EXPLANATORY NOTE
Redomiciliation and Reorganization
On July 1, 2026,
Marex Group Limited, a Bermuda exempted company limited by shares (“New Marex”) and Marex Group plc (“Old Marex”) completed the previously announced plan (the “Redomiciliation”) to introduce a new holding company
to become the parent holding company of the Marex group. On July 6, 2026, New Marex, as successor issuer to Old Marex under Rule 414 of the Securities Act of 1933, as amended (the “Securities Act”), filed post-effective amendments
to Old Marex’s existing shelf registration statements on Form F-3 with the Securities and Exchange Commission (the “SEC”), succeeding and substituting Old Marex thereunder and for all purposes under the Securities Act and the
Securities Exchange Act of 1934, as amended. This succession followed the effectiveness on July 1, 2026 of a statutory scheme of arrangement under Part 26 of the UK Companies Act 2006 (the “Scheme”), Old Marex’s receipt of
required regulatory approvals and the completion of the agreement and plan of reorganization between New Marex and Old Marex (collectively, the “Reorganization”).
As previously reported, the Scheme was approved by the High Court of Justice of England and Wales on June 26, 2026, and by Old Marex’s
shareholders on May 21, 2026. Upon effectiveness of the Scheme, holders of ordinary shares in Old Marex received ordinary shares in New Marex on
a one-for-one basis, and Old Marex became a wholly-owned subsidiary of New Marex, thereby completing the Redomiciliation.
Old Marex subsequently changed its name from Marex Group plc to Marex UK Holdings Limited and converted from a public limited company into a private limited
company incorporated in England and Wales, effective on July 2, 2026.
Assumption of Obligations under Structured Notes Senior Indenture and
Outstanding Structured Notes
In connection with the Reorganization, on the date hereof, New Marex entered into a first supplemental indenture (the
“First Structured Notes Senior Supplemental Indenture”), dated as of July 6, 2026, by and among New Marex, as successor issuer, Marex UK Holdings Limited (formerly known as Marex Group plc), as predecessor issuer, and The Bank of
New York Mellon, as trustee (the “Senior Structured Notes Trustee”), pursuant to which New Marex assumed, as successor issuer, the obligations of Old Marex with respect to (i) the Senior Indenture, dated as of August 4, 2025
(the “Senior Structured Notes Indenture”), as amended from time to time, by and among Old Marex and the Senior Structured Notes Trustee, and (ii) all of the outstanding senior notes previously issued by Marex Group plc under the
Senior Structured Notes Indenture, as set forth on Schedule A to the First Structured Notes Senior Supplemental Indenture. Upon execution of the First Structured Notes Senior Supplemental Indenture, New Marex succeeded to, and was substituted for,
Old Marex, as issuer and obligor under the Structured Notes Senior Indenture and the Outstanding Structured Notes.
The First Structured Notes
Supplemental Indenture is filed herewith as Exhibit 4.1 and is incorporated by reference herein, and the foregoing summary is qualified in its entirety by reference to Exhibit 4.1.
Assumption of Obligations under Senior Indenture and Senior Notes
In connection with the Reorganization, on the date hereof, New Marex entered into a fifth supplemental indenture (the “Fifth Senior Supplemental
Indenture”), dated as of July 6, 2026, by and among New Marex, as successor issuer, Marex UK Holdings Limited (formerly known as Marex Group plc), as predecessor issuer, and Citibank, N.A., as trustee (the “Senior Notes
Trustee”), pursuant to which New Marex assumed, as successor issuer, the obligations of Old Marex with respect to (i) the Senior Indenture, dated as of October 15, 2024 (the “Base Indenture”), as amended from time to
time, by and among Old Marex and the Senior Notes Trustee, (ii) the Senior Note Indentures (as defined below) and (iii) all of the outstanding senior notes previously issued by Marex Group plc under the Base Indenture as follows
(collectively, the “Outstanding Senior Notes”):
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$600 million aggregate principal amount of 6.404% Senior Notes due 2029 (the “2029 Notes”),
issued pursuant to the Base Indenture, as supplemented by each of (a) the First Supplemental Indenture, dated as of November 4, 2024, by and between Old Marex and the Senior Notes Trustee (the “First Supplemental Indenture”)
and (b) the Fourth Supplemental Indenture, dated as of May 19, 2026, by and between Old Marex and the Senior Notes Trustee (the “Fourth Supplemental Indenture” and, the Base Indenture, as
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