (to the extent permitted under the Plan) of the Option or SAR (less any Shares sold to pay the Tax Liability due on Vesting or exercise) in accordance with the terms and conditions of any Retention Period.

For the purposes of this Rule 9.1 (Restrictions on the exercise of an Option or SAR: regulatory and tax issues), references to Group Member include any former Group Member.

9.2	Exercise in whole or part

An Option or SAR may be exercised to the maximum extent possible at the time of exercise or over such fewer number of Shares as the Participant decides.

9.3	Method of exercise

The exercise of any Option or SAR shall be effected in the form and manner prescribed by the Committee. Unless the Committee, acting fairly and reasonably determines otherwise, any notice of exercise shall, subject to Rule 9.1 (Restrictions on the exercise of an Option or SAR: regulatory and tax issues), take effect only when the Company receives it, together with payment of any relevant Exercise Price (or, if the Committee so permits, an undertaking to pay that amount).

9.4	Payment of Tax Liability and Exercise Price

The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the exercise of their Option or SAR on their behalf to ensure that any relevant Group Member receives the amount required to discharge any Tax Liability and/or Exercise Price which arises on such exercise except to the extent that the Committee decides that all or part of the Tax Liability and/or Exercise Price shall be funded in a different manner.

9.5	Transfer or allotment timetable

As soon as reasonably practicable after an Option or SAR has been exercised, the Company shall, subject to the terms and conditions of any Retention Period Condition, Rule 9.4 (Payment of Tax Liability) and any arrangement made under Rule 9.1 (Restrictions on the exercise of an Option or SAR: regulatory and tax issues), transfer or procure the transfer to them (or their nominee) or, if appropriate, allot to them (or their nominee) the number of Shares in respect of which the Option or SAR has been exercised.

9.6	Lapse of Options and SARs

An Option or SAR which has become exercisable shall lapse at the end of the Exercise Period to the extent it has not been exercised unless it lapses earlier under Rule 12 (Leavers) or Rule 13 (Takeovers and other corporate events) or in accordance with the provisions in the applicable Award Agreement.

10.

CASH ALTERNATIVE

10.1	Committee determination

Where an Option or SAR has been exercised or where a Conditional Award Vests and Vested Shares have not yet been allotted or transferred to the Participant (or their nominee) and provided the Committee has not determined prior to the Grant Date that this Rule 10 shall not apply, the Committee may determine that, subject to Applicable Laws, in substitution for the Participant’s right to acquire such number of Vested Shares as the Committee may decide (but in full and final satisfaction of their right to acquire those Shares), the Participant shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 10.3 (Cash equivalent)) of that number of Shares in accordance with the following provisions of this Rule.

The Committee may determine prior to the Grant Date that an Award shall only be satisfied in cash, in which case the Award shall not be a right to acquire Shares, and the Vesting of the Award (or exercise of an Option or SAR) shall be satisfied by the payment of a cash equivalent amount, in substitution for the transfer of Shares.

10.2	Limitation on the use of this Rule

Rule 10.1 (Committee determination) shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 10.1 (Committee determination) would cause:

(a)

the grant of the Award to be unlawful or for it to fall outside any Applicable Laws; or

(b)

adverse tax or National Insurance contributions (or similar social security or other contributions arising in any jurisdiction) consequences for the Participant or any Group Member as determined by the Committee.

10.3	Cash equivalent

For the purpose of this Rule 10 (Cash alternative), the cash equivalent of a Share is:

(a)

in the case of a Conditional Award, the Market Value of a Share on the day when the Award Vests; and

(b)

in the case of an Option or SAR, the Market Value of a Share on the day when the Option or SAR is exercised reduced by the Exercise Price in respect of that Share.

10.4	Payment of cash equivalent

Subject to Rule 10.6 (Share alternative), as soon as reasonably practicable after the Committee has determined under Rule 10.1 (Committee determination) that a Participant shall be paid a sum in substitution for their right to acquire any number of Vested Shares:

(a)

the Company shall pay to the Participant or procure the payment to the Participant of that sum in cash at the relevant time; and

(b)

if the Participant has already paid the Company for those Shares, the Company shall return to the Participant the amount so paid by the Participant.

10.5	Retention Period

To the extent any Award is subject to a Retention Period, payment of the cash equivalent amount shall be delayed until the expiry of the Retention Period. A “cash equivalent amount” shall be calculated as the number of Shares which would otherwise be transferred in respect of the relevant Vesting but which are being substituted for the cash equivalent amount, multiplied by the Market Value of a Share on the date on which the Shares are, or would but for the operation of this Rule 10 (Cash Alternative) have been transferred to the Participant.

10.6	Share alternative

If the Committee so decides, the whole or any part of the sum payable under Rule 10.4 (Payment of cash equivalent) shall, instead of being paid to the Participant in cash, be applied on their behalf:

(a)

in subscribing for Shares at a price equal to the Market Value by reference to which the cash equivalent is calculated;

(b)

in purchasing such Shares; or

(c)

partly in one way and partly in the other

and the Company shall allot or transfer to the Participant (or their nominee) or procure the transfer to the Participant (or their nominee) of the Shares so subscribed for or purchased.

10.7	Deductions

There shall be deducted from any payment under this Rule 10 (Cash alternative) such amounts (on account of tax or similar liabilities) as may be required by Applicable Laws or as the Committee may reasonably consider to be necessary or desirable.

11.

LAPSE OF AWARDS

An Award shall lapse (without any consideration):

(a)

on the Award Expiration Date;

(b)

in accordance with the Rules or the applicable Award Agreement; or

(c)

to the extent it does not Vest (and is no longer eligible to Vest) under these Rules or the applicable Award Agreement.

On the lapse of all or any part of a Restricted Share Award, the beneficial interest (and, if appropriate, the legal interest) of the Restricted Shares in respect of which such Award has lapsed shall be transferred for no (or nominal) consideration to any person specified by the Committee which may include an employee benefit trust.

12.

LEAVERS

12.1	Good leavers before the Normal Vesting Date

(a)

If a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date and is a Good Leaver then:

(i)

subject to Rule 7.3 (Restrictions on Vesting) and Rule 13 (Takeovers and other corporate events), that Award shall unless the Committee determines otherwise under Rule 12.8 (Committee discretion to vary the extent and

time when Awards Vest) remain capable of Vesting on the Normal Vesting Date and Rule 12.6 (Leavers: reduction in number of Vested Shares) shall apply; unless

(ii)

the Committee decides that, subject to Rule 7.3 (Restrictions on Vesting) and any determination made by the Committee at its discretion under Rule 12.8 (Committee discretion to vary the extent and time when Awards Vest), that Award shall Vest on the Early Vesting Date and Rule 12.6 (Leavers: reduction in number of Vested Shares) shall apply; and

(iii)

an Award in the form of an Option or SAR which Vests under (i) or (ii) above may, subject to Rule 9.1 (Restrictions on the exercise of an Option or SAR: regulatory and tax issues) and Rule 13 (Takeovers and other corporate events), be exercised in respect of the Vested Shares within the period of 12 months commencing on the date of Vesting (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option or SAR is not exercised, it shall lapse at the end of that period.

(b)

Where the Committee determines that a Participant is a Good Leaver, such Good Leaver status shall be contingent on the circumstances remaining in place at the time of Vesting and the Committee may require the Participant to provide such additional evidence to support the status as it considers necessary and Committee may lapse the Award if the Participant’s status has changed or if it is not provided with sufficient evidence to demonstrate that it remains unchanged (and the Committee may defer Vesting while awaiting such evidence for as long as it considers appropriate).

12.2	Good leavers on or after the Normal Vesting Date

If a Participant who holds an Option or SAR ceases to be a director or employee of a Group Member on or after the Normal Vesting as a Good Leaver, subject to Rule 9.1 (Restrictions on the exercise of an Option or SAR: regulatory and tax issues) and Rule 13 (Takeovers and other corporate events), that Option or SAR shall continue to be exercisable for a period of 12 months commencing on the date of termination (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option or SAR is not exercised, it shall lapse without consideration at the end of that period.

12.3	Career Retiree

If a Participant is a Good Leaver who is a Career Retiree (and the Award Agreement does not otherwise specify that such terms are not to apply to the Award) and their Award remains outstanding and capable of Vesting (to the extent provided for in the applicable Award Agreement), in order to continue to Vest in accordance with the terms of the Plan and the Award Agreement, the Participant must:

(a)

not be employed by or provide remunerated services to any entity which is not a Group Member (unless such entity has otherwise been approved by the Committee); and

(b)

provide written confirmation (including on an annual basis, if requested by the Committee) that the Participant is not and has not at any point since their cessation of office or employment been employed or engaged to provide remunerated services by any entity which is not a Group Member, such confirmation to be provided on such date and in such form as the Committee may determine, provided that such date is prior to the Normal Vesting Date (and where there is more than one Normal Vesting Date, each such date).

12.4	Termination of employment in other circumstances

Unless otherwise specified in any applicable Award Agreement, if a Participant ceases to be an employee of a Group Member at any time other than as a Good Leaver, then any Award held by the Participant shall lapse immediately without consideration on such termination (or on such earlier date as may be determined by the Committee if notice is given or received pursuant to Rule 12.7 (Meaning of ceasing employment)). If a Participant is determined to be a Good Leaver by the Committee under limb (g) of the definition of “Good Leaver” subsequent to the termination of their employment, then the Award shall be deemed not to have lapsed on the termination of their employment and the Committee may impose any additional conditions on the Award.

12.5	Subsequent Bad Leaver

To the extent specified in an Award Agreement, where a Participant is a Good Leaver and becomes a Subsequent Bad Leaver, any Award held by them will lapse immediately on the date the Committee determines that the Participant is a Subsequent Bad Leaver.

12.6	Leavers: reduction in number of Vested Shares

Where an Award Vests on or after a Participant ceasing to be a director or employee of a Group Member under Rule 12.1 (Good leavers before the Normal Vesting Date) then subject to any determination made by the Committee under Rule 12.8 (Committee discretion to vary the extent and time when Awards Vest), the Committee shall determine the number of Vested Shares of that Award by the following steps:

(a)

applying any Performance Condition and any other condition imposed on the Vesting of the Award; and

(b)

applying a pro rata reduction to the number of Shares determined under Rule 12.6(a) based on the period of time after the Grant Date and ending on the date notice of termination of employment is given or received (unless otherwise determined by the Committee to be the date of termination of employment) relative to the relevant vesting period, as set out in the Award Agreement,

unless the Committee decides that the reduction in the number of Vested Shares under Rule 12.6(b) is inappropriate in any particular case when it shall increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 12.6(a).

If an Award Vests under any of Rules 13.1 (General offers) to 13.3 (Demergers) when the holder of that Award has ceased to be a director or employee of a Group Member then this Rule 12.6 (Leavers: reduction in number of Vested Shares) shall take precedence over Rule 13.5 (Corporate events: extent of Vesting).

12.7	Meaning of ceasing employment

A Participant shall not be treated for the purposes of this Rule 12 (Leavers) as ceasing to be a director or employee of a Group Member until such time as they are no longer a director or employee of any Group Member except that the Committee may decide that a Participant shall be treated as ceasing to be a director or employee of a Group Member on such earlier date as it shall select being not earlier than the date on which a Participant gives or receives notice of termination of his employment with a Group Member (whether or not such termination is lawful). If any Participant ceases to be such a director or employee before the Vesting of their Award in circumstances where they retain a statutory right to return to work then the Participant shall be treated as not having ceased to be such a director

or employee until such time (if at all) as they cease to have such a right to return to work while not acting as an employee or director.

The reason for the termination of employment of a Participant shall be determined by reference to Rules 12.1 (Good leavers before the Normal Vesting Date) to 12.3 (Termination of employment in other circumstances) regardless of whether such termination was lawful or unlawful.

12.8	Committee discretion to vary the extent and time when Awards Vest

In the event that an Award is capable of Vesting under Rule 12.1 (Good leavers before the Normal Vesting Date) the Committee may, at its discretion, and regardless of Rule 12.6 (Leavers: reduction in number of Vested Shares), decide to increase or decrease the extent to which an Award Vests upon a Participant ceasing to be a director or employee of a Group Member under this Rule 12 (Leavers) by an amount determined by the Committee, at its discretion, and/or when that Award (or a proportion of it) shall Vest subject to Applicable Laws. In exercising any discretion under this Rule 12.8 (Committee discretion to vary the extent and time when Awards Vest) the Committee shall act fairly and reasonably and have regard to:

(a)

the Performance Conditions applying to an Award;

(b)

the length of time that the Participant was a director and/or employee with a Group Member from the Grant Date relative to the relevant vesting period;

(c)

the interests of the Company’s shareholders; and

(d)

the interests of the Participant.

13.

TAKEOVERS AND OTHER CORPORATE EVENTS

13.1	General offers

In the event that any person (or group of persons acting in concert):

(a)

obtains Control of the Company as a result of making a general offer to acquire Shares; or

(b)

having obtained Control of the Company makes such an offer and such offer becomes unconditional in all respects

then subject to Rule 13.4 (Internal reorganisations and mergers) and Rule 7.3 (Restrictions on Vesting),

(i)

if the Award has not already Vested, it shall Vest on the date of such event (the “Relevant Date”) in accordance with Rule 13.6 (Corporate Events: extent of vesting); and

(ii)

if the Award is an Option or SAR it may, subject to Rule 9.1 (Restrictions on the exercise of an Option or SAR: regulatory and tax issues), be exercised within one month of the Relevant Date or such other date determined by the Committee under Rule 13.6 (Committee discretion to vary the extent and time when Awards Vest) (or, if shorter, until the expiry of the Exercise Period), but to the extent that the Option or SAR is not exercised within that period, that Option or SAR shall (regardless of any other provision of the Plan) lapse at the end of that period.

13.2	Schemes of arrangement and winding up

In the event that:

(a)

a compromise or arrangement is sanctioned by the Court under section 99 of the Companies Act (or local equivalent to such procedure) or otherwise in connection with or for the purposes of a change in Control of the Company; or

(b)

the Company passes a resolution for a voluntary winding up of the Company (or local equivalent to such procedure,

then subject to Rule 13.4 (Internal reorganisations and mergers) and Rule 7.3 (Restrictions on Vesting),

(i)

if the Award has not already Vested, it shall Vest on the date of such event (the “Relevant Date”) in accordance with Rule 13.5 (Corporate Events: extent of vesting); and

(ii)

if the Award is an Option or SAR it may, subject to Rule 9.1 (Restrictions on the exercise of an Option or SAR: regulatory and tax issues), be exercised within one month of the Relevant Date or such other date determined by the Committee under Rule 13.6 (Committee discretion to vary the extent and time when Awards Vest) (or, if shorter, until the expiry of the Exercise Period), but to the extent that the Option or SAR is not exercised within that period, that Option or SAR shall (regardless of any other provision of the Plan) lapse at the end of that period, or

(c)

an order is made for the compulsory winding up of the Company (or local equivalent to such procedure), then any Award has not already Vested, shall lapse without consideration on the date of such event, unless otherwise determined by the Committee.

13.3	Mergers, Amalgamations and Demergers

If a merger, amalgamation or demerger (the “Relevant Event”) is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then, subject to 13.4 (Internal reorganisations and mergers), the Committee may, at its discretion, decide that the following provisions shall apply:

(a)

the Committee shall, as soon as reasonably practicable after deciding to apply these provisions, notify a Participant that, subject to earlier lapse under Rule 12 (Leavers), their Award Vests and, if relevant, their Option or SAR may, subject to Rule 9.6 (Lapse of Options and SARs) and Rule 12 (Leavers), be exercised on such terms as the Committee may determine and during such period preceding the Relevant Event or on the Relevant Event as the Committee may determine and shall (regardless of any other provision of the Plan) lapse at the end of that period to the extent unexercised;

(b)

if an Award Vests, or an Option or SAR is exercised, conditional upon the Relevant Event and such event does not occur then the conditional Vesting or exercise shall not be effective and the Award shall continue to subsist; and

(c)

if the Committee decides that an Award Vests under this Rule 13.3 (Demergers) then the date of that Vesting shall be the Early Vesting Date and the provisions of Rule 13.5 (Corporate events: Extent of vesting) shall apply.

13.4	Internal reorganisations and mergers²

In the event that:

(a)

a company (the “Acquiring Company”) is expected to obtain Control of the Company as a result of an offer referred to in Rule 13.1 (General offers) or a compromise or arrangement referred to in Rule 13.2(a) (Schemes of arrangement and winding up) or the Company is subject to a merger or amalgamation under Rule 13.3 (Mergers, Amalgamations and Demergers); and

(b)

the Committee considers that, in its opinion, the change of Control, merger or amalgamation is an internal reconstruction or reorganisation under which the ultimate Control of the Company or the entity with or into which it merges or amalgamates is expected to be held by, in the opinion of the Committee, substantially the same persons who immediately before such event were shareholders in the Company; or

(c)

the Committee decides otherwise that this Rule 13.4 shall apply,

then the Committee, with the consent of the Acquiring Company, may decide before such event takes effect that an Award shall not Vest under Rule 13.1 (General offers) or Rule 13.2 (Schemes of arrangement and winding up) or a merger under Rule 13.3 (Mergers, Amalgamations and Demergers) but shall be automatically surrendered in consideration for the grant of a new award which the Committee determines is substantially equivalent to the Award (including as to any Performance Condition) it replaces over shares or other securities as may be considered appropriate by the Committee.

The Rules will apply to any new award granted under this Rule 13.4 (Internal reorganisations and mergers) as if:

(a)

references to Shares were references to shares over which the new award is granted;

(b)

references to the Company were references to the company whose shares are subject to the new award.

13.5	Corporate events: extent of Vesting

If an Award Vests under any of Rules 13.1 (General offers), 13.2 (Schemes of arrangement and winding up) or 13.3 (Mergers, Amalgamations and Demergers), subject to any exercise of the Committee’s discretion pursuant to Rule 13.6 (Committee discretion to vary the extent and time when Awards Vest) the number of Shares in respect of which the Award shall Vest shall be determined:

(a)

by reference to the extent to which any Performance Conditions are met as at the Relevant Date, subject to modification if the Committee considers that the Performance Conditions would have been met to a greater or lesser extent at the end of the original Performance Period; and

Awards granted by Marex Group plc over Marex Group plc shares were surrendered in exchange for the grant of Awards by the Company on with effect from 1 July 2026 in accordance with this provision. For the avoidance of doubt, the Rules of the Plan (as amended from time to time) shall continue to apply to such replacement Awards).

(b)

applying a pro rata reduction to the number of Shares determined under Rule 13.5(a) based on the period of time after the Grant Date and ending on the Relevant Date, relative to the relevant vesting period.

13.6	Committee discretion to vary the extent and time when Awards Vest

In the event that an Award is capable of Vesting under Rule 13.1 (General offers), Rule

13.2 (Schemes of arrangement and winding up) or 13.3 (Demergers) the Committee may, in its discretion, and regardless of Rule 13.5 (Corporate events: extent of Vesting) decide to increase or decrease the extent to which an Award Vests upon the occurrence of the relevant corporate event by an amount determined by the Committee, at its discretion, and/or when that Award (or a proportion of it) shall Vest. In exercising any discretion under this Rule 13.6 (Committee discretion to vary the extent and time when Awards Vest) the Committee shall act fairly and reasonably and have regard to:

(a)

the Performance Conditions applying to an Award;

(b)

the period of time between the Grant Date and the date of the relevant corporate event relative to the relevant vesting period;

(c)

the interests of the Company’s shareholders; and

(d)

the interests of the Participant.

14.

RELOCATION OF PARTICIPANT OVERSEAS

If a Participant is relocated after the Grant Date from his country of residence at that date, and as a direct or indirect result of that relocation the Participant or a Group Member would, in the opinion of the Committee, suffer a material disadvantage to the way in which the Participant’s Awards and/or any Shares to be acquired by the Participant on or after the Vesting of the Participant’s Awards are taxed, or due to securities or exchange control laws, the Participant is likely to be restricted in their ability to receive Shares pursuant to an Award and/or to hold or deal in Shares, the Committee may, at its discretion, acting fairly and reasonably, allow some or all of that Participant’s Awards to Vest early or at a different time to the Normal Vesting Date or otherwise make adjustments to the Participant’s Awards, to the extent and subject to such additional terms and conditions that the Committee may, at its discretion, determine, having regard to the Performance Conditions and the period of time that the Participant has held the Award prior to the date of relocation.

15.

ADJUSTMENT OF AWARDS

15.1	General rule

In the event of:

(a)

any variation of the share capital of the Company; or

(b)

a demerger, special dividend or other similar event or transaction which affects the market price of Shares to a material extent

the Committee may make such adjustments as it considers appropriate under Rule 15.2 (Method of adjustment).

15.2	Method of adjustment

An adjustment made under this Rule shall be to one or more of the following:

(a)

the number of Shares which with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Rule 5 (Limits) on the maximum number and kind of shares which may be issued;

(b)

the number of Shares comprised in an Award;

(c)

subject to Rule 15.3 (Adjustment below nominal value), the Exercise Price; and

(d)

where any Award has Vested or Option or SAR has been exercised but no Shares have been transferred or allotted after such Vesting or exercise, the number of Shares which may be so transferred or allotted and (if relevant) the price at which they may be acquired.

15.3	Adjustment below nominal value

An adjustment under Rule 15.2 (Method of adjustment) may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option or SAR to less than their nominal value, but only if and to the extent that the Committee is authorised:

(a)

to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option or SAR is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and

(b)

to apply that sum in paying up such amount on such Shares

so that on exercise of any Option or SAR in respect of which such a reduction shall have been made the Committee shall capitalise that sum (if any) and apply it in paying up that amount.

15.4	Adjustments for Equity Restructurings

In connection with the occurrence of any Equity Restructuring, the Committee will equitably adjust each outstanding Award, which adjustments may include adjustments to the number and type of securities subject to each outstanding Award and/or the Exercise Price or grant price thereof, if applicable, the grant of new Awards to Participants, and/or the making of a cash payment to Participants, as the Committee deems appropriate to reflect such Equity Restructuring. The adjustments provided under this Rule 15.4 (Adjustments for Equity Restructurings) shall be nondiscretionary and shall be final and binding on the affected Participant and the Company; provided that whether an adjustment is equitable shall be determined by the Committee in its discretion.

In the event of any pending share dividend, share split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other extraordinary transaction or change affecting the Shares or the share price of a Share, including any Equity Restructuring or any securities offering or other similar transaction, for administrative convenience, the Committee may refuse to permit the exercise of any Award for up to 60 days before or after such transaction.

16.

MALUS AND CLAWBACK

16.1	Applicability of Clawback³

This Rule 16 (Malus and Clawback) shall apply to all Awards unless and until the Company is subject to an event described in Rules 13.1 (General offers) or 13.2 (Schemes of arrangement and winding up) and Awards are not exchanged for new awards under Rule 13.4 (Internal reorganisations and mergers), unless the determination pursuant to Rule 16.2 (Malus and Clawback between grant and Vesting) and Rule 16.3 (Clawback following Vesting) was made prior to such event; or (ii) if an Award does not Vest as a result of such events. Furthermore, notwithstanding anything to the contrary herein, all Awards (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received by a Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as and to the extent set forth in such claw-back policy or the Award Agreement. The period during which this Rule 16 may apply shall be automatically extended to the extent required to take account of any current or future regulatory requirement under Applicable Laws (including a requirement of the UK Financial Conduct Authority, the UK Prudential Regulation Authority or otherwise).

16.2	Malus and Clawback between grant and Vesting

The Committee may decide at any time before the Vesting of an Award held by a Participant (the “relevant individual”), that the number of Shares subject to the Award shall be reduced (including, if appropriate, reducing to zero) if it forms the view that:

(a)

the Company materially misstated its financial results for whatever reason and that such misstatement resulted either directly or indirectly in that Award having been granted over a higher number of Shares than would have been the case had that misstatement not been made;

(b)

the number of Shares over which the Award was granted was based on any other kind of error or on the basis of any information or assumption that the Committee subsequently discovers to have been inaccurate or misleading for any reason and which resulted either directly or indirectly in the Award having been granted over a higher number of Shares than would otherwise have been the case;

(c)

the Participant is found to have committed at any time prior to the Vesting of the Award, including prior to the Grant Date, an act or omission which constitutes misbehaviour or material error, or if the relevant individual ceases to be a director or employee of a Group Member (as defined in Rule 12.7 (Meaning of ceasing employment)) as a result of misconduct, misbehaviour or material error on the part of that individual or the Committee is of the view that the relevant individual could have been terminated summarily or on service of notice of termination of employment by reason of their misconduct (including but not limited to recklessness, gross negligence or fraud);

³	For the avoidance of doubt, for the purposes of Rule 16, Awards granted by Marex Group plc over Marex Group plc shares which vested prior to the adoption and assumption of this Plan by the Company remain subject to the requirements of this Rule 16 (Malus and Clawback).

(d)

the Participant contributed at any time to circumstances which give or gave rise to significant losses the Company or any Group Member;

(e)

the Participant has breached any codes of conduct or policies operated by any Group Member and/or has failed to meet the standards of fitness and conduct imposed under Applicable Laws;

(f)

there are circumstances which in the Committee’s opinion have (or would have if made public) a sufficiently significant impact on the reputation of the Company or of any Group Member to justify the application of this clause (or would have if such circumstances had been made public), and for the avoidance of doubt, such circumstances need not relate to a financial year in which the relevant individual was a Participant in the Plan. For the purposes of this sub-rule, the “relevant individual” is the individual to whom the Award was granted;

(g)

the Group enters into an involuntary administration or insolvency process or the Company or any Group Member has suffered serious financial downturn, corporate failure (which for these purposes shall include the a significant reduction in or cessation of the Group’s ability to continue normal operations) or failure of risk management as a result of any actions (or failures) for which the Participant was directly or indirectly responsible or which occurred in any part of the Group’s business in which the Participant performs a role or for which the Participant has direct or indirect responsibility; or

(h)

such reduction is required or appropriate:

(i)

under any malus and clawback policy adopted by the Company from time to time in its discretion;

(ii)

to comply with any Applicable Laws.

Any reduction of an Award pursuant to this Rule 16.2 (Malus and Clawback between grant and Vesting) shall take effect immediately at such time as the Committee decides. The Committee may, in its discretion, require Participants to execute and deliver to the Company such documents as the Committee deems necessary or appropriate to enforce this Rule 16.2 (Malus and Clawback between grant and Vesting).

16.3	Clawback following Vesting

The Committee may decide at any time within five years of the Grant Date that the individual to whom the Award was granted (the “relevant individual”) shall be subject to Clawback if:

(a)

the Committee forms the view that the Company materially misstated its financial results for whatever reason and that such misstatement resulted either directly or indirectly in that Award Vesting to a greater degree than would have been the case had that misstatement not been made;

(b)

the Committee forms the view that in assessing any Performance Condition and/or any other condition imposed on the Award such assessment was based on an error, or on inaccurate or misleading information or assumptions and that such error, information or assumptions resulted either directly or indirectly in that Award Vesting to a greater degree than would otherwise have been the case;

(c)

the Participant is found to have committed at any time prior to the Vesting of the Award, including prior to the Grant Date, an act or omission which constitutes

misbehaviour or material error, or if the relevant individual ceases to be a director or employee of a Group Member (as defined in Rule 12.7 (Meaning of ceasing employment)) as a result of misconduct, misbehaviour or material error on the part of that individual or the Committee is of the view that the relevant individual could have been terminated summarily or on service of notice on termination of employment by reason of their misconduct (including but not limited to recklessness, gross negligence or fraud);

(d)

the Participant has breached any codes of conduct or policies operated by any Group Member and/or has failed to meet the standards of fitness and conduct imposed under Applicable Laws;

(e)

(f)

the Participant contributed at any time to circumstances which give or gave rise to significant losses the Company or any Group Member;

(g)

(h)

such reduction is required or appropriate:

(i)

under any malus and clawback policy adopted by the Company from time to time in its discretion; or

(ii)

to comply with any Applicable Law.

16.4	Amount to be subject to Clawback

Where Rules 16.2(a), 16.2(b), 16.2(c), 16.2(f), 16.2(g), 16.2(g)(Malus and Clawback between grant and Vesting), 16.3(a), 16.3(b), 16.3(c), 16.3(e), 16.3(f), 16.3(g) and/or 16.3(h) (Clawback following Vesting) applies, the Committee shall decide on the amount of the value received by the relevant individual from the Plan to be subject to Clawback and in deciding on such amount, the Committee may:

(a)

determine the amount on such basis as it decides is appropriate (and where any of Rules 16.2(a), 16.2(b) (Malus and Clawback between grant and Vesting), 16.3(a) or 16.3(b) (Clawback following Vesting) apply, it shall be all or part of the additional value which the Committee considers has been granted to, Vested and/or received by the relevant individual as referred to in those Rules); and

(b)

if the relevant individual is required to repay any amount pursuant to Rule 16.5(b) (Satisfaction of the Clawback) then the Committee may consider whether that amount should take into account any income tax and National Insurance

contributions paid by the relevant individual and any possibility of the relevant individual reclaiming such income tax and National Insurance contributions (or similar social security or other contributions arising in any jurisdiction).

16.5	Satisfaction of the Clawback

Where Rule 16.2 (Malus and Clawback between grant and Vesting) applies, the Clawback shall be satisfied as set out in that Rule.

Where Rule 16.3 (Clawback following Vesting) applies, the Clawback shall be satisfied as set out in Rules 16.5(a) and/or 16.5(b) and/or Rule 16.5(c) (Satisfaction of the Clawback).

(a)

The Committee may reduce (including, if appropriate, reducing to zero) any of the following elements of the remuneration of the relevant individual:

(i)

the amount of any future bonus which would, but for the operation of the Clawback, be payable to the relevant individual under any bonus plan operated by any Group Member; and/or

(ii)

the extent to which any subsisting Awards held by the relevant individual Vests (including any cash amount) or has Vested (but in respect of which no Shares have yet been transferred or cash payment made to the Participant) notwithstanding the extent to which any Performance Condition and/or any other condition imposed on any such Award has been satisfied; and/or

(iii)

the extent to which any rights to acquire Shares granted to the relevant individual under any other share incentive plan (other than the Plan, and any share plan approved by HM Revenue & Customs under ITEPA) operated by any Group Member vest or become exercisable notwithstanding the extent to which any conditions imposed on such rights to acquire Shares have been satisfied; and/or

(iv)

the number of Shares subject to any Vested but unexercised Option or SAR; and/or

(v)

the number of Shares subject to any vested but unexercised right to acquire Shares granted to the relevant under any share incentive plan (other than the Plan, any deferred bonus plan (not approved by the Company’s shareholders) and any plan approved by HM Revenue & Customs under ITEPA or equivalent in any overseas jurisdiction) operated by any Group Member.

(b)

The Committee may require the relevant individual to pay to such Group Member as the Committee may direct, and on such terms as the Committee may direct (including, but without limitation to, on terms that the relevant amount is to be deducted from the relevant individual’s salary or from any other payment to be made to the relevant individual by any Group Member), such amount as is required for the Clawback to be satisfied in full.

(c)

The Committee may require the relevant individual to forfeit any Shares or bonuses (including bonuses paid in Shares) that are held subject to a Retention Period Condition for nil consideration and on such terms as the Committee may direct.

(d)

The Committee may, in its discretion, require Participants to execute and deliver to the Company such documents as the Committee deems necessary or appropriate to enforce

Rule 16.3 (Clawback following Vesting) and/or Rule 16.5 (Satisfaction of the Clawback).

16.6	Timing of effect of Clawback

(a)

Any reduction made pursuant to Rule 16.5(a)(ii) and/or Rule 16.5(a)(iii) (Satisfaction of the Clawback) above shall take effect at such time as determined by the Committee.

(b)

Any reduction and/or forfeiture made pursuant to Rule 16.5(a)(iv) and/or Rule 16.5(a)(v) and/or 16.5(c) (Satisfaction of the Clawback) shall take effect at such time as the Committee decides.

16.7	Reduction in Awards to give effect to clawback provisions in other plans

The Committee may decide at any time to reduce the number of Shares (and/or amount of cash) subject to an Award (including, if appropriate, reducing to zero) to give effect to a clawback provision of any form contained in any incentive plan (other than the Plan) or any bonus plan operated by any Group Member. The value of the reduction shall be in accordance with the terms of the clawback provision in the relevant plan or, in the absence of any such term, on such basis as the Committee, acting fairly and reasonably, decides is appropriate.

17.

ALTERATIONS

17.1	General rule on alterations

Except as described in Rule 17.2 (Shareholder approval), Rule 17.3 (Alterations to disadvantage of Participants) or unless otherwise prohibited by Applicable Laws, the Committee may at any time alter the Plan or the terms of any Award Agreement in its sole discretion, except as otherwise set forth in the applicable Award Agreement.

17.2	Shareholder approval

No alteration which would require shareholder approval to comply with Applicable Laws shall be effective without the prior approval by ordinary resolution of the members of the Company in general meeting.

17.3	Alterations to disadvantage of Participants

No alteration to the material disadvantage of Participants (other than a change to any Performance Condition) shall be made under Rule 17.1 (General rule on alterations) unless:

(a)

the Committee shall have invited every relevant Participant to indicate whether or not they approve the alteration; and

(b)

the alteration is approved by a majority of those Participants who have given such an indication,

save that no consent of a Participant shall be required:

(a)

to change any Performance Condition, subject to Rule 17.4;

(b)

if any amendments are required to be made by the Company (including to any applicable remuneration or clawback policy) to take account of any current or future regulatory requirement (including a requirement of the UK Financial

Conduct Authority, the UK Prudential Regulation Authority or otherwise to comply with Applicable Laws).

17.4	Alterations to a Performance Condition

If events happen following the Grant Date which cause the Committee to determine that any element of the Performance Condition is no longer a fair measure of the Company’s performance, the Committee may alter the terms of such element as it determined to be appropriate but not so that the revised Performance Condition is, in the opinion of the Committee, materially less challenging in the circumstances (taking account of any intervening event) than was intended in setting the original Performance Condition.

18.

MISCELLANEOUS

18.1	Employment

The rights and obligations of any individual under the terms of their employment with any Group Member shall not be affected by their participation in the Plan or any right which the Participant may have to participate in it. An individual who participates in the Plan waives any and all rights to compensation or damages in consequence of the termination of their employment for any reason whatsoever insofar as those rights arise or may arise from them ceasing to have rights under an Award as a result of such termination, or from the loss or diminution in value of such rights or entitlements, including by reason of operation of the terms of the Plan, any determination by the Committee pursuant to a discretion contained in the Plan or the provisions of any statute or law relating to taxation. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. An eligible employee shall have no right to receive an Award under the Plan. The grant of any Award does not imply that any further Award will be granted nor that a Participant has any right to receive any further Award.

18.2	Currency

If the value of any Award or payment under the Plan is to be made in a currency other than US dollars (or vice-versa), then the amount of such payment shall be converted into such other currency on such basis as the Committee may reasonably determine.

18.3	Sub-plans and local law variations

The Committee may modify Awards, the Rules of the Plan and the terms on which Awards are granted for Participants who are employed or tax residents outside the United Kingdom or establish sub-plans, schedules or procedures under the Plan to introduce tax qualifying awards (including in the UK) and/or address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

18.4	Disputes

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or relating to the Plan, the decision of the Committee shall be final and binding upon all persons.

18.5	Exercise of powers and discretions

The exercise of any power or discretion by the Committee shall not be open to question by any person and, except where required by the Plan or under Applicable Laws, a Participant or former Participant shall have no rights in relation to the exercise of or failure to exercise any such power or discretion.

18.6	Share rights

All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to such Shares by reference to a record date before the date of the allotment.

Where Vested Shares are transferred to Participants (or their nominee) or, in the case of Restricted Shares, released from their restrictions under the Plan and/or applicable Award Agreement, Participants shall be entitled to all rights attaching to such Shares by reference to a record date on or after the date of such transfer or release of such restrictions, subject to the terms and conditions of the Plan, the applicable Award Agreement and/or any applicable shareholders and/or similar agreement.

18.7	Notices

Any notice or other communication under or in connection with the Plan may be given:

(a)

by personal delivery or by internal or ordinary post, in the case of a company to the company secretary at its registered office or to such other address as may from time to time be notified to an individual, and in the case of an individual to their last known address, or, where the Participant is a director or employee of a Group Member, either to their last known address or to the address of the place of business at which the Participant performs the whole or substantially the whole of the duties of their employment;

(b)

in an electronic communication to their usual business address or such other address for the time being notified for that purpose to the person giving the notice; or

(c)

by such other method as the Committee determines.

Where a notice or document is sent to an eligible employee or Participant by ordinary or internal post, it shall be treated as being received 72 hours after it was put into the post properly addressed and, where relevant, stamped. In all other cases, the notice or document shall be treated as received when it is given. A notice or document sent to the Company shall only be effective once it is received by the Company, unless otherwise agreed by the Company. All notices and documents given or sent to the Company shall be given or sent at the risk of the sender.

18.8	Third parties

No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

18.9	Benefits not pensionable

Benefits provided under the Plan shall not be pensionable.

18.10

Costs of the Plan

The cost of introducing and administering the Plan will be met by the Company. The Company will be entitled, if it wishes, to charge an appropriate part of such cost and/or the costs of an Award to another Group Member.

18.11

Data Protection

By accepting the grant of an Award, a Participant acknowledges that the Company or any Group Member may hold, process and transfer Personal Data relating to them to other Group Members or to any third parties engaged by them for any and all purposes related to the operation and administration of the Plan and/or in order to meet any legal obligation, in each case in accordance with the Company’s Data Privacy Policy and applicable law where the processing is necessary for:

(a)

the performance of the contract between the Company and the Participant under which the Participant participates in the Plan;

(b)

the Company or any Group Member to comply with its legal obligations; or

(c)

the purposes of furthering the legitimate business interests of the Company or any Group Member provided this does not conflict with the legal rights of the participant.

A Participant also acknowledges that the Company or any Group Member may, in accordance with the Company’s Data Privacy Policy and applicable law, transfer or store Personal Data outside the European Economic Area (EEA), and that Personal Data may also be processed outside the EEA by the Company or any Group Member or for one or more of its or their service providers.

18.12

Awards non-assignable

Except as the Committee may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged, charged or otherwise dealt in, disposed of or encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Committee’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Committee specifically approves.

18.13

Governing law

The Plan and all Awards shall be governed by and construed in accordance with the laws of England and Wales and the Courts of England and Wales shall have exclusive jurisdiction to hear any dispute.

18.14

Consistency with any requirement for shareholder approval

Nothing in these rules or the terms of any Award will oblige a Group Member or any other person to make any remuneration payment or payment for loss of office which would be in breach of any legislation or regulation requiring such payments to be approved by shareholders. The Company will not be obliged to seek the approval of its shareholders in general meeting for any such payment but may make such changes as are necessary or desirable to the terms of any payment to ensure that shareholder approval is not required.

18.15

Lock-up Period

The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during a period of up to 180 days following the effective date of a Company

registration statement filed under the Securities Act, or such longer period as determined by the underwriter.

18.16

Conformity to securities laws

The Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.

SCHEDULE 1

RESTRICTED SHARE AWARDS

1.	GRANT OF RESTRICTED SHARE AWARD

1.1

On or before the grant of a Restricted Share Award, each employee selected for such an Award must enter into an agreement with the Company (and, where applicable a nominee or employee benefit trust) under the terms of which the employee agrees both in respect of the Shares comprised in the Award at the Grant Date and any additional Shares that may become subject to the Award under Rule 3.5 (Dividend equivalents):

1.1.1

to have full beneficial ownership of the Shares;

1.1.2

unless the Committee decides otherwise, to waive their right to all cash and scrip dividends on their Restricted Shares until Vesting;

1.1.3

that they will not assign, transfer, charge or otherwise dispose of any Restricted Shares or any interest in such Restricted Shares until Vesting save as otherwise required by the Rules;

1.1.4

if required by the Committee, to enter into any elections under Part 7 of ITEPA; and

1.1.5

to sign any documentation to give effect to the terms of the Restricted Share Award.

1.2	The date of such agreement shall be the Grant Date of the Restricted Share Award.

1.3

On the Grant Date (or as soon as practicable after the payment date of the relevant dividend in the case of additional Shares that are to become subject to the Restricted Share Award under Rule 3.5 (Dividend equivalents)) either the legal ownership of the Restricted Shares shall be held on the Participant’s behalf by a nominee as chosen from time to time by the Committee or the Participant shall deposit the share certificate (or any other document of title) relating to the Restricted Shares together with a signed but otherwise uncompleted instrument of transfer with such person as the Committee may from time to time decide.

SCHEDULE 2

RETENTION PERIOD CONDITIONS

These Retention Period Conditions shall apply to Vested Shares acquired by executive directors or former executive directors of the Company, Material Risk Takers and any other Participant designated by the Committee under Rule 3.1 (Terms of grant) on or prior to the Grant Date unless the Board and/ or Committee determines otherwise.

1.	DEFINITIONS

1.1	For the purposes of the Retention Period Conditions set out in this Schedule 2 to the Plan, the following words and expressions shall have the following meanings:

“Retention Period” shall mean the period starting and, unless the Committee determines in the applicable Award Agreement or otherwise (provided that the period cannot be shorter than 6-months for any Material Risk Taker), ending on the second anniversary of Vesting of the Award during which the Relevant Individual agrees not to sell, transfer, assign or dispose of any of their Vested Shares or to exercise any Vested Shares structured as an Option or SAR (except any Vested Shares sold by or on behalf of the Relevant Individual to pay the Participant’s Tax Liability due and arising on the Vesting and/or exercise of their Award) in accordance with and subject to these Retention Period Conditions; and

“Relevant Individual” means an individual to whom an Award has been granted and who is (or was) an executive director of the Company, a Material Risk Taker and/or an individual chosen and designated by the Committee on or prior to the Grant Date as someone to whom these Retention Period Conditions shall apply.

1.2	The words and expressions defined in the rules of the Plan shall have the same meaning when used in these Retention Conditions except where otherwise defined.

1.3	Words and expressions in italics and the headings do not form part of the Retention Period Conditions.

2.	RETENTION PERIOD

2.1	Restrictions on the sale, transfer, disposal and assignment of Vested Shares

Unless the Committee determines otherwise, the Relevant Individual agrees:

2.1.1

to hold their Vested Shares (except any Vested Shares sold by or on behalf of the Relevant Individual to pay any Tax Liability due and arising on the Vesting and/or exercise of the relevant Award) during the relevant Retention Period applying to those Shares in accordance with such terms and conditions that the Committee may impose and determine from time to time, which may include their Vested Shares being held by a nominee appointed by the Company, on the Relevant Individual’s behalf;

2.1.2

not to sell, transfer, assign or dispose of any interest in their Vested Shares (except any Vested Shares sold by or on behalf of the Relevant Individual to pay any Tax Liability due and arising on the Vesting and/or exercise of the relevant Award) until the expiry of the relevant Retention Period applying to those Shares unless the Committee determines otherwise or as otherwise permitted under paragraph 2.2 (Permitted transfers during the Retention Period);

2.1.3

that if they acquires any further Shares by virtue of their holding of Vested Shares during the relevant Retention Period those newly acquired Shares shall also be held subject to the terms of these Retention Period Conditions as they apply to the original Vested Shares until the expiry of the relevant Retention Period unless the Committee, in its discretion, determines otherwise; and

2.1.4

to enter into any other document required by the Committee from time to time (including a power of attorney or its equivalent) to give effect to the restrictions under these Retention Period Conditions.

For the avoidance of any doubt, Vested Shares shall not be subject to any risk of forfeiture under these Retention Period Conditions; however, Vested Shares may be subject to Clawback in accordance with Rule 15.4 (Malus and Clawback).

2.2	Permitted transfers during the Retention Period

2.2.1

Subject to the prior approval of the Committee and Applicable Laws, the Relevant Individual may transfer or assign some or all of their Vested Shares to:

(A)

a nominee account (or its equivalent) under which Shares are held on their behalf; and/or

(B)

their spouse or civil partner; and/or

(C)

their personal pension plan; and/or

(D)

to an individual savings account; and/or

(E)

to the trustees of a family benefit trust established by the relevant individual

during the relevant Retention Period provided that the person to whom the Shares (or an interest in the Shares) are to be transferred (the “relevant transferee”) has agreed to comply with the terms of these Retention Period Conditions and any other terms and conditions imposed or determined by the Committee, and the relevant transferee agrees not to sell, transfer, assign or dispose of those Vested Shares until the expiry of the relevant Retention Period.

2.2.2

If, during the Retention Period, the Relevant Individual receives securities other than Shares by virtue of their holding of Vested Shares, they may sell (or where appropriate redeem) those securities, unless otherwise determined by the Committee or if any Relevant Individual who holds Shares is a Material Risk Taker, in which case the applicable Retention Period will continue to apply.

2.2.3

The Committee may, in its discretion, allow a Relevant Individual to sell, transfer, assign or dispose of some or all of their Vested Shares before the end of the relevant Retention Period, subject to any additional terms and conditions that the Committee may specify.

2.3	Expiry of the Retention Period

Save in respect of any Material Risk Takers or unless otherwise determined by the Committee, the Retention Period shall expire early on:

2.3.1

the date of an event under Rule 13.1 (General offers) or 13.2 (Schemes of arrangement and winding up) (excluding an internal reorganisation under Rule 13.4 (Internal reorganisations and mergers) where Awards are released and exchanged for equivalent new awards) or such other convenient date shortly prior

to the date of an event under Rule 13.1 (General offers) or 13.2 (Schemes of arrangement and winding up) as determined by the Committee;

2.3.2

the death of the Relevant Individual; or

2.3.3

such other date determined by the Committee, in its discretion.

Vested Shares (or a proportion of them) shall cease to be subject to any restrictions under these Retention Period Conditions once the relevant Retention Period applying to those Shares has expired. As soon as reasonably practicable following the expiry of the relevant Retention Period the Committee shall (to the extent relevant) transfer or procure the transfer of the legal title to the Vested Shares previously subject to that Retention Period and any documents of title relating to those Vested Shares to the Relevant Individual or their nominee, subject to any provision of Clawback under Rule 15.4 (Malus and Clawback).

2.4	General

The exercise, or omission to exercise, any power or discretion by the Committee under these Retention Period Conditions shall not be open to question by any person and the Committee shall be under no liability to any person in relation to the exercise or omission to exercise any such power or discretion.

SCHEDULE 3

US PARTICIPANTS

Rules specific to eligible employees resident or subject to taxation in the USA.

This Schedule 3 is supplemental to the Marex Group Limited Global Omnibus Plan (the “Plan”). This Schedule 3 sets out the rules of the Plan, in its application to any Award granted or to be granted to a person who is resident or subject to taxation in the USA and words and phrases defined in the Plan shall bear the same meaning in this Schedule 3 except as otherwise provided below.

The said Rules of the Plan shall apply to this Schedule 3 as the Rules without modification or variation save that:

“Career Retiree” shall mean at any time when a Participant is Retirement Eligible, a Participant terminates their employment with the Company following the Retirement Notice Date. Solely for these purposes, “Retirement Eligible” shall mean when a Participant is: (i) is age fifty-five (55) or older; and (ii) has been actively employed in continuous employment with or service to a Group Member for at least ten (10) years; and “Retirement Notice Date” means the six (6)-month period immediately following the date of the Company’s receipt of a written notice of termination of employment by Participant at a time when a Participant is Retirement Eligible. In the event such Participant becomes a Career Retiree pursuant to the foregoing, the Award shall remain outstanding and shall Vest on the Normal Vesting Date and the Vested Shares shall be transferred to the Participant on or prior to the last day of the calendar year in which the Normal Vesting Date occurs, unless otherwise determined by the Committee in the applicable Award Agreement.

1.	Rule 8.2 (Conditional Awards) of the Plan shall for the purposes of this Schedule 3 be amended to read as follows:

“Except as may otherwise be determined by the Board or the Committee in an Award Agreement or otherwise, on or as soon as reasonably practicable following the Vesting of a Conditional Award and, notwithstanding any other Rule to the contrary, and in any event by the 15^th day of March in the calendar year immediately following the year in which an Award Vests, the Committee shall, subject to Rule 7.5 (Payment of Tax Liability) and any arrangement made under Rules 7.3(a)(iii) and 7.3(a)(iv) (Restrictions on Vesting), transfer or procure the transfer of the Vested Shares to the Participant (or their nominee).”

2.	Rule 10.4 (Payment of cash equivalent) of the Plan shall for the purposes of this Schedule 3 be amended to read as follows:

“Except as may otherwise be determined by the Board or the Committee in an Award Agreement or otherwise, as soon as reasonably practicable after the Committee has determined under Rule 10.1 (Committee determination) that a Participant shall be paid a sum in substitution for their right to acquire any number of Vested Shares and, in any event, not later than the 15^th day of March in the calendar year immediately following the calendar year in which the Award Vests the Company shall pay to them or procure the payment to them of that sum in cash.”

Notwithstanding any other Rule to the contrary, for the purposes of an Award granted under this Schedule 3 if an Award Vests under Rule 13 (Takeovers and other corporate events) of the Plan or under any other provision of the Plan, then, except as may otherwise be determined by the Board or the Committee, the Vested Shares will be transferred to the relevant Participant by the 15^th of March in the calendar year immediately following the calendar year of Vesting.

Except as may otherwise be determined by the Board or the Committee in an Award Agreement or otherwise, any vesting requirement referenced in this Schedule 3 with respect to Conditional Awards shall require and shall be conditioned on the performance of substantial future services or the occurrence of a condition related to a purpose of the compensation, and the possibility of forfeiture must be substantial. Unless a Performance Condition applies to a Conditional Award until the Normal Vesting Date, any determination of eligibility for vesting under Rule 12.1 (Good leavers before the Normal Vesting Date) shall be made in the sole discretion of the employer and the Committee. Failure to meet such vesting requirements shall in all events result in forfeiture of the subject Award(s).

5.	Rule 12.1(a)(Good leavers before the Normal Vesting Date) of the Plan shall for the purposes of this Schedule 3 be amended to read as follows:

“(a) If a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date and is a Good Leaver then

(i)

subject to Rule 7.3 (Restrictions on Vesting) and Rule 13 (Takeovers and other corporate events), that Award shall vest on the Early Vesting Date and Rule 12.6 (Leavers: reduction in number of Vested Shares) shall apply; unless

(ii)

the Committee decides that, subject to Rule 7.3 (Restrictions on Vesting) and any determination made by the Committee at its discretion under Rule 12.8 (Committee discretion to vary the extent and time when Awards Vest), that Award shall Vest on the Normal Vesting Date and Rule 12.6 (Leavers: reduction in number of Vested Shares) shall apply; and

(iii)

(iv)

notwithstanding anything to the contrary, for purposes of clause (i), (x) the Early Vesting Date shall be deemed to be the date of termination of employment or office of a Participant in the circumstances referred to in Rule 12.1 (Good leavers before the Normal Vesting Date), and (y) unless otherwise determined by the Committee, for purposes of the application of Rule 12.6 (Leavers: reduction in number of Vested Shares) pursuant to clause (i), any Performance Condition shall be applied as of the Early Vesting Date”.

The Committee may grant Incentive Stock Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently with section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the

Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Board or the Committee will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation section 1.422-4, will be a Non-qualified Stock Option.

The Plan and this Schedule 3 shall be subject to the approval of the Company’s shareholders within 12 months of the date of the Plan and this Schedule 3 are adopted by the Board. This Schedule 3 shall continue in effect for a term of ten years from the earlier of the date of Board approval or shareholder approval of the Plan and this Schedule 3.

8.	Section 409A.

(a)

For purposes of any Award granted to a U.S. resident or taxpayer, if a “change in Control” constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to section 409A, to the extent required to avoid the imposition of additional taxes under section 409A, a transaction or event shall only constitute a “change in Control” for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation section 1.409A-3(i)(5).

(b)

The Exercise Price of an Option shall not be less than 100% of the Market Value of a Share on the date of grant of such Option unless the Committee specifically indicates that the Awards will have a lower Exercise Price and the Award complies with section 409A of the Code.

(c)

The Company intends that all Awards be structured to comply with, or be exempt from, section 409A, such that no adverse tax consequences, interest, or penalties under section 409A apply and all Awards shall be interpreted consistent with such intent. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Board may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from section 409A, or (B) comply with section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under section 409A or otherwise. The Company will have no obligation under this Schedule 3 or otherwise to avoid the taxes, penalties or interest under section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under section 409A.

(d)

If an Award constitutes “nonqualified deferred compensation” under section 409A, any payment or settlement of such Award upon a termination of a Participant’s employment will, to the extent necessary to avoid taxes under section 409A, be made only upon the Participant’s “separation from service” (within the meaning of section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s employment. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”

(e)

Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under section 409A and as the Board determines) due to their “separation from service” will, to the extent necessary to avoid taxes under section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid on the day immediately following such six-month period (or, if earlier, the specified employee’s death) or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.

(f)

If an Award includes a “series of installment payments” within the meaning of section 1.409A-2(b)(2)(iii) of section 409A, the Participant’s right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment and, if an Award includes “dividend equivalents” within the meaning of section 1.409A-3(e) of section 409A, the Participant’s right to receive the dividend equivalents will be treated separately from the right to other amounts under the Award.

Incentive Stock Options

The Board may grant Incentive Stock Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently with section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Board or the Committee will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation section 1.422-4, will be a Non-qualified Stock Option.

10.

In this Schedule 3:

“Greater Than 10% Stockholder” means an individual then owning (within the meaning of section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, as defined in section 424(e) and (f) of the Code, respectively.

“Non-qualified Stock Option” means an Option which is not intended or not qualifying to be an Incentive Stock Option.

SCHEDULE 4

NON-EMPLOYEE SUB-PLAN

(the “Non-Employee Sub-Plan”)

1.	INTRODUCTION.

1.1	The Non-Employee Sub-Plan is a sub-plan of the Marex Group Limited Global Omnibus Plan (the “Plan”) and permits the grant of Awards to Consultants and Directors of the Company or any Group Member who are not employees (as at the time of the relevant grant) of any such company.

1.2	For the avoidance of doubt, the Non-Employee Sub-Plan (i) shall not prejudice the status of the Plan as an employees’ share scheme within the meaning of section 1166 of the United Kingdom Companies Act 2006; and (ii) operates separately from the Plan.

2.	DEFINITIONS AND INTERPRETATION

2.1	In the Non-Employee Sub-Plan, words and expressions used in the Plan shall, unless otherwise specified below, apply in relation to Awards granted under the Non-Employee Sub-Plan.

2.2	Save as modified in the Non-Employee Sub-Plan, all the provisions of the Plan relevant to Awards shall be incorporated into the Non-Employee Sub-Plan as if fully set out herein so as to be part of the Non-Employee Sub-Plan.

2.3	These rules of the Non-Employee Sub-Plan take precedence if there is any inconsistency between them and the rules of the Plan.

2.4	In these rules of the Non-Employee Sub-Plan:

2.4.1

“Consultant” means any person, including any adviser, engaged by the Company or any Group Member (whether directly or indirectly) to render services to such entity if the consultant or adviser: (a) renders bona fide services to the Company or a Group Member; (b) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (c) is a natural person.

2.4.2

“Director” means any non-employee director or member of the Board (or board of directors of any Group Member).

2.4.3

“Service Provider” means a Consultant or a Director.

2.4.4

“Termination Date” means the date on which a Participant ceases to be a Service Provider.

2.5	Without limiting Rule 2.3 of the Non-Employee Sub-Plan above, this Non-Employee Sub-Plan will apply to any individuals employed by an employer of record, personal services company or other umbrella company to provide personal services to the Company or a Group Member.

2.6

In these rules of the Non-Employee Sub-Plan, whenever the terms “employee,” “employed” or “employment” (or its termination) are otherwise used in the context of matters following the grant of an Award, they shall be construed in the context of that person being a Director or a Consultant of the Company or being employed by an employer or record, personal services company or other umbrella company. References to an employee’s employment with the Company or a Group Member continuing or terminating will be read as references to that

individual continuing or ceasing (as applicable) to provide services to the Company or a Group Member as a Service Provider.

2.7

Notwithstanding anything to the contrary in the Plan, the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Directors and, with respect to such Awards, the term “Committee” as used in the Plan shall be deemed to refer to the Board.

SCHEDULE 5

UK SHARESAVE SUB-PLAN

(the “UK Sharesave Sub-Plan”)

1.	INTRODUCTION

The UK Sharesave Sub-Plan is a sub-plan of the Marex Group Limited Global Omnibus Plan (the “Plan”). The purpose of this UK Sharesave Sub-Plan is to provide, in accordance with paragraph 5 of Schedule 3 to ITEPA, benefits for Eligible Employees (as defined below) in the form of share options. The Scheme may not provide benefits to Eligible Employees otherwise than in accordance with Schedule 3 to ITEPA. The UK Sharesave Sub-Plan is intended to be a Schedule 3 SAYE (as defined below).

2.	DEFINITIONS AND INTERPRETATION

2.1	In the UK Sharesave Sub-Plan, words and expressions used in the Plan shall, unless otherwise specified below, apply in relation to Awards granted under the UK Sharesave Sub-Plan.

2.2	In this UK Sharesave Sub-Plan, the following words and expressions shall bear, unless the context otherwise requires, the meanings set forth below:

“Appointed Authority” means such bank, building society or other person specified in Section 704 of the UK Income Tax (Trading and Other Income) Act 2005, as the Committee may designate for the purpose of receiving Monthly Contributions under Savings Arrangements;

“Appropriate Period” has the meaning given by Paragraph 38(3) of Schedule 3 to ITEPA;

“Associated Company” means an associated company of the Company within the meaning that expression bears in Paragraph 47 of Schedule 3 to ITEPA, save in respect of Rules 8.5.4 and 8.7 where the meaning given in Paragraph 35(4) of Schedule 3 to ITEPA shall apply;

“Bonus Date” means the earliest date on which the bonus due under the Savings Arrangements entered into in connection with an Option becomes payable;

“Continuous Service” has the meaning given to “continuous employment” in the UK Employment Rights Act 1996;

“Date of Invitation” means the date on which the Committee invites applications for Options;

“Dealing Day” means any day on which Nasdaq (or any other Recognised Stock Exchange) is open for trading;

“Eligible Employee” means:

(A)

any individual:

(i)

who is a full-time executive director (who is required to work at least 25 hours per week exclusive of meal breaks or such other number of hours as may be required by HM Revenue and Customs for the purposes of paragraph 6 of Schedule 3 to ITEPA) or an employee of a Participating Company;

(ii)

whose earnings from the office or employment referred to in (i) meet (or would meet if there were any) the requirements set out in paragraph 6(2)(c) of Schedule 3 to ITEPA;

(iii)

who, on the Date of Invitation, had such minimum period of Continuous Service with any one or more Participating Companies (taken consecutively) as the Committee may specify, provided that any period so specified shall not exceed five years prior to the Grant Date or such other period as may be permitted by paragraph 6(2)(b) of Schedule 3 to ITEPA; and

(B)

any other employee or category of employees whom the Committee may approve;

“Exercise Price” means the total amount payable in relation to the exercise of an Option, whether in whole or in part, being an amount equal to the relevant Option Price multiplied by the number of Shares in respect of which the Option is exercised;

“Key Feature” has the meaning given by Paragraph 40B(8) of Schedule 3 to ITEPA;

“Maximum Contribution” means, in relation to the relevant Savings Arrangements, the lesser of:

(A)

such maximum monthly contribution as may be permitted pursuant to Paragraph 25(3)(a) of Schedule 3 to ITEPA; and

(B)

such maximum monthly contribution as may be determined from time to time by the Committee;

“Minimum Contribution” means, in relation to the relevant Savings Arrangements, the minimum Monthly Contribution allowed under the Savings Arrangements as may be determined from time to time by the Committee but not to exceed the amount specified in Paragraph 25(3)(b) of Schedule 3 to ITEPA;

“Monthly Contributions” means monthly contributions agreed to be paid by a Participant under the Savings Arrangements entered into in connection with their Option;

“Non-UK Company Reorganisation Arrangement” has the meaning given by paragraph 47A of Schedule 3 to ITEPA;

“Option” means a right to acquire Shares under the UK Sharesave Sub-Plan which is either subsisting or (where the context so admits or requires) is proposed to be granted;

“Option Price” means the price per Share (denominated in sterling), as determined by the Committee prior to the Grant Date, at which an Eligible Employee may acquire Shares upon the exercise of an Option being not less than:

(C)

80 per cent. of one of (as determined by the Committee):

(i)

the Market Value of a Share on the Dealing Day immediately preceding the Date of Invitation;

(ii)

the average of the Market Values of a Share on the three Dealing Days immediately preceding the Date of Invitation; or

(iii)

the Market Value of a Share at such other time as may be agreed in advance in writing with HM Revenue and Customs; and

(D)

if the Shares are to be subscribed, their nominal value,

but subject to any adjustment pursuant to Rule 12;

“Participant” means a director or employee, or former director or employee, to whom an Option has been granted, or (where the context so admits or requires) the personal representatives of any such person;

“Participating Company” means:

(E)

the Company; and

(F)

any other company which is under the Control of the Company, is a Subsidiary of the Company, and is for the time being designated by the Committee as a Participating Company;

“Recognised Stock Exchange” has the meaning given by Section 1005 of the UK Income Tax Act 2007 and, for the avoidance of doubt, also includes the London Stock Exchange;

“Restriction” has the meaning given by Paragraph 48(3) of Schedule 3 to ITEPA;

“Rule” means a rule of this UK Sharesave Sub-Plan (unless the context otherwise implies reference to a rule in the Plan);

“Savings Arrangement” means a certified SAYE savings arrangement (within the meaning of Section 703 of the UK Income Tax (Trading and Other Income) Act 2005) approved by HM Revenue and Customs for the purpose of Schedule 3 to ITEPA;

“Schedule 3 SAYE” means any share option scheme that meets the requirements in force from time to time of Parts 2 to 7 of Schedule 3 to ITEPA;

“Share” means a fully paid ordinary share in the capital of the Company which satisfies the conditions specified in Paragraphs 18 to 20 and 22 of Schedule 3 to ITEPA (provided that such conditions need not be satisfied at the date of exercise of the Option where such Option is exercised within 20 days after the date on which Options become exercisable pursuant to Rule 9.1);

“Subsidiary” has the meaning given by Section 86(1) of the Companies Act;

“US Taxpayer” means a Participant who is or becomes subject to taxation under the US Internal Revenue Code of 1986, as amended; and

“US Tax Year” means a calendar year or, if it would result in the period under Rule 8.11 being longer, the twelve month period in respect of which the Participant’s employing company is obliged to pay tax.

3.	INVITATIONS AND APPLICATION FOR OPTIONS

3.1	The Committee may invite applications for Options from Eligible Employees. Invitations may be made by letter, poster, circular, advertisement, electronically, or by any other means or combination of means determined by the Committee, and shall include details of:

3.1.1

eligibility;

3.1.2

the Option Price;

3.1.3

whether the Shares over which an Option is to be granted are subject to any Restriction and, if so, the details of such Restriction (or information as to where such details are set out in an accessible format);

3.1.4

the length of the Savings Arrangements and the date when savings will start;

3.1.5

the Maximum Contribution payable;

3.1.6

the Minimum Contribution payable;

3.1.7

whether, for the purpose of determining the number of Shares over which an Option is to be granted, the repayment under the Savings Arrangements is to be taken:

(A)

as including any specified bonus;

(B)

as including any bonus selected by the Eligible Employee; or

(C)

as not including a bonus;

3.1.8

the form of application and the date by which applications made pursuant to Rule 3.3 must be received (being neither earlier than 14 days, nor later than 25 days after the Date of Invitation);

3.1.9

if determined by the Committee, details of the maximum number of Shares over which applications for Options are to be invited in a relevant period; and

3.1.10

include a statement that each invitation is subject to these Rules, the relevant Savings Arrangement and Schedule 3 of ITEPA and that those provisions will prevail over any conflicting statement.

3.2	An application for an Option must incorporate or be accompanied by a proposal for Savings Arrangements (and, where Eligible Employees may elect for different lengths of Savings Arrangements, details of the choice available).

3.3	An application for an Option shall be in such form as the Committee may from time to time prescribe, save that it shall provide for the application to state:

3.3.1

the length of the Savings Arrangement (or if there is a choice, the period of the Option applied for);

3.3.2

the Monthly Contributions (being a multiple of £1 and not less than the Minimum Contribution) which the Eligible Employee wishes to make under the Savings Arrangements to be entered into in connection with the Option for which application is made;

3.3.3

that the Eligible Employee’s proposed Monthly Contributions (when taken together with any Monthly Contributions made under any other Savings Arrangements) will not exceed the Maximum Contribution; and

3.3.4

if Eligible Employees may elect for the repayment under the Savings Arrangements to be taken as including a bonus, the Eligible Employee’s election in that respect.

3.4

If an application for an Option specifies a Monthly Contribution which (when taken together with any Monthly Contributions the Eligible Employee makes under any other Savings Arrangements) which will exceed the Maximum Contribution, the Committee is authorised to modify the application by reducing the Monthly Contribution to the maximum possible amount. Any such modification shall be made before the application is accepted.

3.5	An application for an Option shall be valid only if:

3.5.1

it is received by the Company not later than the date specified in the invitation;

3.5.2

it contains an agreement by the Eligible Employee to be bound by all such terms or conditions as may have been specified in the invitation or as are specified in the Rules; and

3.5.3

it is made in such form and manner as the Committee may in its discretion allow.

3.6	Each application for an Option shall provide that, in the event of excess applications, each application and proposal shall be deemed to have been modified or withdrawn in accordance with the steps taken by the Committee to scale down applications pursuant to Rule 4.

3.7	Proposals for Savings Arrangements shall be limited to the Appointed Authority.

3.8	Each application shall be deemed to be for an Option over the largest whole number of Shares which can be acquired at the Option Price with the expected aggregate repayment under the Savings Arrangements entered into in connection with the Option.

4.	SCALING DOWN

4.1

If valid applications are received for a total number of Shares in excess of any maximum number of Shares determined by the Committee pursuant to Rule 3.1.9, or any limitation under Rule 7, the Committee shall scale down applications in accordance with Rules 4.1.1 to 4.1.4 below in such order and combinations as the Committee may determine, save that the provisions set out in Rules 4.1.3 and 4.1.4 shall not be applied before the provisions set out in Rules 4.1.1 and 4.1.2, until the number of Shares available equals or exceeds such total number of Shares applied for:

4.1.1

by reducing, so far as necessary, the proposed Monthly Contributions pro rata to the excess over such amount as the Committee shall determine for this purpose being not less than the amount of the Minimum Contribution;

4.1.2

by treating each election for a bonus as an election for no bonus;

4.1.3

by treating elections for five-year Savings Arrangements as elections for three-year Savings Arrangements; and

4.1.4

by selecting by lot.

4.2

If the number of Shares available is insufficient to enable an Option based on Monthly Contributions of the amount of the Minimum Contribution to be granted to each Eligible Employee making a valid application, the Committee may, as an alternative to selecting by lot, determine in its absolute discretion that no Options shall be granted.

4.3	If the Committee so determines, the provisions in Rule 4.1 may be modified or applied in any manner provided that any such modification or application does not breach any of the provisions of Schedule 3 to ITEPA.

4.4	If, in applying the scaling down provisions contained in this Rule 4, Options cannot be granted within the 30 day period referred to in Rule 6.2 below, the Committee may extend that period by 12 days.

4.5

If applications are scaled down pursuant to this Rule 4, the Monthly Contributions which Eligible Employees have specified in their applications shall, where necessary, be scaled down to such sums in whole pounds sterling. The resulting Monthly Contribution shall not be less than the Minimum Contribution.

5.	DEDUCTION OF MONTHLY CONTRIBUTIONS

Monthly Contributions to any Savings Arrangement shall be payable by means of regular deductions from the wage or salary remitted by the Company or any other Participating Company to the Participant’s account with the Appointed Authority provided that if and so long as payment by such means is rendered temporarily impracticable by reason of maternity leave, prolonged sick leave or other similar circumstances, the Participant may pay such contributions by any reasonable means agreed between the Company or the Participating Company, the Participant and the Appointed Authority.

6.	GRANT OF OPTIONS

6.1	No Option shall be granted to any person if, at the Grant Date, that person has ceased to be an Eligible Employee.

6.2

Within 30 days of the Dealing Day by reference to which the Option Price was fixed (or where by reference to more than one Dealing Day, the first of such days) the Committee may, subject to Rule 4 above, grant to each Eligible Employee who has submitted a valid application for an Option in respect of the number of Shares for which an application has been deemed to be made under Rule 3.8.

6.3	The Committee shall issue to each Participant an option notification in such form (not inconsistent with the provisions of the UK Sharesave Sub-Plan) as the Committee may from time to time prescribe. Each such notification shall specify:

6.3.1

the Grant Date of the Option;

6.3.2

the number and class of Shares over which the Option is granted;

6.3.3

the Option Price;

6.3.4

the date on which the Option will lapse;

6.3.5

whether the Shares over which the Option is granted are subject to any Restriction and, if so, the details of such Restriction (or information as to where such details are set out in an accessible format); and

6.3.6

the Bonus Date.

6.4	Except as otherwise provided in these Rules, every Option shall be personal to the Participant to whom it is granted and shall not be transferable, assignable or chargeable and any purported transfer, assignment or charge (save as aforesaid) shall cause the Option to lapse forthwith.

6.5	No amount shall be paid in respect of the grant of an Option.

7.	UK SHARESAVE SUB-PLAN LIMIT

7.1

The maximum number of Shares over which an Option may be granted (along with all other Awards under the Plan, any other Sub-Plans and any Award granted by Marex Group plc over Marex Group plc shares which was not exchanged for an equivalent award over Shares pursuant to Rule 13.4 (Internal reorganisations and mergers)) will be equal to the Overall Share Limit, subject to any other limit being approved by members of the Company from time to time (provided shareholder approval is required).

7.2	If the granting of an Option would cause the limit in this Rule 7 to be exceeded, such Option may be granted but shall only take effect as an Option over the maximum number of Shares which does not cause the limit to be exceeded. If more than one Option is made on the same

Grant Date, the number of Shares which would otherwise be subject to each Option shall be reduced pro rata.

8.	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS

8.1	Save as provided in Rules 8.4, 8.5 and 8.10, an Option shall not be exercised earlier than the Bonus Date under the Savings Arrangements entered into in connection therewith.

8.2	Save as provided in Rule 8.4, an Option shall not be exercised later than six months after the Bonus Date under the Savings Arrangements entered into in connection therewith.

8.3	Save as provided in Rules 8.4, 8.5, 8.6 and 8.8 an Option may only be exercised by a Participant whilst they are a director or employee of a Participating Company.

8.4	An Option may be exercised by the personal representatives of a deceased Participant at any time:

8.4.1

within 12 months following the date of their death if such death occurs before the Bonus Date; and

8.4.2

within 12 months following the Bonus Date in the event of their death on, or within 6 months after, the Bonus Date.

8.5	An Option may be exercised by a Participant within six months following their ceasing to hold office or employment with a Participating Company by reason of:

8.5.1

injury or disability;

8.5.2

redundancy within the meaning of the UK Employment Rights Act 1996;

8.5.3

retirement;

8.5.4

their office or employment being in a company which ceases to be an Associated Company by reason of a change of control within the meaning of sections 450 and 451 of the UK Corporation Tax Act 2010;

8.5.5

a relevant transfer within the meaning of the UK Transfer of Undertakings (Protection of Employment) Regulations 2006; or

8.5.6

the transfer of a business or part of a business to a person who is not an Associated Company where the transfer is not a relevant transfer within the meaning of the UK Transfer of Undertakings (Protection of Employment) Regulations 2006.

8.6

Provided that such cessation occurs more than three years after the Grant Date, an Option may be exercised by a Participant within six months following their ceasing to hold office or employment with a Participating Company for any other reason not listed in Rule 8.5 above, other than where the reason for the cessation is dismissal for gross misconduct, serious breach or non-observance of the Participant’s contract of employment or failure or refusal to carry out the duties assigned to him thereunder.

8.7	A Participant shall not be treated, for the purposes of Rules 8.5, 8.6 or Rule 8.9.6, as ceasing to hold an office or employment with a Participating Company until they cease to hold any office or employment with a Participating Company or an Associated Company.

8.8	An Option may be exercised within six months of the Bonus Date by a Participant who is a director or employee of a company which is not a Participating Company but which is an Associated Company.

8.9	An Option granted to a Participant shall lapse upon the occurrence of the earliest of the following applicable to such Option:

8.9.1

six months after the Bonus Date under the Savings Arrangements entered into in connection with the Option, save where the Participant dies prior to the expiry of such period;

8.9.2

where the Participant dies before the Bonus Date, 12 months after the date of death; and where the Participant dies on, or in the period of six months after, the Bonus Date, 12 months after the Bonus Date;

8.9.3

the expiry of any of the six month periods specified in Rules 8.5 or 8.6, save where the Participant dies prior to the expiry of such period;

8.9.4

the expiry of any of the periods specified in Rules 9.3 or 9.4, save: (i) where an Option is released in consideration of the grant of a New Option during one of the periods specified in Rules 9.3 and 9.4 pursuant to Rule 9.6; or (ii) where the Participant dies prior to the expiry of (including prior to the commencement of) such period;

8.9.5

the expiry of the period specified in Rule 9.5

8.9.6

the Participant ceasing to hold any office or employment with a Participating Company: (i) prior to the third anniversary of the Grant Date other than for any reason specified in Rule 8.5 or as a result of their death; or (ii) on or after the third anniversary of the Grant Date other than for any reason specified in Rule 8.5, where a right of exercise arises under Rule 8.6 or as a result of their death;

8.9.7

subject to Rule 9.5, the passing of an effective resolution, or the making of an order by the Court, for the winding-up of the Company;

8.9.8

the Participant being deprived (otherwise than on death) of the legal or beneficial ownership of the Option by operation of law, or doing anything or omitting to do anything which causes him to be so deprived, or becoming bankrupt;

8.9.9

before an Option has become capable of being exercised, the Participant giving notice that they intends to stop paying Monthly Contributions, or being deemed under the terms of the Savings Arrangements to have given such notice, or making an application for repayment of the Monthly Contributions made; and

8.9.10

where an Option is subject to the provisions of Rule 8.11, the expiry of the period for exercise provided for Rule 8.11.

8.10	When an Option is exercised only in part, it shall lapse to the extent of the unexercised balance.

8.11

If an Option with an Option Price that is less than the Market Value of a Share subject to the Option on the Grant Date is held by a US Taxpayer, such Option must be exercised, if at all, under any Rule of the UK Sharesave Sub-Plan not later than two business days before the 15th day of the third month following the end of the US Tax Year in which the Option first becomes exercisable or is the date the Option is no longer subject to a substantial risk of forfeiture for purposes of Section 409A (or, if earlier, the last date of the relevant exercise period for such Option, or such earlier date as is provided under the UK Sharesave Sub-Plan) (which is, for the avoidance of doubt, intended to satisfy the “short-term deferral” exception within the meaning of Section 409A). The Board may determine an earlier date by which the Option must be exercised, if at all, in order to provide for a transfer of the Shares within the time set forth in Rule 11.3.

9.	TAKE-OVER, SCHEME OF ARRANGEMENT AND LIQUIDATION

9.1	Subject to Rule 8.9 and provided the Option is not to be exchanged under Rule 9.3, an Option can be exercised:

9.1.1

in the period starting up to 20 days before and ending six months following the date on which:

(A)

any person (or group of persons acting in concert) obtains Control of the Company as a result of making a general offer to acquire:

Shares which is made on a condition such that if it is satisfied, the person making the offer will have Control of the Company; or

II.

all of the shares of the Company which are of the same class as the Shares,

and which, in either case, are not at the time owned by the offeror or any company Controlled by the offeror (and/or persons acting in concert with the offeror) and any condition subject to which the offer was made has been satisfied (a “Takeover”);

(B)

a Non-UK Company Reorganisation Arrangement becomes binding on the shareholders covered by it, where such arrangement is applicable to or affects:

all of the ordinary share capital of the Company or all of the shares of the Company which are of the same class as the Shares to which the Option relates; or

II.

all of the shares, or all of the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment, directorships or participation in a Schedule 3 SAYE.

9.2

An Option which is exercised during the period of 20 days ending with the date of a Takeover or Non-UK Company Reorganisation Arrangement (each, a “Relevant Event”) will be treated as if it had been exercised in accordance with Rule 9.1. The exercise of any Option exercised in reliance on this Rule 9.2 in anticipation of a Relevant Event which does not occur within the period of 20 days following the exercise of the Option will be treated as having no effect.

9.3

If this Rule applies, Options will not become exercisable but may (with the consent of the Participant if and to the extent required under relevant legislation or HMRC guidance) be exchanged during the period set out in paragraph 38(3) of Schedule 3. Rules 9.4, 9.5 and apply to the exchange save that references to the Acquiring Company in those Rules will be deemed to be references to the Successor Company as defined below. This Rule applies when:

9.3.1

a company (the “Successor Company”) has obtained Control of the Company;

9.3.2

at least 75% of the shares of the Successor Company are held by the same shareholders as the shareholders of the Company immediately after the Successor Company has obtained Control; and

9.3.3

the Successor Company consents to the exchange of Options under this Rule.

9.4	If any company (the “Acquiring Company”)

9.4.1

obtains Control of the Company as a result of making a general offer to acquire Shares:

(A)

which is made on a condition such that, if it is satisfied, the person making the offer will have Control of the Company; or

(B)

all the shares in the Company which are of the same class as the Shares,

9.4.2

obtains Control of the Company as a result of a Non-UK Company Reorganisation Arrangement becoming binding on the shareholders covered by it,

any Participant may, at any time within the Appropriate Period, by agreement with the Acquiring Company, release any Option granted under the UK Sharesave Sub-Plan which has not lapsed (the “Old Option) in consideration of the grant to the Participant of a new Option (the “New Option”) which (for the purposes of Paragraph 39 of Schedule 3 to ITEPA) is equivalent to the Old Option but relates to shares in a different company (whether the Acquiring Company itself or some other company falling within Paragraph 18(b) or (c) of Schedule 3 to ITEPA).

9.5	The New Option shall not be regarded for the purposes of Rule 9.4 as equivalent to the Old Option unless the conditions set out in Paragraph 39(4) of Schedule 3 to ITEPA are satisfied, but so that the provisions of the UK Sharesave Sub-Plan shall for this purpose be construed as if:

9.5.1

the New Option were an option granted under the UK Sharesave Sub-Plan at the same time and on the same terms as the Old Option;

9.5.2

except for the purposes of the definition of “Participating Company” in Rule 1, the reference to “Marex Group Limited” in the definition of “Company” in Rule 1 were a reference to the different company mentioned in Rule 9.4 (provided that the scheme organiser (as defined in Schedule 3 of ITEPA) shall continue to be the Company);

9.5.3

the “Option Price” were references to the price per share payable upon the exercise of the New Option; and

save where the Acquiring Company or, if applicable, such other company over whose shares the New Option is granted, is listed, Rule 15.2 were omitted

9.6	For the purposes of satisfying the conditions set out in paragraph 39(4) of Schedule 3, the market value of any Shares must be determined using a methodology agreed with HMRC in accordance with paragraph 39(8) of Schedule 3.

For the avoidance of doubt, the Scheme remains that of the original scheme organiser after the release.

10.

MANNER OF EXERCISE

10.1

An Option may only be exercised during the periods specified in Rules 8 and 9, and only with monies not exceeding the amount repaid (including any bonus or interest) under the Savings Arrangements entered into in connection therewith as at the date of such exercise. For this purpose, no account shall be taken of such part (if any) of the repayment of any Monthly Contribution, the due date for the payment of which under the Savings Arrangements arises after the date of the repayment.

10.2

An Option may only be exercised in respect of up to the number of Shares for which the Option Price payable is most nearly equal to but does not exceed the aggregate amount of contributions paid under the Savings Arrangement (excluding the amount of any Monthly Contribution the due date of payment of which is more than one calendar month after the date on which

repayment is made under the Savings Arrangement) together with the amount of any bonus or interest received or due thereunder as at the date or (if less) the maximum number of Shares in respect of which the Option shall subsist. After the exercise of the Option, any excess contributions paid under the Savings Arrangement will be returned to the Participant.

10.3	Exercise shall be effected by the Participant (or by their duly authorised agent) in such manner as may be determined by the Committee from time to time (including by electronic means).

10.4	Any notification of exercise pursuant to Rule 10.3 shall be accompanied by:

10.4.1

a remittance for the Exercise Price payable to the Company; or

10.4.2

an authority to the Company to withdraw and apply monies equal to the Exercise Price from the Savings Arrangements.

10.5	The effective date of exercise shall be the date of delivery of the notification of exercise.

11.

ISSUE OR TRANSFER OF SHARES

11.1	The Company shall issue or transfer Shares to the Participant pursuant to a valid exercise of an Option in accordance with Rule 9.5 of the Plan (Transfer or allotment timetable) and in any event within 30 days following the effective date of exercise of the Option.

11.2	Shares acquired pursuant to the exercise of an Option shall be subject to the terms of the Plan (including, for the avoidance of doubt, Rule 16 (Malus and Clawback) and the Company’s Bye-laws as amended from time to time.

11.3

Shares to be issued or transferred to or for the benefit of a US Taxpayer in connection with the exercise of an Option shall be transferred, if at all, not later than the 15th day of the third month following the end of the US Tax Year in which the Option first becomes exercisable under any Rule or is the date the Option is no longer subject to a substantial risk of forfeiture for purposes of Section 409A) (which is, for the avoidance of doubt, intended to satisfy the “short-term deferral” exception within the meaning of Section 409A) (or such earlier date as is provided under the UK Sharesave Sub-Plan).

12.

ADJUSTMENTS AND VARIATION OF CAPITAL

12.1

The number of Shares over which an Option has been granted and the Option Price thereof shall be adjusted in such manner as the Committee shall determine following any capitalisation issue (other than a scrip dividend), rights issue, subdivision, consolidation, reduction of share capital or any other variation of share capital of the Company.

12.2	Any adjustment made pursuant to Rule 12.1 to take account of a variation in any share capital of the Company must secure that:

12.2.1

the total Market Value of the Shares which may be acquired by the exercise of the Option is immediately after the variation substantially the same as it was immediately before the variation or variations; and

12.2.2

the total price at which those Shares may be acquired is immediately after the variation substantially the same as it was immediately before the variation or variations,

and that following any such variation the requirements of Schedule 3 to ITEPA continue to be met.

12.3	Subject to Rule 12.4, an adjustment may be made under Rule 12.1 which would have the effect of reducing the Option Price in relation to an Option to be satisfied by an issue of Shares to less

than the nominal value of a Share, but only if, and to the extent that, the Committee shall be authorised to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercisable exceeds the adjusted Exercise Price, and so that on the exercise of any Option in respect of which the Option Price has been so reduced, the Committee shall capitalise and apply such sum (if any) as is necessary to pay up the amount by which the aggregate nominal value of the Shares in respect of which the Option is exercised exceeds the Exercise Price for such Shares.

12.4	Where an Option subsists over both issued and unissued Shares, an adjustment permitted by Rule 12.3 may only be made if the reduction of the Option Price of both issued and unissued Shares can be made to the same extent.

12.5	The Committee shall take such steps as it may consider necessary to notify Participants of any adjustment made under this Rule 12 and to call in, cancel, endorse, issue or reissue any option notification consequent upon such adjustment.

12.6	Any adjustment to an Option pursuant to this Rule 12 shall be notified to HM Revenue and Customs in accordance with Paragraph 40B(6) of Schedule 3 to ITEPA.

13.

NOMINEE ARRANGEMENTS

13.1

Legal title to any Shares which are due to be transferred to the Participant pursuant to the UK Sharesave Sub-Plan may (notwithstanding any other Rule) be transferred to a person (the “Nominee”) appointed by the Company from time to time to hold legal title to such Shares on behalf of the Participant. The Company may, alternatively, arrange for the share certificate relating to Shares transferred to the Participant pursuant to the UK Sharesave Sub-Plan to be deposited with the Nominee.

13.2

The Nominee shall receive and hold Shares (or the share certificate in respect of Shares) on behalf of the Participant in accordance with such terms and conditions as are agreed by the Company from time to time, and by participating in the UK Sharesave Sub-Plan the Participant irrevocably agrees to those terms and conditions (which shall be available to the Participant on request to the Company).

13.3

The transfer of any Shares to the Nominee shall satisfy any obligation of the Company under the UK Sharesave Sub-Plan to transfer Shares to the Participant (and references in the UK Sharesave Sub-Plan to Shares (or legal title thereof) having been transferred to the Participant shall be read accordingly).

14.

ADMINISTRATION

14.1	Any notice or other communication under or in connection with this UK Sharesave Sub-Plan may be given in accordance with Clause 18.7 (Notices) of the Plan.

14.2

The Committee has full authority to administer the UK Sharesave Sub-Plan. The Committee shall have power from time to time to make and vary such regulations (not being inconsistent with the Plan or the Rules of the UK Sharesave Sub-Plan) for the implementation and administration of this UK Sharesave Sub-Plan.

15.

AMENDMENTS

15.1

Subject to Rule 15.2, the Committee may at any time add to or alter the UK Sharesave Sub-Plan or any Option granted thereunder in any respect provided that the UK Sharesave Sub-Plan continues to qualify as a Schedule 3 SAYE. The Committee may also make amendments to Options granted under the UK Sharesave Sub-Plan without the consent of the affected Participants in order to comply or continue to comply with the provisions of, or reflect any

legislative amendments to, Schedule 3 to ITEPA and/or as are permissible under Rule 14 (Relocation of Participants Overseas) of the Plan.

15.2

For the avoidance of doubt, Clauses 17.2 (Shareholder approval) and 17.3 (Alterations to disadvantage of Participants) shall apply mutatis mutandis to the UK Sharesave Sub-Plan or any Option granted thereunder albeit that the Company may make any and all alterations or additions pursuant to a decision of HM Revenue and Customs under paragraph 40I of Schedule 3 to ITEPA such that it is required in order that the UK Sharesave Sub-Plan qualifies or continues to qualify as a Schedule 3 SAYE. Rule 15.2 shall not apply to any alteration or addition which is minor and to benefit the administration of the UK Sharesave Sub-Plan or necessary or desirable in order to ensure that the UK Sharesave Sub-Plan continues to qualify as a Schedule 3 SAYE or to comply with or take account of the provisions of any proposed or existing legislation, law or other regulatory requirements or to take advantage of any changes in legislation, law or other regulatory requirements, or to obtain or maintain favourable taxation, exchange control or regulatory treatment of the Company, any Subsidiary of the Company or any Participant or to make minor amendments to benefit the administration of the UK Sharesave Sub-Plan.

15.3	Any alteration to a Key Feature shall be notified to HM Revenue and Customs in accordance with Paragraph 40B(6) of Schedule 3 to ITEPA.

16.

GENERAL

16.1	The UK Sharesave Sub-Plan shall terminate on the Expiration Date, or at any earlier time by resolution of the Committee or an ordinary resolution of the shareholders in general meeting. Such termination shall be without prejudice to the subsisting rights of Participants.

16.2	The invalidity or non-enforceability of any provision or Rule of the UK Sharesave Sub-Plan shall not affect the validity or enforceability of the remaining provisions and Rules of the UK Sharesave Sub-Plan which shall continue in full force and effect.

16.3

A person who is not a party to the Option shall not have any rights under or in connection with it as a result of the Contracts (Rights of Third Parties) Act 1999 except where such rights arise under any provision of the UK Sharesave Sub-Plan for any employer or former employer of the Participant which is not a party.

16.4	Subject to Rules 16.1 to 16.3 above, Rule 18 (Miscellaneous) of the Plan shall apply mutatis mutandis to the UK Sharesave Sub-Plan and/or any Option granted thereunder.

16.5

The Company intends that all Options held by US Taxpayers be structured to satisfy the short-term deferral exception within the meaning of Section 409A or be otherwise exempt from Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply and all Options shall be interpreted consistent with such intent. Notwithstanding anything in the Plan or otherwise to the contrary, the Committee may, without a US Taxpayer’s consent, amend this Schedule 5 or Options, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of an Option, including any such actions intended to exempt this Schedule or any Option from Section 409A, or provide for their compliance therewith, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Option’s grant date. The Company makes no representations or warranties as to an Option’s tax treatment under Section 409A or otherwise and the Company will have no obligation under this Schedule or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Option and will have no liability to any US Taxpayer or any other person if any Option, compensation or other benefits under the Schedule are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.

Exhibit 99.3

MAREX GROUP LIMITED

EMPLOYEE SHARE PURCHASE PLAN

ARTICLE I. PURPOSE

The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a share ownership interest in the Company.

The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code. The Non-Section 423 Component authorizes the grant of rights which need not qualify as rights granted pursuant to an “employee stock purchase plan” under Section 423 of the Code. Rights granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing such sub-plans, appendices, rules or procedures as may be adopted by the Administrator and designed to achieve tax, securities laws or other objectives for Eligible Employees and Designated Subsidiaries but shall not be intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Except as otherwise determined by the Administrator or provided herein, the Non-Section 423 Component will operate and be administered in the same manner as the Section 423 Component. Offerings intended to be made under the Non-Section 423 Component will be designated as such by the Administrator at or prior to the time of such Offering.

For purposes of this Plan, the Administrator may designate separate Offerings under the Plan in which Eligible Employees will participate. The terms of these Offerings need not be identical, even if the dates of the applicable Offering Period(s) in each such Offering are identical, provided that the terms of participation are the same within each separate Offering under the Section 423 Component (as determined under Section 423 of the Code). Solely by way of example and without limiting the foregoing, the Company could, but shall not be required to, provide for simultaneous Offerings under the Section 423 Component and the Non-Section 423 Component of the Plan.

This Plan was originally adopted by Marex Group plc on 12 April 2024, was amended by a duly authorised committee of the board of Marex Group plc on 24 June 2026 and was adopted and assumed by the Board on 25 June 2026 as the Marex Group Limited Global Omnibus Plan and approved by shareholders of the Company on 25 June 2026.

ARTICLE II. DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.

2.1 “Administrator” means the entity that conducts the general administration of the Plan as provided in Article XI.

2.2 “Agent” means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized to act as the agent of the Company or an Employee with regard to the Plan.

2.3 “Applicable Law” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which Shares are listed or quoted and the applicable laws and rules of any non-U.S. country or other jurisdiction where rights under this Plan are granted.

2.4 “Board” means the Board of Directors of the Company.

2.5 “Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

2.6 “Company” means Marex Group Limited, an exempted company limited by shares incorporated on 2 October 2025 in Bermuda with registered number 202505104, and having its registered office at Crawford House, 5o Cedar Avenue, Hamilton HM11 Bermuda, or any successor.

2.7 “Compensation” of an Eligible Employee means, unless otherwise determined by the Administrator, the gross base compensation received by such Eligible Employee as compensation for services to the Company or any

Designated Subsidiary, including prior week adjustment and overtime payments but excluding vacation pay, holiday pay, jury duty pay, funeral leave pay, military leave pay, commissions, incentive compensation, one-time bonuses (e.g., retention or sign on bonuses), education or tuition reimbursements, travel expenses, business and moving reimbursements, income received in connection with any stock options, stock appreciation rights, restricted stock, restricted stock units or other compensatory equity awards, fringe benefits, other special payments and all contributions made by the Company or any Designated Subsidiary for the Employee’s benefit under any employee benefit plan now or hereafter established.

2.8 “Designated Subsidiary” means any Subsidiary designated by the Administrator in accordance with Section 11.2(b), such designation to specify whether such participation is in the Section 423 Component or Non-Section 423 Component. A Designated Subsidiary may participate in either the Section 423 Component or Non-Section 423 Component, but not both; provided that a Subsidiary that, for U.S. tax purposes, is disregarded from the Company or any Subsidiary that participates in the Section 423 Component shall automatically constitute a Designated Subsidiary that participates in the Section 423 Component. The designation by the Administrator of Designated Subsidiaries and changes in such designations by the Administrator shall not require shareholder approval. Only entities that are subsidiary corporations of the Company within the meaning of Section 424 of the Code may be designated as Designated Subsidiaries for purposes of the Section 423 Component, and if a subsidiary designated as a Designated Subsidiary for purposes of the Section 423 Component does not so qualify, it shall automatically be deemed to be a Designated Subsidiary in the Non-Section 423 Component.

2.9 “Effective Date” means the day prior to the Public Trading Date.

2.10 “Eligible Employee” means:

(a) With respect to the Section 423 Component of the Plan, an Employee who does not, immediately after any rights under this Plan are granted, own (directly or through attribution) shares possessing 5% or more of the total combined voting power or value of all classes of Shares and other securities of the Company, a Parent or a Subsidiary (as determined under Section 423(b)(3) of the Code). For purposes of the foregoing, the rules of Section 424(d) of the Code with regard to the attribution of share ownership shall apply in determining the share ownership of an individual, and stock that an Employee may purchase under outstanding options shall be treated as shares owned by the Employee. With respect to an Employee participating in the Non-Section 423 Component, such qualification shall not apply unless otherwise required by Applicable Law.

(b) Notwithstanding the foregoing, the Administrator may provide in an Offering Document that an Employee shall not be eligible to participate in an Offering Period under the Section 423 Component if: (i) such Employee is a highly compensated employee within the meaning of Section 423(b)(4)(D) of the Code; (ii) such Employee has not met a service requirement designated by the Administrator pursuant to Section 423(b)(4) (A) of the Code (which service requirement may not exceed two years); (iii) such Employee’s customary employment is for twenty hours per week or less; (iv) such Employee’s customary employment is for less than five months in any calendar year; and/or (v) such Employee is a citizen or resident of a non-U.S. jurisdiction and the grant of a right to purchase Shares under the Plan to such Employee would be prohibited under the laws of such non-U.S. jurisdiction or the grant of a right to purchase Shares under the Plan to such Employee in compliance with the laws of such non-U.S. jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code, as determined by the Administrator in its sole discretion; provided, further, that any exclusion in clauses (i), (ii), (iii), (iv) or (v) shall be applied in an identical manner under each Offering Period to all Employees, in accordance with Treasury Regulation Section 1.423-2(e).

(c) Further notwithstanding the foregoing, with respect to the Non-Section 423 Component, the first sentence in this definition shall apply in determining who is an “Eligible Employee,” except (i) the Administrator may limit eligibility further within the Company or a Designated Subsidiary so as to only designate some Employees of the Company or a Designated Subsidiary as Eligible Employees, and (ii) to the extent the restrictions in the first sentence in this definition are not consistent with applicable local laws, the applicable local laws shall control, in each case, in accordance with the requirements of Section 423 of the Code with respect to the Section 423 Component.

2.11 “Employee” means any individual who renders services to the Company or any Designated Subsidiary in the status of an employee, and, with respect to the Section 423 Component, a person who is an employee within the meaning of Section 3401(c) of the Code. For purposes of an individual’s participation in, or other rights under the Plan, all determinations by the Company shall be final, binding and conclusive, notwithstanding that any court of law or governmental agency subsequently makes a contrary determination. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved

by the Company or Designated Subsidiary and meeting the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month period.

2.12 “Enrollment Date” means the first Trading Day of each Offering Period.

2.13 “Fair Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares are listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Shares as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock exchange but are quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Shares, the Administrator will determine the Fair Market Value in its discretion.

2.14 “Marex Group plc” means Marex Group plc, a public limited company incorporated and registered in England and Wales, with company number 05613060;

2.15 “Non-Section 423 Component” means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an Offering Period may be granted to Eligible Employees that need not satisfy the requirements for rights to purchase Shares granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.

2.16 “Offering” means an offer under the Plan of a right to purchase Shares that may be exercised during an Offering Period as further described in Article IV hereof. Unless otherwise specified by the Administrator, each Offering to the Eligible Employees of the Company or a Designated Subsidiary shall be deemed a separate Offering, even if the dates and other terms of the applicable Offering Periods of each such Offering are identical, and the provisions of the Plan will separately apply to each Offering. To the extent permitted by Treas. Reg. § 1.423-2(a)(1), the terms of each separate Offering under the Section 423 Component need not be identical, provided that the terms of the Section 423 Component and an Offering thereunder together satisfy Treas. Reg. § 1.423-2(a)(2) and (a)(3).

2.17 “Offering Document” has the meaning given to such term in Section 4.1.

2.18 “Offering Period” has the meaning given to such term in Section 4.1.

2.19 “Ordinary Shares” means the ordinary shares of the Company.

2.20 “Parent” means any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if, at the time of the determination, each of the corporations other than the Company owns shares possessing 50% or more of the total combined voting power of all classes of shares in one of the other corporations in such chain.

2.21 “Participant” means any Eligible Employee who has executed a subscription agreement and been granted rights to purchase Shares pursuant to the Plan.

2.22 “Payday” means the regular and recurring established day for payment of Compensation to an Employee of the Company or any Designated Subsidiary.

2.23 “Plan” means this Employee Share Purchase Plan, including both the Section 423 Component and Non-Section 423 Component and any other sub-plans or appendices hereto, as amended from time to time.

2.24 “Public Trading Date” means the first date upon which the Ordinary Shares are listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

2.25 “Purchase Date” means the last Trading Day of each Purchase Period or such other date as determined by the Administrator and set forth in the Offering Document.

2.26 “Purchase Period” means shall refer to one or more periods within an Offering Period, as designated in the applicable Offering Document; provided, however, that, in the event no Purchase Period is designated by the Administrator in the applicable Offering Document, the Purchase Period for each Offering Period covered by such Offering Document shall be the same as the applicable Offering Period.

2.27 “Purchase Price” means the purchase price designated by the Administrator in the applicable Offering Document (which purchase price, for purposes of the Section 423 Component, shall not be less than 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever is lower); provided, however, that, in the event no purchase price is designated by the Administrator in the applicable Offering Document, the purchase price for the Offering Periods covered by such Offering Document shall be 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever is lower; provided, further, that the Purchase Price may be adjusted by the Administrator pursuant to Article VIII and shall not be less than the par value of a Share.

2.28 “Section 423 Component” means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an Offering Period may be granted to Eligible Employees that are intended to satisfy the requirements for rights to purchase Shares granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.

2.29 “Securities Act” means the U.S. Securities Act of 1933, as amended.

2.30 “Share” means an Ordinary Share.

2.31 “Subsidiary” means any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the determination, each of the corporations other than the last corporation in an unbroken chain owns shares possessing 50% or more of the total combined voting power of all classes of shares in one of the other corporations in such chain; provided, however, that a limited liability company or partnership may be treated as a Subsidiary to the extent either (a) such entity is treated as a disregarded entity under Treasury Regulation Section 301.7701-3(a) by reason of the Company or any other Subsidiary that is a corporation being the sole owner of such entity, or (b) such entity elects to be classified as a corporation under Treasury Regulation Section 301.7701-3(a) and such entity would otherwise qualify as a Subsidiary. In addition, with respect to the Non-Section 423 Component, Subsidiary shall include any corporate or non-corporate entity in which the Company has a direct or indirect equity interest or significant business relationship.

2.32 “Trading Day” means a day on which national stock exchanges in the United States are open for trading.

2.33 “Treas. Reg.” means U.S. Department of the Treasury regulations.

ARTICLE III.

SHARES SUBJECT TO THE PLAN

3.1 Number of Shares. Subject to Article VIII, the aggregate number of Shares that may be issued pursuant to rights granted under the Plan shall be 708,180 Shares. In addition to the foregoing, subject to Article VIII, on the first day of each calendar year beginning on January 1, 2025 and ending on and including January 1, 2034, the number of Shares available for issuance under the Plan shall be increased by that number of Shares equal to the lesser of (a) 1% of the aggregate number of Shares of the Company outstanding on the final day of the immediately preceding calendar year, and (b) such smaller number of Shares as determined by the Board. If any right granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such right shall again become available for issuance under the Plan. Notwithstanding anything in this Section 3.1 to the contrary, the number of Shares that may be issued or transferred pursuant to the rights granted under the Section 423 Component of the Plan shall not exceed an aggregate of 7,081,800 Shares, subject to Article VIII.

3.2 Shares Distributed. Any Shares distributed pursuant to the Plan may consist, in whole or in part, of authorized and unissued Shares, treasury shares or Shares purchased on the open market.

ARTICLE IV.

OFFERING PERIODS; OFFERING DOCUMENTS; PURCHASE DATES

4.1 Offering Periods. The Administrator may from time to time grant or provide for the grant of rights to purchase Shares under the Plan to Eligible Employees during one or more periods (each, an “Offering Period”) selected

by the Administrator. The terms and conditions applicable to each Offering Period shall be set forth in an “Offering Document” adopted by the Administrator, which Offering Document shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate and shall be incorporated by reference into and made part of the Plan and shall be attached hereto as part of the Plan. The Administrator shall establish in each Offering Document one or more Purchase Periods during such Offering Period during which rights granted under the Plan shall be exercised and purchases of Shares carried out during such Offering Period in accordance with such Offering Document and the Plan. The provisions of separate Offering Periods under the Plan need not be identical.

4.2 Offering Documents. Each Offering Document with respect to an Offering Period shall specify (through incorporation of the provisions of this Plan by reference or otherwise):

(a) the length of the Offering Period, which period shall not exceed twenty-seven months;

(b) the length of the Purchase Period(s) within the Offering Period;

(c) in connection with each Offering Period that contains only one Purchase Period the maximum number of Shares that may be purchased by any Eligible Employee during such Offering Period, which, in the absence of a contrary designation by the Administrator, shall be 20,000 Shares;

(d) in connection with each Offering Period that contains more than one Purchase Period, the maximum aggregate number of Shares which may be purchased by any Eligible Employee during each Purchase Period, which, in the absence of a contrary designation by the Administrator, shall be 20,000 Shares; and

(e) such other provisions as the Administrator determines are appropriate, subject to the Plan.

ARTICLE V. ELIGIBILITY AND PARTICIPATION

5.1 Eligibility. Any Eligible Employee who shall be employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of this Article V and, for the Section 423 Component, the limitations imposed by Section 423(b) of the Code.

5.2 Enrollment in Plan.

(a) Except as otherwise set forth in an Offering Document or determined by the Administrator, an Eligible Employee may become a Participant in the Plan for an Offering Period by delivering a subscription agreement to the Company by such time prior to the Enrollment Date for such Offering Period (or such other date specified in the Offering Document) designated by the Administrator and in such form as the Company provides.

(b) Each subscription agreement shall designate a whole percentage of such Eligible Employee’s Compensation to be withheld by the Company or the Designated Subsidiary employing such Eligible Employee on each Payday during the Offering Period as payroll deductions under the Plan. The percentage of Compensation designated by an Eligible Employee may not be less than 1% and may not be more than the maximum percentage specified by the Administrator in the applicable Offering Document (which percentage shall be 15% in the absence of any such designation) as payroll deductions. The payroll deductions made for each Participant shall be credited to an account for such Participant under the Plan and shall be deposited with the general funds of the Company.

(c) A Participant may increase or decrease the percentage of Compensation designated in his or her subscription agreement, subject to the limits of this Section 5.2, or may suspend his or her payroll deductions, at any time during an Offering Period; provided, however, that the Administrator may limit the number of changes a Participant may make to his or her payroll deduction elections during each Offering Period in the applicable Offering Document (and in the absence of any specific designation by the Administrator, a Participant shall be allowed to decrease and/or suspend (but not increase) his or her payroll deduction elections one time during each Offering Period). Any such change or suspension of payroll deductions shall be effective with the first full payroll period following five business days after the Company’s receipt of the new subscription agreement (or such shorter or longer period as may be specified by the Administrator in the applicable Offering Document). In the event a Participant suspends his or her payroll deductions, such Participant’s cumulative payroll deductions prior to the suspension shall remain in his or her account and shall be applied to the purchase of Shares on the next occurring Purchase Date and shall not be paid to such Participant unless he or she withdraws from participation in the Plan pursuant to Article VII.

(d) Except as otherwise set forth in an Offering Document or determined by the Administrator, a Participant may participate in the Plan only by means of payroll deduction and may not make contributions by lump

sum payment for any Offering Period.

5.3 Payroll Deductions. Except as otherwise provided in the applicable Offering Document, payroll deductions for a Participant shall commence on the first Payday following the Enrollment Date and shall end on the last Payday in the Offering Period to which the Participant’s authorization is applicable, unless sooner terminated by the Participant as provided in Article VII or suspended by the Participant or the Administrator as provided in Section 5.2 and Section 5.6, respectively. Notwithstanding any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions is prohibited, the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participant’s account under the Plan in a form acceptable to the Administrator in lieu of or in addition to payroll deductions; provided, however, that, for any Offering under the Section 423 Component, the Administrator shall take into consideration any limitations under Section 423 of the Code when applying an alternative method of contribution.

5.4 Effect of Enrollment. A Participant’s completion of a subscription agreement will enroll such Participant in the Plan for each subsequent Offering Period on the terms contained therein until the Participant either submits a new subscription agreement, withdraws from participation under the Plan as provided in Article VII or otherwise becomes ineligible to participate in the Plan.

5.5 Limitation on Purchase of Shares. An Eligible Employee may be granted rights under the Section 423 Component only if such rights, together with any other rights granted to such Eligible Employee under “employee stock purchase plans” of the Company, any Parent or any Subsidiary, as specified by Section 423(b)(8) of the Code, do not permit such employee’s rights to purchase shares of the Company or any Parent or Subsidiary to accrue at a rate that exceeds $25,000 of the fair market value of such shares (determined as of the first day of the Offering Period during which such rights are granted) for each calendar year in which such rights are outstanding at any time. This limitation shall be applied in accordance with Section 423(b)(8) of the Code.

5.6 Suspension of Payroll Deductions. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 5.5 (with respect to the Section 423 Component) or the other limitations set forth in this Plan, a Participant’s payroll deductions may be suspended by the Administrator at any time during an Offering Period. The balance of the amount credited to the account of each Participant that has not been applied to the purchase of Shares by reason of Section 423(b)(8) of the Code, Section 5.5 or the other limitations set forth in this Plan shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable after the Purchase Date.

5.7 Non-U.S. Employees. In order to facilitate participation in the Plan, the Administrator may provide for such special terms applicable to Participants who are citizens or residents of a non-U.S. jurisdiction, or who are employed by a Designated Subsidiary outside of the United States, as the Administrator may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Except as permitted by Section 423 of the Code, with respect to the Section 423 Component, such special terms may not be more favorable than the terms of rights granted under the Section 423 Component to Eligible Employees who are residents of the United States. Such special terms may be set forth in an addendum to the Plan in the form of an appendix or sub-plan (which appendix or sub-plan may be designed to govern Offerings under the Section 423 Component or the Non-Section 423 Component, as determined by the Administrator). To the extent that the terms and conditions set forth in an appendix or sub-plan conflict with any provisions of the Plan, the provisions of the appendix or sub-plan shall govern. The adoption of any such appendix or sub-plan shall be pursuant to Section 11.2(g). Without limiting the foregoing, the Administrator is specifically authorized to adopt rules and procedures, with respect to Participants who are non-U.S. nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular Subsidiaries from participation in the Plan, eligibility to participate, the definition of Compensation, handling of payroll deductions or other contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding procedures, establishment of bank or trust accounts to hold payroll deductions or contributions.

5.8 Leave of Absence. During leaves of absence approved by the Company meeting the requirements of Treasury Regulation Section 1.421-1(h)(2) under the Code, a Participant may continue participation in the Plan by making cash payments to the Company on his or her normal Payday equal to the Participant’s authorized payroll deduction.

ARTICLE VI.

GRANT AND EXERCISE OF RIGHTS

6.1 Grant of Rights. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period shall be granted a right to purchase the maximum number of Shares specified under Section 4.2, subject to the limits in Section 5.5, and shall have the right to buy, on each Purchase Date during such Offering Period

(at the applicable Purchase Price), such number of whole Shares as is determined by dividing

(a) such Participant’s payroll deductions accumulated prior to such Purchase Date and retained in the Participant’s account as of the Purchase Date, by

(b) the applicable Purchase Price (rounded down to the nearest Share). The right shall expire on the earliest of: (x) the last Purchase Date of the Offering Period, (y) the last day of the Offering Period, and (z) the date on which the Participant withdraws in accordance with Section 7.1 or Section 7.3.

6.2 Exercise of Rights. On each Purchase Date, each Participant’s accumulated payroll deductions and any other additional payments specifically provided for in the applicable Offering Document will be applied to the purchase of whole Shares, up to the maximum number of Shares permitted pursuant to the terms of the Plan and the applicable Offering Document, at the Purchase Price. No fractional Shares shall be issued upon the exercise of rights granted under the Plan, unless the Offering Document specifically provides otherwise. Any cash in lieu of fractional Shares remaining after the purchase of whole Shares upon exercise of a purchase right will be credited to a Participant’s account and carried forward and applied toward the purchase of whole Shares for the next following Offering Period. Shares issued pursuant to the Plan may be evidenced in such manner as the Administrator may determine and may be issued in certificated form or issued pursuant to book-entry procedures.

6.3 Pro Rata Allocation of Shares. If the Administrator determines that, on a given Purchase Date, the number of Shares with respect to which rights are to be exercised may exceed (a) the number of Shares that were available for issuance under the Plan on the Enrollment Date of the applicable Offering Period, or (b) the number of Shares available for issuance under the Plan on such Purchase Date, the Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of the Shares available for purchase on such Enrollment Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants for whom rights to purchase Shares are to be exercised pursuant to this Article VI on such Purchase Date, and shall either (i) continue all Offering Periods then in effect, or (ii) terminate any or all Offering Periods then in effect pursuant to Article IX. The Company may make pro rata allocation of the Shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional Shares for issuance under the Plan by the Company’s shareholders subsequent to such Enrollment Date. The balance of the amount credited to the account of each Participant that has not been applied to the purchase of Shares shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable after the Purchase Date or such earlier date as determined by the Administrator.

6.4 Withholding. At the time a Participant’s rights under the Plan are exercised, in whole or in part, or at the time some or all of the Shares issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, or other tax withholding obligations, if any, that arise upon the exercise of the right or the disposition of the Shares. At any time, the Company may, but shall not be obligated to, withhold from the Participant’s compensation or Shares received pursuant to the Plan the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Shares by the Participant.

6.5 Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any certificate or certificates for, or make any book entries evidencing, Shares purchased upon the exercise of rights under the Plan prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges, if any, on which the Shares are then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, that the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) the payment to the Company of all amounts that it is required to withhold under federal, state or local law upon exercise of the rights, if any; and (e) the lapse of such reasonable period of time following the exercise of the rights as the Administrator may from time to time establish for reasons of administrative convenience.

ARTICLE VII. WITHDRAWAL; CESSATION OF ELIGIBILITY

7.1 Withdrawal. A Participant may withdraw all but not less than all of the payroll deductions credited to his or her account and not yet used to exercise his or her rights under the Plan at any time by giving written notice to the Company in a form acceptable to the Company no later than one week prior to the end of the Offering Period or, if earlier, the end of the Purchase Period (or such shorter or longer period as may be specified by the Administrator in the applicable Offering Document). All of the Participant’s payroll deductions credited to his or her account during an Offering Period shall be paid to such Participant as soon as reasonably practicable after receipt of notice of withdrawal without any interest thereon (except as may be required by applicable local laws) and such Participant’s rights for the

Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of Shares shall be made for such Offering Period. If a Participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the next Offering Period unless the Participant timely delivers to the Company a new subscription agreement.

7.2 Future Participation. A Participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or a Designated Subsidiary or in subsequent Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws.

7.3 Cessation of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee for any reason, he or she shall be deemed to have elected to withdraw from the Plan pursuant to this Article VII and the payroll deductions credited to such Participant’s account during the Offering Period shall be paid to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 12.4, as soon as reasonably practicable without any interest thereon (except as may be required by applicable local laws), and such Participant’s rights for the Offering Period shall be automatically terminated. If a Participant transfers employment from the Company or any Designated Subsidiary participating in the Section 423 Component to any Designated Subsidiary participating in the Non-Section 423 Component, such transfer shall not be treated as a termination of employment, but the Participant shall immediately cease to participate in the Section 423 Component; however, any contributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-Section 423 Component, and such Participant shall immediately join the then-current Offering under the Non-Section 423 Component upon the same terms and conditions in effect for the Participant’s participation in the Section 423 Component, except for such modifications otherwise applicable for Participants in such Offering. A Participant who transfers employment from any Designated Subsidiary participating in the Non-Section 423 Component to the Company or any Designated Subsidiary participating in the Section 423 Component shall not be treated as terminating the Participant’s employment and shall remain a Participant in the Non-Section 423 Component until the earlier of (i) the end of the current Offering Period under the Non-Section 423 Component or (ii) the Enrollment Date of the first Offering Period in which the Participant is eligible to participate following such transfer. Notwithstanding the foregoing, the Administrator may establish different rules to govern transfers of employment between entities participating in the Section 423 Component and the Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code.

ARTICLE VIII. ADJUSTMENTS UPON CHANGES IN SHARES

8.1 Changes in Capitalization. Subject to Section 8.3, in the event that the Administrator determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), change in control, reorganization, merger, amalgamation, consolidation, combination, repurchase, redemption, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event, as determined by the Administrator, affects the Shares such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any outstanding purchase rights under the Plan, the Administrator shall make equitable adjustments, if any, to reflect such change with respect to (a) the aggregate number and type of Shares (or other securities or property) that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and the limitations established in each Offering Document pursuant to Section 4.2 on the maximum number of Shares that may be purchased); (b) the class(es) and number of Shares and price per Share subject to outstanding rights; and (c) the Purchase Price with respect to any outstanding rights.

8.2 Other Adjustments. Subject to Section 8.3, in the event of any transaction or event described in Section 8.1 or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in Applicable Law or accounting principles, the Administrator, in its discretion, and on such terms and conditions as it deems appropriate, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any right under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:

(a) To provide for either (i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount that would have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement of such outstanding right with other rights or property selected by the Administrator in its sole discretion;

(b) To provide that the outstanding rights under the Plan shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar rights covering the shares of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

(c) To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding rights under the Plan and/or in the terms and conditions of outstanding rights and rights that may be granted in the future;

(d) To provide that Participants’ accumulated payroll deductions may be used to purchase Shares prior to the next occurring Purchase Date on such date as the Administrator determines in its sole discretion and the Participants’ rights under the ongoing Offering Period(s) shall be terminated; and

(e) To provide that all outstanding rights shall terminate without being exercised.

8.3 No Adjustment Under Certain Circumstances. Unless determined otherwise by the Administrator, no adjustment or action described in this Article VIII or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Section 423 Component of the Plan to fail to satisfy the requirements of Section 423 of the Code.

8.4 No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares subject to outstanding rights under the Plan or the Purchase Price with respect to any outstanding rights.

ARTICLE IX.

AMENDMENT, MODIFICATION AND TERMINATION

9.1 Amendment, Modification and Termination. The Administrator may amend, suspend or terminate the Plan at any time and from time to time; provided, however, that approval of the Company’s shareholders shall be required to amend the Plan to: (a) increase the aggregate number, or change the type, of shares that may be sold pursuant to rights under the Plan under Section 3.1 (other than an adjustment as provided by Article VIII), (b) change the corporations or classes of corporations whose employees may be granted rights under the Plan or (c) as otherwise may be required under Applicable Law.

9.2 Certain Changes to Plan. Without shareholder consent and without regard to whether any Participant rights may be considered to have been adversely affected (and, with respect to the Section 423 Component of the Plan, after taking into account Section 423 of the Code), the Administrator shall be entitled to change or terminate the Offering Periods, limit the frequency and/or number of changes in the amount withheld from Compensation during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of payroll withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion to be advisable that are consistent with the Plan.

9.3 Actions In the Event of Unfavorable Financial Accounting Consequences. In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(a) altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price

(b) shortening any Offering Period so that the Offering Period ends on a new Purchase Date, including an Offering Period underway at the time of the Administrator action; and

Such modifications or amendments shall not require shareholder approval or the consent of any Participant.

9.4 Payments Upon Termination of Plan. Upon termination of the Plan, the balance in each Participant’s Plan account shall be refunded as soon as practicable after such termination, without any interest thereon, or the Offering Period may be shortened so that the purchase of Shares occurs prior to the termination of the Plan.

ARTICLE X. TERM OF PLAN

The Plan shall become effective on the Effective Date. The effectiveness of the Section 423 Component of the Plan shall be subject to approval of the Plan by the Company’s shareholders within twelve months following the date the Plan is first approved by the Board. No right may be granted under the Section 423 Component of the Plan prior to such shareholder approval. The Plan shall remain in effect until terminated under Section 9.1. No rights may be granted under the Plan during any period of suspension of the Plan or after termination of the Plan.

ARTICLE XI. ADMINISTRATION

11.1 Administrator. Unless otherwise determined by the Board, the Administrator of the Plan shall be the Compensation Committee of the Board (or another committee or a subcommittee of the Board to which the Board delegates administration of the Plan). The Board may at any time vest in the Board any authority or duties for administration of the Plan. The Administrator may delegate administrative tasks under the Plan to the services of an Agent or Employees to assist in the administration of the Plan, including establishing and maintaining an individual securities account under the Plan for each Participant.

11.2 Authority of Administrator. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(a) To determine when and how rights to purchase Shares shall be granted and the provisions of each offering of such rights (which need not be identical).

(b) To designate from time to time which Subsidiaries of the Company shall be Designated Subsidiaries, which designation may be made without the approval of the shareholders of the Company.

(c) To impose a mandatory holding period pursuant to which Employees may not dispose of or transfer Shares purchased under the Plan for a period of time determined by the Administrator in its discretion.

(d) To construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its administration. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(e) To amend, suspend or terminate the Plan as provided in Article IX.

(f) Generally, to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests of the Company and its Subsidiaries and to carry out the intent that the Plan be treated as an “employee stock purchase plan” within the meaning of Section 423 of the Code for the Section 423 Component.

(g) The Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence over other provisions of this Plan, with the exception of Section 3.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.

11.3 Decisions Binding. The Administrator’s interpretation of the Plan, any rights granted pursuant to the Plan, any subscription agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.

ARTICLE XII. MISCELLANEOUS

12.1 Restriction upon Assignment. A right granted under the Plan shall not be transferable other than by will or the applicable laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant. Except as provided in Section 12.4 hereof, a right under the Plan may not be exercised to any extent except

by the Participant. The Company shall not recognize and shall be under no duty to recognize any assignment or alienation of the Participant’s interest in the Plan, the Participant’s rights under the Plan or any rights thereunder.

12.2 Rights as a Shareholder. With respect to Shares subject to a right granted under the Plan, a Participant shall not be deemed to be a shareholder of the Company, and the Participant shall not have any of the rights or privileges of a shareholder, until such Shares have been issued to the Participant or his or her nominee following exercise of the Participant’s rights under the Plan. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash securities, or other property) or distribution or other rights for which the record date occurs prior to the date of such issuance, except as otherwise expressly provided herein or as determined by the Administrator.

12.3 Interest. No interest shall accrue on the payroll deductions or contributions of a Participant under the Plan.

12.4 Designation of Beneficiary.

(a) A Participant may, in the manner determined by the Administrator, file a written designation of a beneficiary who is to receive any Shares and/or cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to a Purchase Date on which the Participant’s rights are exercised but prior to delivery to such Participant of such Shares and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death prior to exercise of the Participant’s rights under the Plan. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her beneficiary shall not be effective without the prior written consent of the Participant’s spouse.

(b) Such designation of beneficiary may be changed by the Participant at any time by written notice to the Company. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such Shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such Shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

12.5 Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

12.6 Equal Rights and Privileges. Subject to Section 5.7, all Eligible Employees will have equal rights and privileges under the Section 423 Component so that the Section 423 Component of this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Subject to Section 5.7, any provision of the Section 423 Component that is inconsistent with Section 423 of the Code will, without further act or amendment by the Company, the Board or the Administrator, be reformed to comply with the equal rights and privileges requirement of Section 423 of the Code. Eligible Employees participating in the Non-Section 423 Component need not have the same rights and privileges as other Eligible Employees participating in the Non-Section 423 Component or as Eligible Employees participating in the Section 423 Component.

12.7 Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.

12.8 Reports. Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of Shares purchased and the remaining cash balance, if any.

12.9 No Employment Rights. Nothing in the Plan shall be construed to give any person (including any Eligible Employee or Participant) the right to remain in the employ of the Company or any Parent or Subsidiary or affect the right of the Company or any Parent or Subsidiary to terminate the employment of any person (including any Eligible Employee or Participant) at any time, with or without cause.

12.10 Notice of Disposition of Shares. Each Participant shall give prompt notice to the Company of any disposition or other transfer of any Shares purchased upon exercise of a right under the Section 423 Component of the Plan if such disposition or transfer is made: (a) within two years from the Enrollment Date of the Offering Period in which the Shares were purchased or (b) within one year after the Purchase Date on which such Shares were purchased. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant in such disposition or other transfer.

12.11 Governing Law. The Section 423 Component of the Plan and any agreements thereunder shall be governed by the laws of the United States of America and the Non-Section 423 Component of the Plan and any agreements thereunder shall be administered, interpreted and enforced in accordance with the laws of England and Wales, disregarding any state’s choice of law principles requiring the application of a jurisdiction’s laws other than the laws of England and Wales. Certain definitions, which refer to the laws of such jurisdiction, shall be construed in accordance with other such laws. The competent courts located in London, England shall have exclusive jurisdiction over any dispute arising out of or in connection with this Plan and any award granted hereunder.

12.12 Electronic Forms. To the extent permitted by Applicable Law and in the discretion of the Administrator, an Eligible Employee may submit any form or notice as set forth herein by means of an electronic form approved by the Administrator. Before the commencement of an Offering Period, the Administrator shall prescribe the time limits within which any such electronic form shall be submitted to the Administrator with respect to such Offering Period in order to be a valid election.

Exhibit 99.4

MAREX GROUP LIMITED

RULES

of the

MAREX GROUP LIMITED

LONG TERM INCENTIVE PLAN

Rules originally adopted by the board of Marex Group Plc on 6 September 2023 and amended by a duly authorised committee of the board of Marex Group plc on 24 June 2026

Rules adopted and assumed by the board of the Company on 25 June 2026 as the Marex Group Limited Long Term Incentive Plan and approved by shareholders of the Company on 25 June 2026

Herbert Smith Freehills LLP

HSF Ref: 5153/14460/31044489

The Marex Group Limited LTIP

CONTENTS


Clause	Heading	Page

1.	INTERPRETATION AND CONSTRUCTION		2

2.	AWARDS		4

3.	PERFORMANCE CONDITION		6

4.	AWARDS ARE NON-TRANSFERABLE		6

5.	VESTING		6

6.	CESSATION OF OFFICE OR EMPLOYMENT		8

7.	CORPORATE ACTIONS		10

8.	DIVIDEND EQUIVALENT		11

9.	CASH ALTERNATIVE		12

10.	TAX LIABILITY		12

11.	CUSTODY ARRANGEMENTS		13

12.	MALUS AND CLAW-BACK		13

13.	VARIATION OF CAPITAL		15

14.	ADMINISTRATION		15

15.	AMENDMENTS		15

16.	DATA PROTECTION		16

17.	GENERAL		17

APPENDIX 1 : OPERATION OF MALUS AND CLAW-BACK			19

APPENDIX 2 : US PARTICIPANTS			20

The Marex Group Limited LTIP

RULES OF THE MAREX GROUP LIMITED LONG TERM INCENTIVE PLAN

1.	INTERPRETATION AND CONSTRUCTION

1.1	For the purposes of the Plan, the following terms shall have the meaning indicated below unless the context clearly indicates otherwise:

“Award” means a right to receive a transfer of Shares following vesting of the Award;

“Bad Leaver” means any Participant who ceases to hold office or employment with any Group Company (or gives or receives notice of such cessation) in accordance with Rule 6.1 (Cessation where Awards lapse) and:

(A)

the Board determines that the Participant has been (or will be) carrying on or interested in any Competing Business (other than holding for investment up to 3% of any class or securities quoted or dealt in on a recognised investment exchange or up to 10% of any class of securities not so quoted or dealt) or employed or otherwise engaged to provide services or professional advice to any Competing Business; or

(B)

the Board determines that the Participant has breached or will breach any post-termination restrictive covenant in favour of any Group Company to which the Participant is subject; or

(C)

the circumstances described in Rules 12.3.3 to 12.3.9 (Malus and Claw-back) arise.

“Board” means the board of directors of the Company or a committee duly authorised by the board of directors or, following any Corporate Action, the Board or duly authorised committee as constituted immediately prior to the Corporate Action;

“Cessation Date” means, subject to Rule 6.7, the date on which the Participant no longer holds office or employment with any Group Company;

“Career Retiree” means a Participant who voluntarily resigns (and ceases office or employment with the Group) and as a consequence ceases to be employed or provide remunerated services to any entity which is not a Group Company (unless such entity has otherwise been approved by the Board);

“Claw-back” means a recovery of value by the Company from a Participant in accordance with the provisions of Rule 12 (Malus and Claw-back) and Appendix 1 (Operation of Malus and Claw-back);

“Companies Act” shall (save where the Companies Act of any other jurisdiction is referred to expressly) mean the Bermuda Companies Act 1981, as amended;

“Competing Business” includes any business carried on by any person, body corporate, firm, trust, joint venture, partnership or other entity as may be determined by the Company within England, Northern Ireland, Scotland, Wales and any other country or state in which the Company or any of its Group Companies carries on or proposes to carry on (in the immediate or foreseeable future) any business, which wholly or partly competes or proposes to compete with any business which the Company or any of its Group Companies carries on at the Cessation Date and/or the Normal Vesting Date or proposes to carry on in the immediate or foreseeable future;

“Control” has the meaning given by Section 86(4) of the Companies Act;

“Corporate Action” means any of the events referred to in Rule 7 (but excluding a Reorganisation as defined in Rule 7.2).

“Dealing Restriction” means any restriction on the dealing in shares, whether direct or indirect, pursuant to the rules of regulations of any stock exchange on which Shares are traded or any law, regulation, code or enactment in Bermuda and/or the jurisdiction in which

The Marex Group Limited LTIP

the Participant is resident, or any share dealing code of the Company (but shall not include any restriction imposed by Rule 5.10 (Retention Period);

“Eligible Employee” means an employee of any Group Company (including an executive director of the Company);

“Employees’ Share Scheme” has the meaning given by Section 1166 of the UK Companies Act 2006;

“Financial Year” means the financial year of the Company;

“Grant Date” means the date on which an Award is granted;

“Group” means the Company and any company which from time to time is a subsidiary of the Company, within the meaning of section 86(1) of the Companies Act (each a “Group Company”);

“IPO” means the admission to trading of at least 50% of the issued share capital of the Company (or a holding company of the Company) to the main market of the London Stock Exchange plc or the AIM market of the London Stock Exchange plc or the New York Stock Exchange or NASDAQ or any other recognised investment exchange as such term is used in section 285 of the Financial Services and Markets Act 2000 (as amended) or any successor market or exchange of the foregoing;

“Malus Adjustment” means a reduction in the number of Shares subject to an Award in accordance with the provisions of Rule 12 (Malus and Claw-back) and Appendix 1 (Operation of Malus and Claw-back);

“Marex Group plc” means Marex Group plc, a public limited company incorporated and registered in England and Wales, with company number 05613060;

“Material Risk Taker” means a Participant that:

(A)

has been identified as a material risk taker, within the meaning of the Financial Conduct Authority’s Systems and Controls Sourcebook 19G.5.1; and

(B)

does not meet the individual proportionality criteria set out in the Financial Conduct Authority’s Systems and Controls Sourcebook 19G.5.9,

for a Financial Year in respect of which an Award has been granted;

“Normal Vesting Date” means the later of:

(A)

the date on which the audited accounts of the Company for the third Financial Year following the Financial Year in which the Grant Date falls are released; and

(B)

the third anniversary of the Grant Date,

provided that the Company may delay the Normal Vesting Date of an Award at any time following the Grant Date in accordance with Rule 5.8;

“Participant” means an Eligible Employee who has received an Award to the extent it has not been released and has not lapsed (or, following his death, his Personal Representatives);

“Performance Condition” means any performance condition to which an Award is subject as provided for in Rule 3 (Performance Condition), which may consist of one or more performance elements (including a performance underpin), and which shall be set out in the Participant’s award notification pursuant to Rule 2.11.4;

“Personal Representatives” means, following his death, the Participant’s personal representatives, or a person fulfilling a similar function in any jurisdiction;

“Plan” means this Marex Group Limited Long Term Incentive Plan, as amended from time to time;

“Retention Period” means the period specified in Rule 5.10 (Retention Period) during which the transfer of Shares received on vesting is restricted;

The Marex Group Limited LTIP

“Rule” means a rule of this Plan;

“Share” means a fully paid non-voting ordinary share in the capital of the Company;

“Shareholding Requirements” means any provisions to which the Participant is subject (whether under any contractual arrangement or the terms of the Company’s remuneration policy) which require the Participant to hold a minimum number of Shares from time to time (including provisions which continue to apply after the Participant has ceased to hold office or employment with the Group);

“Treasury Shares” means Shares to which Section 42B of the Companies Act apply;

“Trust” means any employee benefit trust from time to time established by the Company;

“US Participant” has the meaning given in Rule 2.10 (US Participants); and

“vesting” means Shares subject to an Award becoming due to be transferred to the Participant (and “vest” shall be construed accordingly).

1.2	In this Plan unless the context requires otherwise:

1.2.1

the headings are inserted for convenience only and do not affect the interpretation of any Rule;

1.2.2

a reference to a statute or statutory provision includes a reference:

(A)

to that statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any statute or statutory provision;

(B)

to any repealed statute or statutory provision which it re-enacts (with or without modification); and

(C)

to any subordinate legislation made under it;

1.2.3

words in the singular include the plural, and vice versa;

1.2.4

a reference to any one gender shall be treated as a reference to any other gender;

1.2.5

a reference to a person shall include a reference to a body corporate;

1.2.6

a reference to writing or written form shall include any legible format capable of being reproduced on paper, irrespective of the medium used;

1.2.7

the term “including” shall mean “including, without limitation and without prejudice to the generality of the foregoing”; and

1.2.8

a reference to any period of time “from” a date or “to” a date (or similar) shall be inclusive of such dates.

1.3	In this Plan:

1.3.1

a reference to the “transfer of Shares” (or similar) shall include both the issuance and allotment of Shares and the transfer of Treasury Shares; and

1.3.2

a provision obliging, or permitting, any company to do any thing shall be read as obliging, or permitting, such company to do that thing, or procure that thing to be done.

2.	AWARDS

Eligibility

2.1	Awards may be granted to Eligible Employees selected by the Board.

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Timing of grants

2.2	An Award may be granted at such time as the Board determines.

Individual limit

2.3	An Award may not be granted to an Eligible Employee where it would cause the aggregate Relevant Value of the Shares subject to such Award and any Award(s) granted to the Eligible Employee in the same Financial Year to exceed an amount equal to:

2.3.1

300% of the gross annual basic salary of that Eligible Employee at the relevant Grant Date; or

2.3.2

if the Board so determines in circumstances which it determines to be exceptional, 400% of the gross annual basic salary of that Eligible Employee at the relevant Grant Date.

An Award granted in breach of this limit shall immediately lapse in respect of the number of Shares which cause this limit to be breached. Awards which have been released or have lapsed, and any right to receive Shares as a dividend equivalent, shall be ignored for this purpose.

2.4

In this Rule 2.3, the “Relevant Value” of a Share subject to an Award means either (as determined by the Board): (i) the market value (as determined by the Board) of a Share on the Grant Date; (ii) the average of the market value (as determined by the Board) of a Share over the period of up to the five consecutive days ending on the Grant Date; or (iii) the market value (as determined by the Board) of a Share on such other date as may be determined by the Board, in each case subject to such discount (if any) as may be applied to the market value as shall be determined by the Board.

2.5	Where an Eligible Employee’s gross annual basic salary is denominated in a currency other than pounds sterling, for the purposes of Rule 2.3 above such gross annual basic salary shall be converted into US dollars on such basis as the Board may determine.

Method of grant

2.6	An Award shall be granted by the Board.

2.7	An Award shall be granted by deed.

2.8	No payment for the grant of an Award shall be made by the Participant.

2.9	A Participant may within 30 days of the Grant Date release an Award (in full but not in part) by written notice to the Company. Where a Participant does not release an Award within such period, the Participant shall be deemed to have accepted the Award on the terms set out in the Rules.

US Participants

2.10

The provisions of Appendix 2 (US Participants) shall apply to an Award granted to or held by a Participant who is or becomes, at any time during the period from the Grant Date to the date on which the Award vests or lapses, subject to taxation under the US Internal Revenue Code of 1986, as amended (a “US Participant”). References to Code §409A are to §409A of the US Internal Revenue Code of 1986, as amended.

Award notification

2.11	As soon as practicable following the Grant Date an award notification in such form as the Board may determine (including electronic) shall be issued in respect of an Award to the Participant, which shall specify:

2.11.1

the Grant Date;

2.11.2

the Normal Vesting Date;

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2.11.3

the number of Shares in respect of which the Award is granted;

2.11.4

the full terms of the Performance Condition;

2.11.5

if the Board has so determined prior to the Grant Date, that the dividend equivalent provisions of Rule 8 (Dividend Equivalent) shall apply;

2.11.6

that the Award is subject to the malus and claw-back provisions of Rule 12 (Malus and Claw-back) and Appendix 1 (Operation of Malus and Claw-back); and

2.11.7

that the Award is subject to a Retention Period in accordance with Rule 5.10 (Retention Period).

3.	PERFORMANCE CONDITION

3.1	An Award shall be granted subject to the Performance Condition.

3.2	Each element of the Performance Condition shall be assessed over such period as is determined by the Board at the Grant Date, which shall be set out in the Participant’s award notification pursuant to Rule 2.11.4.

3.3

If events happen following the Grant Date which cause the Board to determine that any element of the Performance Condition is no longer a fair measure of the Company’s performance, the Board may alter the terms of such element as it determines to be appropriate but not so that the revised Performance Condition is, in the opinion of the Board, materially less challenging in the circumstances (taking account of the intervening event) than was intended in setting the original Performance Condition.

3.4	The Performance Condition may not be retested.

4.	AWARDS ARE NON-TRANSFERABLE

4.1

A Participant may not transfer, assign, pledge, charge or otherwise dispose of, or grant any form of security or other interest over, any part of his interest in an Award. An Award shall (unless the Board determines otherwise) lapse on the Participant doing so (whether voluntarily or involuntarily), being deprived of the beneficial ownership of an Award by operation of law, or becoming bankrupt.

4.2	Rule 4.1 does not restrict the transmission of an Award to the Participant’s Personal Representatives following his death.

5.	VESTING

Normal vesting

5.1	An Award shall vest on the Normal Vesting Date.

Vesting subject to Dealing Restrictions

5.2

An Award shall not vest unless, and vesting shall be delayed until, the Board is satisfied that at that time:

5.2.1

such vesting;

5.2.2

the transfer of Shares to the Participant; and

5.2.3

any action needed to be taken by the Company to give effect to such vesting,

is not contrary to any Dealing Restriction.

Extent of vesting determined by the Performance Condition

5.3

The extent to which an Award shall vest (if at all) shall be determined by reference to the Performance Condition, provided that the Board may vary the extent to which an Award shall vest (upwards or downwards, including to nil) if it determines that it is appropriate to do so to reflect the broader financial performance of the Group and such other factors as it considers to be relevant (including the individual performance of, or any misfeasance or malpractice

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by, the Participant). At the end of the period over which the Performance Condition is assessed, the Award shall lapse to the extent that the Performance Condition is not met or the Board applies a downwards variation to the Award.

5.4

In the event that any element of the Performance Condition is required to be assessed prior to the end of the period over which it was originally intended to be assessed, the Board may make its assessment on the basis of such information (not limited to published accounts) as it determines to be appropriate.

Sustainability and Compliance with regulation and applicable laws

5.5

An Award shall only vest and Shares shall only be delivered if and to the extent that the Board determines that it is sustainable according to the financial situation of the Group as a whole, and justified on the basis of the performance of the Group, the business unit and the Participant concerned.

5.6

To the extent that the vesting of an Award and/or delivery of Shares thereunder would result in a breach of any regulatory requirement applicable to the Company or any Group Company from time to time (including any requirement of the UK Financial Conduct Authority, the UK Prudential Regulation Authority or otherwise) or any other legislation, rules or regulations in any jurisdiction, the Participant shall have no entitlement to the payment of such an Award.

Effect of vesting

5.7	Shares in respect of which the Award vests shall be transferred to the Participant as soon as is reasonably practicable (which may include transferring the Shares on more than one consecutive day on such basis as the Board may determine).

5.8

The Board may, acting reasonably, determine that vesting shall be delayed until such date as the Board determines that arrangements are in place for dealing in Shares that would allow the Board to take any of the actions referred to in Rule 10 (Tax liability) to satisfy any Tax Liability (as defined therein) arising in connection with vesting of the Award.

5.9	For the avoidance of doubt, Shares shall not cease to be subject to the restrictions set out in Rule 5.12 (Retention Period) on vesting.

Retention Period

5.10	A Retention Period of two years shall apply to an Award:

5.10.1

that is granted to a Material Risk Taker; or

5.10.2

otherwise if the Board so determines prior to the Grant Date.

5.11	Any Retention Period may be reduced at the discretion of the Board provided that a minimum 6-month Retention Period shall always be applied.

5.12

If an Award is subject to a Retention Period as specified pursuant to Rule 5.10 (Retention Period) above, subject to Rule 5.13, a Participant shall not transfer, assign, pledge, charge or otherwise dispose of, or grant any form of security or other interest over, any of the Shares in respect of which an Award vests during a Retention Period.

5.13	Rule 5.12 shall not restrict a sale or transfer of Shares pursuant to Rule 10 (Tax Liability).

Disciplinary proceedings

5.14

Unless the Board determines otherwise, an Award shall not vest while a Participant is subject to a regulatory investigation process and/or formal disciplinary process (or similar), or where a Participant has been served with notice that such a process may be instigated without such notice having been rescinded, and vesting shall (subject to the Award lapsing to any extent prior to or as a result of the conclusion of such process pursuant to Rule 6 (Cessation of office or employment) or 12 (Malus and Claw-back)) be delayed until the conclusion of such process.

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Lapse of Awards to give effect to claw-back of other awards

5.15

By participating in the Plan, the Participant acknowledges that the Board may lapse any Award to such extent as it determines to be necessary (including, but not limited to, in full) in order to give effect to a claw-back under the terms of any Employees’ Share Scheme or bonus scheme operated from time to time by any Group Company.

International transfers

5.16

Where a Participant, whilst continuing to hold an office or employment with a Group Company, is to be transferred to work in another country, and as a result the Board considers that following such transfer either he or a Group Company is likely to suffer a tax disadvantage in respect of an Award or, due to securities or exchange control laws, the Participant is likely to be restricted in his ability to receive Shares pursuant to an Award and/or to hold or deal in Shares, the Board may make such adjustments as may be required to reflect this (including, for the avoidance of doubt, such an Award being treated as being over instruments other than Shares).

6.	CESSATION OF OFFICE OR EMPLOYMENT

Cessation where Awards lapse

6.1	Save where Rule 6.2 applies, an Award shall lapse:

6.1.1

in full on the Participant ceasing to hold office or employment with any Group Company prior to the first anniversary of the Grant Date (or on such earlier date as may be determined by the Board if the Participant gives or receives notice of such cessation prior to the first anniversary of the Grant Date);

6.1.2

as to 67% of the Shares subject to the Award on the Participant ceasing to hold office or employment with any Group Company on or after the first anniversary of the Grant Date but before the second anniversary of the Grant Date (or on such earlier date as may be determined by the Board if the Participant gives or receives notice of such cessation on or after the first anniversary of the Grant Date but before the second anniversary of the Grant Date);

6.1.3

as to 33% of the Shares subject to the Award on the Participant ceasing to hold office or employment with any Group Company on or after the second anniversary of the Grant Date but before the third anniversary of the Grant Date (or on such earlier date as may be determined by the Board if the Participant gives or receives notice of such cessation on or after the second anniversary of the Grant Date but before the Normal Vesting Date),

and any remaining portion of the Award shall continue to be capable of vesting in accordance with the remainder of these Rules, provided that the Board may impose additional conditions on any portion of the Award which continues to be capable of vesting under this Rule 6.1.

Reasons for cessation where Awards remain capable of vesting

6.2	An Award shall not lapse (or, in the case of Rule 6.2.8, shall be deemed not to have lapsed) pursuant to Rule 6.1 where the reason for the cessation or notice is:

6.2.1

death;

6.2.2

injury, or disability (as evidenced to the satisfaction of the Board);

6.2.3

the transfer of the Participant’s employment in connection with the disposal of a business or undertaking, or a part- business or part- undertaking;

6.2.4

redundancy;

6.2.5

mutual agreement with the Participant’s employer;

6.2.6

the company with which the Participant holds office or employment ceasing to be a Group Company; or

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6.2.7

the Participant becoming a Career Retiree in accordance with Rule 6.6;

6.2.8

any other reason, if the Board so determines (such determination to be made no later than three months following the date of cessation).

Where the Board exercises its discretion under Rule 6.2.8 the Board may impose additional conditions on the Award.

6.3	Notwithstanding Rules 6.1 and 6.2, any Award which remains outstanding shall immediately lapse in full if, at any time before the Normal Vesting Date, the Participant becomes a Bad Leaver.

Timing of vesting in the event of cessation prior to the Normal Vesting Date

6.4

Where prior to the Normal Vesting Date a Participant ceases to hold office or employment with any Group Company for any of the reasons specified in Rule 6.2 an Award shall not vest at the date of such cessation, but shall continue to be capable of vesting in accordance with the remainder of these Rules.

Extent of vesting in the event of cessation or notice prior to the Normal Vesting Date

6.5	Where prior to the Normal Vesting Date a Participant:

6.5.1

ceases to hold office or employment with any Group Company; or

6.5.2

gives or receives notice of such cessation,

for any of the reasons specified in Rule 6.2, the extent to which an Award may vest (under any Rule) shall (unless the Board determines otherwise) be subject to such reduction as the Board determines appropriate having regard to:

6.5.3

the number of days which have elapsed from the Grant Date to: (i) the date of cessation; or (ii) if earlier (unless the Board determines otherwise) the date of notice, as compared to the number of days in the period from the Grant Date to the Normal Vesting Date; and

6.5.4

such other factors as it considers appropriate,

and any remainder of the Award shall lapse.

Career Retirees

6.6	The following Rules shall apply in respect of Career Retirees:

6.6.1

whether a Participant becomes a Career Retiree shall be determined by the Board acting reasonably. In making its determination, the Board will consider:

(A)

the circumstances and timing of the resignation and seniority of the Participant; and

(B)

any representations made by the Participant;

6.6.2

in order for outstanding Awards held by a Career Retiree to continue to remain outstanding and capable of vesting, the Participant must:

(A)

cease to be employed by or provide remunerated services to any entity which is not a Group Company (unless such entity has otherwise been approved by the Board); and

(B)

provide written confirmation that the Participant is not and has not at any point since their cessation of office or employment been employed or engaged to provide remunerated services by any entity which is not a Group Company, such confirmation to be provided on such date and in such form as the Board may determine, provided that such date is prior to the Normal Vesting Date.

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Meaning of cessation of office or employment

6.7

No provision of this Rule 6 shall apply in respect of any cessation of office or employment if immediately following the cessation the Participant holds an office or employment with any Group Company, or in respect of any notice of cessation if arrangements are in place that mean immediately following the notice becoming effective the Participant will hold an office or employment with any Group Company.

7.	CORPORATE ACTIONS

7.1	For the avoidance of doubt, Awards shall not vest, but shall instead continue to remain outstanding (subject to Rule 7.3):

7.1.1

in the event of an IPO;

7.1.2

where:

(A)

a person obtains Control of the Company as a result of making a general offer to acquire Shares;

(B)

a person, having or having obtained Control of the Company, makes a general offer to acquire Shares;

7.1.3

upon a person becoming entitled to acquire Shares under Section 103 of the Companies Act;

7.1.4

upon a Court sanctioning a compromise or arrangement which, on becoming effective, would result in:

(A)

any person obtaining Control of the Company;

(B)

any person, having or having obtained Control of the Company, acquiring the remaining Shares not then held by such person;

(C)

the undertaking, property and liabilities of the Company being transferred to another existing or new company; or

(D)

the undertaking, property and liabilities of the Company being divided among and transferred to two or more companies, whether existing or new;

7.1.5

in the event of a notice being given of a resolution for the voluntary winding-up of the Company;

7.1.6

where a change of Control of the Company is proposed pursuant to any arrangement otherwise than as provided for under Rules 7.1.1 to 7.1.5; or

7.1.7

following the announcement of a merger or amalgamation of the Company, a demerger of a substantial part of the Group’s business, a special dividend or a similar event affecting the value of Shares to a material extent.

Roll-over of Award on a Reorganisation or takeover¹

7.2	If, as a result of any Corporate Action, a company will obtain Control of the Company or will obtain substantially all of the assets of the Company (the “Acquiring Company”), and either:

7.2.1

the Acquiring Company will immediately following the Corporate Action have (either directly or indirectly) substantially the same shareholders and approximate shareholdings as those of the Company prior to the Corporate Action (a “Reorganisation”); or

7.2.2

the Board and the Acquiring Company otherwise determine that this Rule 7.2 shall apply,

Awards granted by Marex Group plc over Marex Group plc shares were surrendered in exchange for the grant of Awards by the Company with effect from 1 July 2026 in accordance with this provision. For the avoidance of doubt, the Rules of the Plan (as amended from time to time) shall continue to apply to such replacement Awards).

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then, in such case, the existing Award (the “Old Award”) shall lapse on the occurrence of the relevant Corporate Action, and the New Parent Company shall grant a replacement right (the “New Award”) over such shares or other securities as may be determined by the New Parent Company which are of equivalent value to the number of Shares in respect of which the Old Award was outstanding. The New Award shall be granted on the terms of the Plan, but as if the New Award had been granted at the same time as the Old Award and shall continue to be subject to the Performance Condition and Retention Period.

For the purposes of this Rule 7.2:

7.2.3

“New Parent Company” means the Acquiring Company, or, if different the company that is the ultimate holding company of the Acquiring Company within the meaning of section 86(2) of the Companies Act; and

7.2.4

the terms of the Plan shall following the date of the relevant Corporate Action be construed as if:

(A)

the reference to “Marex Group Limited” in the definition of “Company” in Rule 1 (Interpretation and construction) were a reference to the company which is the New Parent Company; and

(B)

references to “Shares” means the shares or securities in respect of which the New Award has been granted.

Adjustments

7.3

Notwithstanding Rule 7.2, the Board may adjust any Award as it considers appropriate to reflect the occurrence of any of the events referred to in this Rule 7 (including, for the avoidance of doubt, determining that an Award shall be treated as being granted over instruments other than Shares), provided that, the Board considers, acting reasonably, that such adjustment shall not result in a material reduction in the value of the Award.

Compulsory winding-up

7.4	An Award shall lapse on the passing of an effective resolution, or the making of a Court order, for the compulsory winding-up of the Company.

Concert parties

7.5	For the purposes of this Rule 7, a person shall be deemed to have Control of the Company where he and any others acting in concert with him together have Control of the Company.

8.	DIVIDEND EQUIVALENT

8.1	If the Board so determines at any time prior to the Normal Vesting Date, at the same time that an Award vests, the Company may:

8.1.1

make a cash payment to the Participant in respect of each Relevant Dividend of an amount equal to the gross value of such dividend multiplied by the number of Shares in respect of which the Award vests; or

8.1.2

transfer such number of additional Shares (which may include aggregated fractions of Shares) as could have been acquired with each such dividend amount, at market value (as determined by the Board) on either (i) the ex-dividend date for each Relevant Dividend; or (ii) the day immediately prior to the date on which the Award vests, as determined by the Board,

where a “Relevant Dividend” is any dividend declared on a Share which has an ex-dividend date which falls during the period from the Grant Date to the date the Award vests.

8.2	A cash payment under Rule 8.1 may be made in a currency other than US dollars, in which case the amount of such payment shall be converted into such other currency on such basis as the Board may reasonably determine.

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9.	CASH ALTERNATIVE

9.1

This Rule 9 shall not apply in respect of any Award granted to a Participant resident in any jurisdiction where the grant of an Award which provides for a cash alternative would be unlawful, fall outside any applicable exemption under securities, exchange control or similar regulations, or would cause adverse tax or social security (or similar) contribution consequences for the Company or the Participant (as determined by the Board) or where the Board determines prior to the Grant Date that this Rule 9 shall not apply.

9.2

The Board may determine prior to the Grant Date that an Award shall only be satisfied in cash, in which case the Award shall not be a right to acquire Shares, and the vesting of the Award shall be satisfied in full by the payment of a cash equivalent amount, in substitution for the transfer of Shares.

9.3

Where the Board has made no determination pursuant to Rule 9.1 or 9.2 in respect of any Award, the Board may determine at any time prior to the transfer of Shares pursuant to such Award that the vesting of the Award (or a part thereof) shall be satisfied by the payment of a cash equivalent amount, in substitution for the transfer of Shares.

9.4

A “cash equivalent amount” shall be calculated as the number of Shares which would otherwise be transferred in respect of the relevant vesting but which are being substituted for the cash equivalent amount, multiplied by the market value of a Share (as determined by the Board) on the date on which Shares are, or would but for the operation of this Rule 9 have been, transferred to the Participant.

9.5	A cash equivalent amount shall be paid as soon as reasonably practicable following the relevant vesting.

9.6	A cash equivalent amount may be paid in a currency other than US dollars, in which case the cash equivalent amount shall be converted into such other currency on such basis as the Board may reasonably determine.

9.7	Payment of the cash equivalent amount shall be delayed until the expiry of the Retention Period.

10.	TAX LIABILITY

10.1	When any Tax Liability arises in respect of or otherwise in connection with an Award, the Participant authorises any Group Company:

10.1.1

to retain and sell legal title to such number of the Shares which would otherwise have been transferred to the Participant on vesting of the Award, (notwithstanding that beneficial title shall pass) as may be sold for aggregate proceeds equal to the Group Company’s estimate of the amount of the Tax Liability;

10.1.2

to deduct an amount equal to the Group Company’s estimate of the Tax Liability from any cash payment made under the Plan; and/or

10.1.3

where the amount realised under Rule 10.1.1 or deducted under Rule 10.1.2 is insufficient to cover the full amount of the Tax Liability, to deduct any further amount as is necessary through payroll or otherwise from any other payment due to the Participant,

and in each case to apply such amount in paying the amount of the Tax Liability to the relevant revenue authority or in reimbursing the relevant Group Company for any such payment, provided that, where the amount realised under Rule 10.1.1 or deducted under Rule 10.1.2 is greater than the actual Tax Liability, the Group Company shall pay the excess to the Participant as soon as reasonably practicable.

The relevant Group Company shall be entitled to make the estimates referred to in this Rule 10.1 on the basis of the highest rates of tax and/or social security applicable at the relevant time in the jurisdiction in which the Group Company is liable to account for the Tax Liability, notwithstanding that the Tax Liability may not arise at such rates.

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10.2	“Tax Liability” shall mean any amount of tax and/or social security (or similar) contributions which any Group Company becomes liable to pay on behalf of the Participant to the revenue authorities in any jurisdiction.

10.3

The Board may require, as a term of vesting, that the Participant enter into with the Company (or any Group Company) a joint election pursuant to Section 431 of the Income Tax (Earnings and Pensions) Act 2003, or the equivalent in any jurisdiction, in respect of the Shares to be acquired pursuant to the Award.

11.	CUSTODY ARRANGEMENTS

11.1

Legal title to any Shares which are due to be transferred to the Participant pursuant to the Plan may (notwithstanding any other Rule) be transferred to a person (the “Custodian”) appointed by the Company from time to time to hold legal title to such Shares on behalf of the Participant. The Company may, alternatively, arrange for the share certificate relating to Shares transferred to the Participant pursuant to the Plan to be deposited with the Custodian.

11.2

The Custodian shall receive and hold Shares (or the share certificate in respect of Shares) on behalf of the Participant in accordance with such terms and conditions as are agreed by the Company from time to time, and by participating in the Plan the Participant irrevocably agrees to those terms and conditions (which shall be available to the Participant on request to the Company).

11.3	The terms in Rule 11.2 may include that the Custodian:

11.3.1

shall, notwithstanding any instructions from the Participant, refuse to effect any transfer or disposal of Shares where to do so would be contrary to the Retention Period or any Shareholding Requirements or Dealing Restriction; and

11.3.2

may (without the need to seek any instructions from the Participant) give effect to Rule 12 (Malus and Claw-back) by transferring the legal and beneficial title to the Shares as the Company may direct.

11.4	The transfer of any Shares to the Custodian shall satisfy any obligation of the Company under the Plan to transfer Shares to the Participant (and references in the Plan to Shares (or legal title thereof) having been transferred to the Participant shall be read accordingly).

12.	MALUS AND CLAW-BACK²

Malus and Claw-back events

12.1	The Board may at any time prior to the fifth anniversary of the Grant Date determine that a Malus Adjustment shall apply in respect of the Award if the Board determines that:

12.1.1

the financial accounts of any Group Company or relevant business unit used in assessing the number of Shares over which the Award was granted were misstated (excluding, for the avoidance of doubt, any change to financial accounts resulting from a change in accounting standards or similar), or that any other results or information relied on in making such assessment proves to have been erroneous, inaccurate or misleading; or

12.1.2

an erroneous calculation was made in assessing the number of Shares over which the Award was granted,

²	For the avoidance of doubt, for the purposes of Rule 12, Awards granted by Marex Group plc over Marex Group plc shares which vested prior to the adoption and assumption of this Plan by the Company remain subject to the requirements of this Rule 12 (Malus and Clawback).

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and, in either case, the Award was granted in respect of a greater number of Shares than would have been the case had there not been such a misstatement or reliance on erroneous, inaccurate or misleading information or had such error not been made.

12.2	The Board may at any time prior to the fifth anniversary of the Grant Date determine that a Claw-back shall apply in respect of the Award if the Board determines that:

12.2.1

the financial accounts of any Group Company or relevant business unit for any of the Financial Years taken into account in assessing the extent to which the Performance Condition was met were misstated (excluding, for the avoidance of doubt, any change to financial accounts resulting from a change in accounting standards or similar), or that any other results or information relied on in making such assessment proves to have been erroneous, inaccurate or misleading; or

12.2.2

an erroneous calculation was made in assessing the extent to which the Performance Condition was met,

and, in either case, the Award vested in respect of a greater number of Shares than would have been the case had there not been such a misstatement or reliance on erroneous, inaccurate or misleading information or had such error not been made.

12.3	The Board may at any time prior to the fifth anniversary of the Grant Date:

12.3.1

determine that a Malus Adjustment shall apply; or

12.3.2

determine that a Claw-back shall apply,

in respect of an Award where:

12.3.3

the Participant is found to have committed at any time prior to the vesting of the Award, including prior to grant, an act or omission which constitutes misbehaviour or material error, or which justifies, or in the opinion of the Board would have justified, summary dismissal or service of notice of termination of office or employment on the grounds of misconduct (including, but not limited to recklessness, gross negligence or fraud);

12.3.4

an act, omission or event occurs at any time prior to the vesting of the Award, including prior to grant, which in the opinion of the Board constitutes a failure of risk management for which the Participant was directly or indirectly responsible or which occurred in any part of the Group’s business in which the Participant performs a role or for which the Participant has direct or indirect responsibility;

12.3.5

the Participant is found to have contributed, at any time prior to the vesting of the Award, including prior to grant to circumstances which give rise to a sufficiently negative impact on the reputation of the Company or of any Group Company (or would have if such circumstances had been made public);

12.3.6

at any time prior to the vesting of the Award the Group enters an involuntary administration or insolvency process or the Board determines that there has been a ‘corporate failure’ in respect of the Group (which for these purposes shall include a significant reduction in or cessation of the Group’s ability to continue normal operations);

12.3.7

the Board determines that the Company or any Group Company has suffered a material downturn in its financial performance;

12.3.8

the Participant is found to have contributed, at any time prior to the vesting of the Award, including prior to grant, to circumstances which give rise to significant losses for the Company or any Group Company; or

12.3.9

the Board determines that at any time prior to the vesting of the Award the Participant has breached any codes of conduct or policies operated by any Group Company and/or has failed to meet the standards of fitness and conduct imposed by law or any regulatory body.

12.4	The period during which a Malus Adjustment or Claw-back may apply under this Rule 12 shall automatically be extended to the extent required to take account of any current or future

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regulatory requirement (including a requirement of the UK Financial Conduct Authority, the UK Prudential Regulation Authority or otherwise).

Applying Claw-back

12.5	A Malus Adjustment or Claw-back shall be applied in accordance with the provisions of Appendix 1 (Operation of Malus and Claw-back).

13.	VARIATION OF CAPITAL

13.1

In the event of any variation of the share capital of the Company, or in the event of, the demerger of a substantial part of the Group’s business, a special dividend or similar event affecting the value of Shares to a material extent (which shall not include the payment of any ordinary dividend) the Board may make such adjustments to Awards as it may determine to be appropriate.

13.2	For the avoidance of doubt Rule 13.1 shall not apply in respect of any Awards pursuant to which legal title to Shares has been transferred prior to the date of the relevant event (such that the recipient of such legal title shall participate in such event as a holder of Shares).

14.	ADMINISTRATION

14.1

Any notice or other communication under or in connection with this Plan may be given by the Company or its agents to a Participant personally, by email or by post, or by a Participant to the Company or any Group Company either personally or by post to the Secretary of the Company. Items sent by post shall be pre-paid and shall be deemed to have been received 48 hours after posting. Items sent by email shall be deemed to have been received immediately.

14.2	A Participant shall not be entitled to:

14.2.1

receive copies of accounts or notices sent to holders of Shares;

14.2.2

exercise voting rights; or

14.2.3

receive dividends,

in respect of Shares subject to an Award legal title to which has not been transferred to the Participant.

14.3	Any discretion (including the power to make any determination) of the Board under or in connection with the Plan may be exercised by the Board in its absolute discretion.

14.4	Any exercise of discretion (including the making of any determination) by the Board under or in connection with the Plan shall be final and binding.

14.5	Any disputes regarding the interpretation of the Rules or the terms of any Award shall be determined by the Board (upon such advice as the Board determines to be necessary) and any decision in relation thereto shall be final and binding.

14.6

For the avoidance of doubt, should the Board be required to determine the market value of a Share pursuant to any rule of this Plan at a time when Shares are admitted to listing by the UK Listing Authority and traded on the London Stock Exchange, market value shall be the mid-closing price of a Share on the immediately preceding dealing day.

15.	AMENDMENTS

15.1	Subject to Rule 15.2, the Board may at any time add to or alter the Plan or any Award made thereunder, in any respect.

15.2	No alteration or addition shall be made under Rule 15.1 which would abrogate or adversely affect the subsisting rights of a Participant unless it is made:

15.2.1

with the consent in writing of the Participant; or

The Marex Group Limited LTIP

15.2.2

with the consent in writing of such number of Participants as hold Awards under the Plan in relation to 75 per cent. of the Shares subject to all Awards under the Plan; or

15.2.3

by a resolution at a meeting of Participants passed by not less than 75 per cent. of the Participants who attend and vote either in person or by proxy,

and for the purpose of Rules 15.2.1 and 15.2.2 the Participants shall be treated as the holders of a separate class of share capital and the provisions of the Bye-laws of the Company relating to class meetings shall apply mutatis mutandis save that no consent of a Participant shall be required where any amendment is required to be made by the Company to take account of any current or future legal or regulatory requirement (including a requirement of Bermuda law, Nasdaq, the UK Financial Conduct Authority, the UK Prudential Regulation Authority or otherwise).

16.	DATA PROTECTION

16.1

From time to time the personal data of the Participant will be collected, used, stored, transferred and otherwise processed for the purposes described in Rule 16.2 and 16.3. The legal grounds for this processing will (depending on the nature and purpose of any specific instance of processing) be one of: (i) such processing being necessary for the purposes of the legitimate interests of the Company and each other Group Company in incentivising their officers and employees and operating the Plan; (ii) such processing being necessary for the purposes of any relevant data controller in respect of such personal data complying with its legal obligations; and (iii) such processing being necessary for the performance of the contractual obligations arising under the Plan. The collection and processing of such personal data for such purposes is a contractual requirement of participation in the Plan.

16.2

The purposes for which personal data shall be processed as referred to in this Rule 16 shall be in order to allow the Company and any other relevant Group Companies to incentivise their officers and employees and to operate the Plan and to fulfil its or their obligations to the Participant under the Plan, and for other purposes relating to or which may become related to the Participant’s office or employment, the operation of the Plan or the business of the Group or to comply with legal obligations. Such processing will principally be for, but will not be limited to, personnel, administrative, financial, regulatory or payroll purposes as well as for the purposes of introducing and administering the Plan.

16.3	The personal data to be processed as referred to in this Rule 16 may be disclosed or transferred to, and/or processed by:

16.3.1

any professional advisors of any Group Company, HM Revenue & Customs or any other revenue, regulatory or governmental authorities;

16.3.2

a trustee of a Trust; any registrars, brokers, other third party administrators (or similar) appointed in connection with any employee share or incentive plans operated by any Group Company; any person appointed (whether by the Participant or any Group Company) to act as nominee on behalf of (or provide a similar service to) the Participant;

16.3.3

subject to appropriate confidentiality undertakings, any prospective purchasers of, and/or any person who obtains Control of or acquires, the Company or the whole or part of the business of the Group; or

16.3.4

any Group Company and officers, employees or agents of such Group Company.

16.4

Further information in relation to the processing of personal data referred to in this Rule 16, including the details and identity of the data controller and of the Participant’s rights to request access to or rectification or erasure or restriction of processing of such personal data and/or to object to such processing (in each case subject to the conditions attached to such rights), as well as details of the right to data portability, are available in the Staff Handbook (or otherwise on the Company’s intranet).

16.5	To the extent that the processing of personal data of a Participant referred to in this Rule 16 is subject to the laws or regulations of any jurisdiction that is not the United Kingdom or an

The Marex Group Limited LTIP

EU member state and under which the legal grounds for processing described in Rule 16.1 do not provide a sufficient legal basis under such other laws or regulations for the processing referred to in Rule 16.1 to 16.3, by participating in the Plan such Participant consents to such processing for the purposes of such other laws or regulations (but shall not be deemed to consent to such processing for the purposes of EU Regulation 2016/679 (“EU GDPR”) or the UK Data Protection Act 2018 (“UK GDPR”)).

16.6	In this Rule 16, “personal data” and “data controller” each have the meaning given in EU GDPR or UK GDPR as appropriate and the “Staff Handbook” means the handbook or handbooks available from time to time to Participants in connection with their holding of office or employment with a Group Company.

17.	GENERAL

17.1	The Plan shall terminate on the 10th anniversary of the date of adoption by the Board, or at any earlier time by resolution of the Board or an ordinary resolution of the shareholders in general meeting. Such termination shall be without prejudice to the subsisting rights of Participants.

17.2	Save as otherwise provided under the Plan:

17.2.1

Shares issued and allotted pursuant to the Plan will rank pari passu in all respects with the Shares then in issue at the date of such allotment, except that they will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment; and

17.2.2

Shares to be transferred pursuant to the Plan will be transferred free of all liens, charges and encumbrances and together with all rights attaching thereto, except they will not rank for any rights attaching to Shares by reference to a record date preceding the date of transfer.

17.3	If and so long as the Shares are admitted to listing and/or for trading on any stock exchange or market, the Company shall apply for any Shares issued and allotted pursuant to the Plan to be so admitted as soon as practicable.

17.4	Any transfer of Shares under the Plan is subject to such consent, if any, of any authorities in any jurisdiction as may be required, and the Participant shall be responsible for complying with the requirements to obtain or obviate the necessity for such consents.

17.5

Notwithstanding any provisions of these Rules, if required by the Company, the transfer of Shares on vesting shall be conditional on the Participant entering into (and may be delayed until the Participant has entered into) such documentation as is reasonably required to facilitate the holding of legal title to Shares on behalf of the Participant by any nominee (including a Custodian), which may include any documentation in respect of “know-your-client” processes or Automatic Exchange of Information (AEOI) reporting (or similar).

17.6

The terms of any individual’s office or employment with any past or present Group Company, and the rights and obligations of the individual thereunder, shall not be affected by his participation in the Plan and the Plan shall not form part of any contract of employment between the individual and any such company.

17.7	An Eligible Employee shall have no right to receive an Award under the Plan.

17.8

By participating in the Plan, the Participant waives all and any rights to compensation or damages in consequence of the termination of his office or employment with any past or present Group Company for any reason whatsoever, whether lawfully or otherwise, insofar as those rights arise or may arise from his ceasing to have rights under the Plan as a result of such termination, or from the loss or diminution in value of such rights or entitlements, including by reason of the operation of the terms of the Plan, any determination by the Board pursuant to a discretion contained in the Plan or the provisions of any statute or law relating to taxation.

17.9	Benefits under the Plan shall not form part of a Participant’s remuneration for any purpose and shall not be pensionable.

The Marex Group Limited LTIP

17.10

The invalidity or non-enforceability of any provision or Rule of the Plan shall not affect the validity or enforceability of the remaining provisions and Rules of the Plan which shall continue in full force and effect.

17.11

These Rules shall be governed by and construed in accordance with English Law.

17.12

The English courts shall have exclusive jurisdiction to determine any dispute which may arise out of, or in connection with, the Plan.

The Marex Group Limited LTIP

APPENDIX 1: OPERATION OF MALUS AND CLAW-BACK

Malus Adjustment prior to the settlement of an Award

Where the Board determines that a Malus Adjustment shall apply in respect of an Award the Malus Adjustment shall be applied by the Board reducing the number of Shares in respect of which the Award may vest (or after vesting by reducing the number of Shares which may be transferred (or in respect of which a cash payment may be made under Rule 9 (Cash Alternative) pursuant to the Award) by up to the number of Shares determined by the Board to be the excess number of Shares in respect of which the Award was granted and/or is outstanding (and the Award shall lapse to the extent so reduced, which may be in full).

Claw-back following the settlement of an Award

2.	Where the Board determines that a Claw-back shall apply in respect of an Award following Shares having been transferred thereto, or a cash payment having been made under Rule 9 (Cash Alternative) in lieu thereof, the Board shall determine:

the excess number of Shares in respect of which the Award vested (the “Excess Shares”); and

the aggregate market value of such Excess Shares (as determined by the Board) on the date on which the Award vested (the “Equivalent Value”).

3.	Any cash payment made or additional Shares transferred pursuant to Rule 8 (Dividend Equivalent) in respect of such Award shall be subject to the Claw-back to the extent that the Board determines that such cash payment or Shares relate to the Excess Shares.

4.	A Claw-back may be effected in such manner as may be determined by the Board, and notified to the Participant, including by any one or more of the following:

by reducing the number of Shares and/or amount of cash in respect of which an Outstanding Award vests or may vest (or has vested, but in respect of which no Shares have yet been transferred or cash payment made), whether before or after the assessment of performance conditions in respect of such Outstanding Award, by the number of Excess Shares and/or the Equivalent Value (and such Outstanding Award shall lapse to the extent so reduced);

by setting-off against (and deducting from) any amounts payable by any Group Company to the Participant (including to the extent permitted by law salary or any bonus payments) an amount up to the Equivalent Value; and/or

by requiring the Participant to immediately transfer to the Company a number of Shares equal to the Excess Shares or a cash amount equal to the Equivalent Value (which shall be an immediately payable debt due to the Company), provided that the Board shall in such case reduce the number of Excess Shares or the amount of the Equivalent Value subject to the Claw-back in order to take account of any Tax Liability (as defined in Rule 10 (Tax Liability)) which arose on the transfer of the Shares and/or payment of the cash amount which is the subject of the Claw-back.

5.	For the avoidance of doubt, nothing in Rule 12 (Malus and Claw-back) or this Appendix shall in any way restrict a Participant from being able to transfer or otherwise deal in Shares acquired on vesting of an Award.

6.	In paragraph 4 above:

“Outstanding Award” means any other Award under the Plan, any award or option under any other Employees’ Share Scheme operated from time to time by any Group Company (other than any award or options granted under any arrangement which satisfies the provisions of Schedules 2 or 3, or (unless the terms of such arrangement state that shares acquired thereunder are subject to claw-back) 4 or 5 of the Income Tax (Earnings and Pensions) Act 2003), or any bonus award under any bonus scheme operated from time to time by any Group Company, in each case which is either held by the Participant at the time of a determination that a Claw-back shall be applied or which are granted to the Participant following such a determination; and

“vests” shall include shares or cash subject to an award becoming due to be transferred or paid, and in the case of an option, the option becoming exercisable.

The Marex Group Limited LTIP

APPENDIX 2: US PARTICIPANTS

1.	To the extent that any provision of this Appendix 2 is inconsistent with any Rule of the Plan, such provision of this Appendix 2 shall take precedence.

2.	For purposes of this Appendix 2, “Normal Vesting Date” shall have the same meaning as set forth in the main Rules of the Plan, except that the Normal Vesting Date must occur, if at all, in the calendar year that includes the third anniversary of the Grant Date.

Shares to be transferred, or any cash alternative to be paid, to a US Participant pursuant to Rule 5.7 (Effect of vesting) shall be transferred or paid no later than 31 December in the same calendar year that includes the Normal Vesting Date. For avoidance of doubt, the Board’s determination of whether a Performance Condition has been satisfied in whole or in part must be completed on or before 31 December of the calendar year that includes the Normal Vesting Date.

4.	The Board may determine that an Award made to a US Participant shall only be satisfied by the issue of Shares and not by the transfer of existing Shares, provided that, unless the Board determines otherwise, the nominal value per Share for each Share to be acquired on vesting of an Award is paid.

Rule 5.14 (Disciplinary proceedings) shall not apply to a US Participant. For the avoidance of doubt, Appendix 1 (Operation of Malus and Claw-back) shall apply to any Award which vests to a US Participant at any time at which an investigation is ongoing under the disciplinary procedures applicable to the US Participant should such procedures not be resolved in favour of the Participant.

6.	Where the Board exercises its discretion provided for in Rule 5.8 (Effect of vesting) or Rule 6.2 (Reasons for cessation where Awards remain capable of vesting), in no event will the exercise of such discretion cause the application of an accelerated or additional tax charge under Code §409A.

7.	Any variation to the number of Shares subject to an Award pursuant to Rule 13 (Variation of capital) shall only be permitted to the extent that such variation complies with the requirements of Code §409A.

8.	No alteration or addition shall be made under Rule 15 (Amendments) to an Award held by a US Participant if such alteration or addition could cause the application of an accelerated or additional tax charge under Code §409A.

9.	Each transfer of Shares, or payment of a cash alternative, pursuant to an Award shall constitute a separate payment within the meaning of Treasury Regulation Section 1.409A-2(b)(2).

10.	The foregoing provisions of this Appendix 2 are intended to comply with the requirements of Code §409A and shall be construed and interpreted in accordance therewith in order to avoid the imposition of additional tax thereunder.

11.

In the event that the terms of the Plan would subject any Participant to taxes or penalties under Code §409A (“409A Penalties”), the Board, the Company and such Participant shall cooperate diligently to construe, apply and/or amend the terms of the Plan and the terms of the Participant’s Award to avoid such 409A Penalties, to the extent possible, provided that in no event shall any Group Company be responsible for any 409A Penalties that arise in connection with any amounts payable in respect of any Award granted under this Plan.

Exhibit 99.5

Marex redomiciliation to Bermuda: Scheme becomes effective

BERMUDA / LONDON, DATE – Marex Group Limited (NASDAQ: MRX), the diversified global financial services platform, today announced the completion of its redomiciliation to Bermuda from England and Wales, which took effect from 08:41am London time on July 1, 2026.

This follows shareholders voting in favour of the redomiciliation at the shareholder meetings held on May 21, 2026, receipt of global regulatory approvals and, lastly, the sanction of the scheme of arrangement implementing the redomicile by the English High Court on June 26, 2026.

Ian Lowitt, Marex Chief Executive Officer, commented: “We’re very pleased to have completed the redomiciliation to Bermuda. Our corporate structure and regulatory framework had become complex due to our significant growth in recent years, including through acquisitions. This move is expected to rationalise our corporate structure and regulatory framework, deliver cost savings and efficiencies and brings us under the US style corporate law of Bermuda, which aligns with our listing on Nasdaq.”

Ends

Forward-looking statements:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding the expected benefits from the redomiciliation. 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,” “would,” “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, the risks discussed under the caption “Risk Factors” in our Annual Report on Form 20-F for the year-ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) and our other reports filed with the SEC. The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. 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 press release, 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.

About Marex:

Marex Group plc (NASDAQ:MRX) provides market access, infrastructure services and essential liquidity to clients across global commodity and financial markets. The Group provides comprehensive breadth and depth of coverage across four services: Clearing, Agency and Execution, Market Making and Hedging and Investment Solutions. It has a leading franchise in many major metals, energy and agricultural products, with access to more than 60 exchanges. Marex has over 3,400 active clients, including some of the largest commodity producers, consumers and traders, banks, hedge funds and asset managers. With more than 50 offices worldwide, the Group has over 3000 employees across Europe, Asia and the Americas. For more information visit www.marex.com.

Enquiries please contact:

Marex: Nicola Ratchford / Adam Strachan

+44 778 654 8889 / +1 914 200 2508

nratchford@marex.com / astrachan@marex.com

FTI Consulting US / UK

+1 716 525 7239 / +44 7976870961

marex@fticonsulting.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Marex Group Limited (MRX) announce regarding its corporate structure?

Marex Group Limited completed a redomiciliation via a UK court-approved scheme of arrangement. The former parent, Marex Group plc, became a wholly owned subsidiary, and shareholders received New Marex ordinary shares, making Marex Group Limited the new Bermuda-based holding company of the group.

How were Marex (MRX) shareholders affected by the redomiciliation?

Shareholders received Marex Group Limited ordinary shares on a one-for-one basis. Each Marex Group plc ordinary share was swapped for a New Marex ordinary share, maintaining economic exposure while changing the top holding entity’s jurisdiction from the UK to Bermuda.

Did Marex Group Limited (MRX) keep its Nasdaq listing after the scheme of arrangement?

Yes, trading on Nasdaq continued under the ticker MRX. Marex Group plc shares were removed from listing at the close of June 30, 2026, and New Marex ordinary shares began trading on July 1, 2026, under MRX with a new CUSIP identifier.

What new governance document did Marex Group Limited (MRX) adopt?

Marex Group Limited adopted amended and restated Bermuda bye-laws. These bye-laws, effective July 1, 2026, set rules on share capital, meetings, directors’ powers, indemnification, corporate records, mergers, winding-up, and jurisdiction for disputes involving company law and fiduciary duties.

What equity compensation plans are now in place at Marex Group Limited (MRX)?

The company implemented a Global Omnibus Plan, Employee Share Purchase Plan and Long Term Incentive Plan. These plans, assumed or adopted in 2026, govern options, restricted shares, cash-settled awards and employee share purchasing across jurisdictions, subject to overall share limits and performance or vesting conditions.

Which courts have jurisdiction over Marex Group Limited (MRX) shareholder disputes?

Bermuda courts have exclusive jurisdiction over most company-law disputes, while SDNY covers U.S. securities claims. Bermuda courts handle derivative actions, fiduciary duty and bye-law claims; the U.S. District Court for the Southern District of New York handles Securities Act and Exchange Act causes of action.

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Marex Group Limited (MRX) shifts holding company to Bermuda and maintains Nasdaq listing

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What did Marex Group Limited (MRX) announce regarding its corporate structure?

How were Marex (MRX) shareholders affected by the redomiciliation?

Did Marex Group Limited (MRX) keep its Nasdaq listing after the scheme of arrangement?

What new governance document did Marex Group Limited (MRX) adopt?

What equity compensation plans are now in place at Marex Group Limited (MRX)?

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Marex Group Limited (MRX) shifts holding company to Bermuda and maintains Nasdaq listing

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FAQ

What did Marex Group Limited (MRX) announce regarding its corporate structure?

How were Marex (MRX) shareholders affected by the redomiciliation?

Did Marex Group Limited (MRX) keep its Nasdaq listing after the scheme of arrangement?

What new governance document did Marex Group Limited (MRX) adopt?

What equity compensation plans are now in place at Marex Group Limited (MRX)?

Which courts have jurisdiction over Marex Group Limited (MRX) shareholder disputes?

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