CMC Markets PLC

AGM Information • Jun 27, 2017

Notice of Annual General Meeting To be held on 27 July 2017 at 10.00 a.m. at CMC Markets plc, 133 Houndsditch, London EC3A 7BX

This document is important and requires your immediate att enti on.

should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or otherwise transferred all of your shares, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was eff ected for transmission to the purchaser or transferee.

Table of contents

Letter from Chairman.
Notice of Annual General Meeting
Notes
Explanatory notes to the resolutions
Directors' biographies
Shareholders' frequently asked questions and useful information
Additional information.

Letter from Chairman

Dear Shareholder,

Noti ce of Annual General Meeti ng 2017

I am pleased to be writi ng to you with details of the 2017 Annual General Meeti ng ("AGM") which we are holding at our head offi ce at 133 Houndsditch, London EC3A 7BX on 27 July 2017 at 10.00 a.m. The formal noti ce of AGM is set out on pages 4 to 6 of this document.

Acti on to be taken

If you would like to vote on the resoluti ons but cannot att end the AGM, please complete the Form of Proxy sent to you with this noti ce and return it in accordance with the instructi ons printed on the Form of Proxy as soon as possible. It must be received by 10.00 a.m. on 25 July 2017. If you wish to lodge your proxy and voti ng instructi ons online or via CREST then please see the Form of Proxy for details on how to do this.

Business of the Meeti ng

An explanati on of the business to be considered at this year's AGM appears on pages 10 to 12 of this document. Also note the shareholders' FAQ and useful informati on on page 16.

Dividend

The Board is recommending for approval at the AGM a fi nal dividend payment of 5.95 pence per ordinary share for the year ended 31 March 2017. If approved, the dividend will be payable on 25 August 2017 to holders of ordinary shares in the Company named on the Register of Members as at the close of business on 4 August 2017.

Directors

Manjit Wolstenholme will be stepping down from the Board at this 2017 AGM. I would like to thank Manjit for her valuable contributi on as we prepared for our listi ng and during our fi rst year as a public company, and wish her every success for the future. We have commenced a thorough search for a successor.

In accordance with the UK Corporate Governance Code, all of the remaining Directors will stand for re-electi on by shareholders at the AGM. Biographical details of each Director seeking re-electi on are included on pages 13 to 15.

Recommendati on

The Board considers that all the resoluti ons to be put to the meeti ng are in the best interests of the Company and its shareholders as a whole. Your Board will be voti ng in favour of them and unanimously recommends that you vote in favour of them.

Yours sincerely,

Simon Waugh Chairman

Notice of Annual General Meeting

Noti ce is hereby given that the 2017 Annual General Meeti ng ("AGM") of CMC Markets plc (the "Company") will be held at 133 Houndsditch, London EC3A 7BX on 27 July 2017 at 10.00 a.m. for the following purposes.

Resoluti ons 13 to 16 (inclusive) will be proposed as special resoluti ons, which means that for each of these to be passed at least 75% of the votes cast must be in favour of the resoluti on. All other resoluti ons will be proposed as ordinary resoluti ons, which means that for each of these to be passed, more than 50% of the votes cast must be in favour of the resoluti on.

Ordinary Business

• 1. To receive the Company's accounts and the reports of the Directors and Auditors for the year ended 31 March 2017 ("Annual Report & Accounts").
• 2. To declare a fi nal dividend of 5.95 pence per ordinary share for the year ended 31 March 2017, payable on 25 August 2017 to holders of ordinary shares in the Company named on the Register of Members as at the close of business on 04 August 2017.
• 3. To re-elect Simon Waugh as a Director.
• 4. To re-elect Peter Cruddas as a Director.
• 5. To re-elect Grant Foley as a Director.
• 6. To re-elect David Fineberg as a Director.
• 7. To re-elect James Richards as a Director.
• 8. To re-elect Malcolm McCaig as a Director.
• 9. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company to hold offi ce unti l the conclusion of the next general meeti ng at which accounts are laid before the Company.
• 10. To authorise the Group Audit Committ ee to determine the remunerati on of the Auditor.

Special business

11. To approve the Directors' Remunerati on Report, set out on pages 83 to 106 in the Annual Report & Accounts for the year ended 31 March 2017 (excluding the Directors' Remunerati on Policy set out on pages 96 to 106).

• 12. That the Directors be generally and unconditi onally authorised pursuant to and in accordance with Secti on 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:
• (i) up to a nominal amount of £24,008,663;
• (ii) comprising equity securiti es (as defi ned in Secti on 560(1) of the Companies Act 2006) up to a further nominal amount of £24,008,663 in connecti on with an off er by way of a rights issue;

such authoriti es to apply in substi tuti on for all previous authoriti es pursuant to Secti on 551 of the Companies Act 2006 and to expire at the end of the next AGM or on 30 September 2018, whichever is the earlier, but, in each case, so that the Company may, before such expiry, make off ers and enter into agreements which would, or might, require shares to be allott ed or rights to subscribe for or to convert any security into shares to be granted aft er the authority given by this resoluti on has expired.

For the purposes of this Resoluti on, "rights issue" means an off er to:

• (I) ordinary shareholders in proporti on (as nearly as may be practi cable) to their existi ng holdings; and
• (II) people who are holders of other equity securiti es if this is required by the rights of those securiti es or, if the Directors consider it necessary, as permitt ed by the rights of those securiti es,

to subscribe further securiti es by means of the issue of a renounceable lett er (or other negoti able instrument) which may be traded for a period before payment for the

• III. references to an allotment of equity securiti es shall include a sale of treasury shares; and
• IV. the nominal amount of any securiti es shall be taken to be, in the case of rights to subscribe for or convert any securiti es into shares of the Company, the nominal amount of such shares which may be allott ed pursuant to such rights.
• 14. That, subject to the passing of Resoluti on 12 above and in additi on to any authority granted under Resoluti on 13 above, the Directors be authorised to allot equity securiti es (as defi ned in Secti on 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given by Resoluti on 12 above or where the allotment consti tutes an allotment of equity securiti es by virtue of Secti on 560(3) of the Companies Act 2006 as if Secti on 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be:
• (i) limited to the allotment of equity securiti es or sale of treasury shares up to an aggregate nominal amount of £3,601,299; and
• (ii) used only for the purposes of fi nancing (or refi nancing, if the authority is to be used within six months aft er the original transacti on) a transacti on which the Board of Directors of the Company determines to be an acquisiti on or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Empti on Rights most recently published by the Pre-Empti on Group prior to the date of this noti ce,

such authority to expire at the end of the next Annual General Meeti ng of the Company or at the close of business on 30 September 2018, whichever is the earlier, but so that the Company may, before such expiry, make off ers and enter into agreements which would, or might, require equity securiti es to be allott ed and treasury shares to be sold aft er the authority given by this resoluti on has expired and the Directors may allot equity securiti es and sell treasury shares under any such off er or agreement as if the authority had not expired.

• 15. That the Company be and is hereby unconditi onally and generally authorised for the purpose of Secti on 701 of the Companies Act 2006 to make market purchases (as defi ned in Secti on 693 of that Act) of ordinary shares of 25 pence each in the capital of the Company provided that:
• (a) the maximum number of shares which may be purchased is 28,810,395;
• (b) the minimum price which may be paid for each share is 25 pence;

securiti es is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relati on to treasury shares, fracti onal enti tlements, record dates or legal, regulatory or practi cal problems in, or under the laws of, any territory.

• 13. That subject to the passing of Resoluti on 12 above, the Directors be authorised to allot equity securiti es (as defi ned in Secti on 560(1) of the Companies Act 2006) wholly for cash:
• (i) pursuant to the authority given by paragraph (i) of Resoluti on 12 above or where the allotment consti tutes an allotment of equity securiti es by virtue of Secti on 560(3) of the Companies Act 2006 in each case:
  • (a) in connecti on with a pre-empti ve off er; and
  • (b) otherwise than in connecti on with a pre-empti ve off er, up to an aggregate nominal amount of £3,601,299; and
• (ii) pursuant to the authority given by paragraph (ii) of Resoluti on 12 above in connecti on with a pre-empti ve rights issue,

as if Secti on 561(1) of the Companies Act 2006 did not apply to any such allotment;

such authority to expire at the end of the next Annual General Meeti ng of the Company or at the close of business on 30 September 2018, whichever is the earlier but so that the Company may, before such expiry, make off ers and enter into agreements which would, or might, require equity securiti es to be allott ed and treasury shares to be sold aft er the authority given by this resoluti on has expired and the Directors may allot equity securiti es and sell treasury shares under any such off er or agreement as if the authority had not expired.

For the purposes of this Resoluti on:

• I. "rights issue" has the same meaning as in Resoluti on 12 above;

• II. "pre-empti ve off er" means an off er of equity securiti es open for acceptance for a period fi xed by the Directors to (a) holders (other than the Company) on the register on a record date fi xed by the Directors of ordinary shares in proporti on to their respecti ve holdings and (b) other persons so enti tled by virtue of the rights att aching to any other equity securiti es held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relati on to treasury shares, fracti onal enti tlements, record dates or legal, regulatory or practi cal problems in, or under the laws of, any territory;

• (c) the maximum price which may be paid for a share is an amount equal to the higher of (a) 105 per cent of the average of the closing price of the Company's ordinary shares as derived from the London Stock Exchange Daily Offi cial List for the 5 business days immediately preceding the day on which such share is contracted to be purchased and (b) the higher of the price of the last independent trade and the highest current bid as sti pulated by Commission-adopted Regulatory Technical Standards pursuant to arti cle 5(6) of the Market Abuse Regulati on; and

• (d) this authority shall expire at the conclusion of the Annual General Meeti ng of the Company held in 2018 or, if earlier, 30 September 2018 (except in relati on to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly aft er such expiry) unless such authority is renewed prior to such ti me.
• 16. That a general meeti ng other than an annual general meeti ng may be called on not less than 14 clear days' noti ce.

BY ORDER OF THE BOARD

Jonathan Bradshaw Company Secretary

7 June 2017

Registered in England and Wales No. 05145017 Registered Offi ce: 133 Houndsditch, London EC3A 7BX Legal Enti ty Identi fi er (LEI): 213800VB75KAZBFH5U07

Notes

Proxy appointment

• 1. A member is enti tled to appoint another person as his/her proxy to exercise all or any of his/her rights to att end, speak and vote at the Annual General Meeti ng (AGM). A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relati on to the AGM provided that each proxy is appointed to exercise the rights att ached to a diff erent share or shares held by that shareholder.
• 2. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitt ed by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the fi rst named being the most senior).
• 3. A form of proxy is enclosed. The appointment of a proxy will not prevent a member from subsequently att ending and voti ng at the meeti ng in person.
• 4. To appoint a proxy the form of proxy, and any power of att orney or other authority under which it is executed (or a duly certi fi ed copy of any such power or authority), must be either (a) sent to the Company's Registrars Capita Asset Services of PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF, (b) the proxy appointment must be lodged using the CREST Proxy Voti ng Service in accordance with Note 12 below or (c) the proxy appointment must be registered electronically, by visiti ng the Company's Registrar's website www.cmcmarketsshares.co.uk where full details of the procedures are given, in each case so as to be received no later than 10.00 a.m. on 25 July 2017.

Nominated persons

5. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communicati ons from the Company in accordance with Secti on 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternati vely, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructi ons to the person holding the shares as to the exercise of voti ng rights.

Informati on about shares and voti ng

6. Holders of ordinary shares are enti tled to att end and vote at general meeti ngs of the Company. The total number of issued ordinary shares in the Company on 7 June 2017, which is the latest practi cable date before the publicati on of this document is 288,103,959, carrying one vote each on a poll. Therefore, the total number of votes exercisable as at 7 June 2017 are 288,103,959.

Right to att end and vote

7. Enti tlement to att end and vote at the meeti ng, and the number of votes which may be cast at the meeti ng, will be determined by reference to the Company's register of members at close of business on 25 July 2017 or, if the meeti ng is adjourned, 48 hours before the ti me fi xed for the adjourned meeti ng (as the case may be). In each case, changes to the register of members aft er such ti me will be disregarded.

Venue arrangements

• 8. To facilitate entry to the meeti ng, members are requested to bring with them the admission card which is att ached to the proxy card.
• 9. Members should note that the doors to the AGM meeti ng room will be open at 9.30 a.m. (Shareholder registrati on from 9.00 a.m.).
• 10. Mobile phones may not be used in the meeti ng room. Cameras and recording equipment are not allowed in the meeti ng room.

CREST members

• 11. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeti ng (and any adjournment of the meeti ng) by following the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voti ng service provider) should refer to their CREST sponsor or voti ng service provider, who will be able to take the appropriate acti on on their behalf.
• 12. In order for a proxy appointment or instructi on made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instructi on") must be properly authenti cated in accordance with Euroclear's specifi cati ons and must contain the informati on required for such instructi ons, as described in the CREST Manual (available via www.euroclear.com/CREST). The message (regardless of whether it consti tutes the appointment of a proxy or an amendment to the instructi on given to a previously appointed proxy) must, in order to be valid, be transmitt ed so as to be received by the issuer's agent RA10 by the latest ti me(s) for receipt of proxy appointments specifi ed in Note 4 above. For this purpose, the ti me of receipt will be taken to be the ti me (as determined by the ti mestamp applied to the message by the CREST Applicati ons Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. Aft er this ti me any change of instructi ons to a proxy appointed through CREST should be communicated to the proxy by other means.
• 13. CREST members (and, where applicable, their CREST sponsors or voti ng service providers) should note that Euroclear does not make available special procedures in CREST for any parti cular messages. Normal system ti mings and limitati ons will therefore apply in relati on to the input of CREST Proxy Instructi ons. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voti ng service provider, to procure that his/her CREST sponsor or voti ng service provider takes) such acti on as shall be necessary to ensure that a message is transmitt ed by means of the CREST system by any parti cular ti me. In this connecti on, CREST members (and, where applicable, their CREST sponsors or voti ng service providers) are referred, in parti cular, to those secti ons of the CREST Manual concerning practi cal limitati ons of the CREST system and ti mings.

14. The Company may treat as invalid a CREST Proxy Instructi on in the circumstances set out in Regulati on 35(5)(a) of the Uncerti fi cated Securiti es Regulati ons 2001.

Corporate representati ves

15. Any corporati on which is a member can appoint one or more corporate representati ves who may exercise on its behalf all of its powers as a member provided that they do not do so in relati on to the same shares.

Audit concerns

16. Shareholders should note that, under Secti on 527 of the Companies Act 2006, members meeti ng the threshold requirements set out in that secti on have the right to require the company to publish on a website a statement setti ng out any matt er relati ng to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM for the fi nancial year beginning 1 April 2016; or (ii) any circumstance connected with an auditor of the Company appointed for the fi nancial year beginning 1 April 2016 ceasing to hold offi ce since the previous meeti ng at which annual accounts and reports were laid. The Company may not require the shareholders requesti ng any such website publicati on to pay its expenses in complying with Secti ons 527 or 528 (requirements as to website availability) of the Companies Act 2006. Where the Company is required to place a statement on a website under Secti on 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the ti me when it makes the statement available on the website. The business which may be dealt with at the AGM for the relevant fi nancial year includes any statement that the Company has been required under Secti on 527 of the Companies Act 2006 to publish on a website.

Questi ons

17. Any member or their proxy att ending the meeti ng has the right to ask questi ons. The Company must cause to be answered any such questi on relati ng to the business being dealt with at the meeti ng but no such answer need be given if (a) to do so would interfere unduly with the preparati on for the meeti ng or involve the disclosure of confi denti al informati on, (b) the answer has already been given on a website in the form of an answer to a questi on, or (c) it is undesirable in the interests of the Company or the good order of the meeti ng that the questi on be answered.

Website informati on

18. A copy of this noti ce and other informati on required by Secti on 311A of the Companies Act 2006 can be found at www.cmcmarkets.com/group/.

Voti ng by poll

19. Each of the resoluti ons to be put to the meeti ng will be voted on by poll and not by show of hands. A poll refl ects the number of voti ng rights exercisable by each member and so the board considers it a more democrati c method of voti ng. Members and proxies att ending the meeti ng will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeti ng. The results of the poll will be published on the Company's website and noti fi ed to the UK Listi ng Authority once the votes have been counted and verifi ed.

Use of electronic address

20. Members may not use any electronic address provided in either this noti ce of meeti ng or any related documents (including the enclosed form of proxy) to communicate with the Company for any purposes other than those expressly stated.

Documents available for inspecti on

• 21. Copies of the following documents may be inspected during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered offi ce of the Company at 133 Houndsditch, London EC3A 7BX up to and including the date of the AGM and at the Company's registered offi ce from 15 minutes before the AGM unti l it ends:
• the executi ve directors' service contracts; and
• lett ers of appointment of the non-executi ve directors.

Explanatory notes to the resolutions

10

The following pages give an explanati on of the proposed resoluti ons.

Resoluti ons 1 to 12 are proposed as ordinary resoluti ons. This means that for each of those resoluti ons to be passed, more than 50% of the votes cast must be in favour of the resoluti on.

Resoluti ons 13 to 16 are proposed as special resoluti ons. This means that for each of those resoluti ons to be passed, at least 75% of the votes cast must be in favour of the resoluti on.

Under the Listi ng Rules, Peter Cruddas and Fiona Cruddas are classed as "controlling shareholders" of the Company. This means that the independent non-executi ve Directors of the Company must be elected or re-elected by a majority of the votes cast by the independent shareholders of the Company, as well as by a majority of the votes cast by all the shareholders. The independent shareholders of the Company, means all the shareholders of the Company other than Peter and Fiona Cruddas. Therefore, the resoluti ons for the electi on of the independent non-executi ve Directors (Resoluti ons 7 and 8) will be taken on a poll and the votes cast by the independent shareholders and by all the shareholders will be calculated separately. Such resoluti ons will be passed only if a majority of the votes cast by the independent shareholders are in favour, in additi on to a majority of the votes cast by all the shareholders being in favour.

If the ordinary resoluti on to approve the electi on of an existi ng independent non-executi ve Director is passed, but separate approval by the independent shareholders is not given, the Listi ng Rules permit an existi ng independent non-executi ve Director to remain in offi ce pending a further ordinary resoluti on of all the shareholders to approve the electi on of the Director. Such a resoluti on may only be voted on within the period of between 90 days and 120 days following the date of the original vote.

Resolutions 3-8: Re-election of Directors

In accordance with the recommendati ons of the UK Corporate Governance Code (the Code), all Directors reti re at the AGM and those wishing to serve again off er themselves up for re-electi on. With the excepti on of Manjit Wolstenholme who will be stepping down from the Board at this 2017 AGM, all Directors are seeking re-electi on and separate resoluti ons are proposed for each. A formal Board performance evaluati on took place during the third quarter of the fi nancial year ended 31 March 2017 in relati on to the fulfi lment of the Directors' duty to act in the long-term interest of the Company, on behalf of its members, while also having due regard for other stakeholders and the Chairman has reviewed the performance

of all Directors as well as the ti me commitment and independence of the Non-Executi ve Directors. The Chairman confi rms that all Directors standing for re-electi on at the 2017 AGM conti nue to be eff ecti ve and demonstrate commitment to their roles. Biographical details for these Directors are provided on pages 13 to 15.

None of the independent non-executi ve Directors seeking re-electi on at the 2017 AGM has any existi ng or previous relati onship with the Company, nor with any controlling shareholder of the Company or any associate of a controlling shareholder of the Company within the meaning of LR 13.8.17 R (1).

The Company's Nominati on Committ ee considers the appointment and replacement of Directors subject to the rules set out in the Company's Arti cles of Associati on. The Nominati on Committ ee will normally engage an independent search consultant with no connecti on to the Company to fi nd appropriate candidates for the Board with the requisite skills, and in doing so will take account of relevant guidelines and legislati on relati ng to the appointment of individuals to boards. The Nominati on Committ ee may also consider candidates introduced to the Company from other sources.

In considering the independent non-executi ve Directors' independence, the Board has taken into considerati on the guidance provided by the Code. The Board considers James Richards, Manjit Wolstenholme and Malcolm McCaig to be independent in accordance with Provision B.1.1 of the Code.

Resolutions 9 and 10: Re-election of Auditor and Auditor's remuneration

The Company is obliged by law to appoint the Auditor annually. PricewaterhouseCoopers LLP were fi rst appointed as Auditor at the 2010 AGM. This resoluti on proposes that PricewaterhouseCoopers LLP be reappointed as the Company's Auditor. In Resoluti on 10, shareholders are being asked to authorise the Group Audit Committ ee to determine the remunerati on of the Company's Auditor.

Resolution 11: Directors' Remuneration Report

This resoluti on deals with the remunerati on paid to the Directors during the year under review. Shareholders are invited to vote on the Directors' Remunerati on Report (excluding the Directors' Remunerati on Policy set out on pages 96 to 106 of the Annual Report & Accounts) which appears on pages 83 to 106 of the Annual Report & Accounts. Resoluti on 11 is an advisory vote and does not determine the Directors'

remunerati on arrangements. The Directors' Remunerati on Policy was approved at the 2016 AGM.

Resolution 12: Authority to allot shares

The purpose of Resoluti on 12 is to renew the Directors' power to allot shares.

The authority in paragraph (i) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securiti es into, shares up to a nominal value of £24,008,663, which is equivalent to approximately 33 per cent of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 7 June 2017.

The authority in paragraph (ii) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securiti es into, shares only in connecti on with a rights issue up to a further nominal value of £24,008,663, which is equivalent to approximately 33 per cent of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 7 June 2017. This is in line with the Investment Associati on's Share Capital Management Guidelines issued in July 2016.

At 7 June 2017, the Company did not hold any shares in treasury.

There are no present plans to undertake a rights issue or to allot new shares other than in connecti on with employee share and incenti ve plans. The Directors consider it desirable to have the maximum fl exibility permitt ed by corporate governance guidelines to respond to market developments and to enable allotments to take place to fi nance business opportuniti es as they arise.

If the resoluti on is passed the authority will expire on the earlier of 30 September 2018 and the end of the AGM in 2018.

Resolutions 13 and 14 – Disapplication of pre-emption rights

If the Directors wish to allot new shares and other equity securiti es, or sell treasury shares, for cash (other than in connecti on with an employee share scheme), company law requires that these shares are off ered fi rst to shareholders in proporti on to their existi ng holdings.

The Pre-Empti on Group's Statement of Principles supports the annual disapplicati on of pre-empti on rights in respect of allotments of shares and other equity securiti es and sales of treasury shares for cash representi ng no more than 5 per cent of issued ordinary share capital (exclusive of treasury shares), without restricti on as to the use of proceeds of those allotments.

Accordingly, the purpose of Resoluti on 13 is to authorise the Directors to allot new shares and other equity securiti es pursuant to the allotment authority given by Resoluti on 12, or sell treasury shares, for cash (I) in connecti on with a pre-empti ve off er or pre-empti ve rights issue or (II) otherwise up to a nominal value of £3,601,299, equivalent to fi ve per cent of the total issued ordinary share capital of the Company excluding treasury shares, as at 7 June 2017, without the shares fi rst being off ered to existi ng shareholders in proporti on to their existi ng holdings.

At 7 June 2017, the Company did not hold any shares in treasury.

The Pre-Empti on Group's Statement of Principles also supports the annual disapplicati on of pre-empti on rights in respect of allotments of shares and other equity securiti es and sales of treasury shares for cash representi ng no more than an additi onal 5 per cent of issued ordinary share capital (exclusive of treasury shares), to be used only in connecti on with an acquisiti on or specifi ed capital investment. The Pre-Empti on Group's Statement of Principles defi nes "specifi ed capital investment" as meaning one or more specifi c capital investment related uses for the proceeds of an issue of equity securiti es, in respect of which suffi cient informati on regarding the eff ect of the transacti on on the Company, the assets the subject of the transacti on and (where appropriate) the profi ts att ributable to them is made available to shareholders to enable them to reach an assessment of the potenti al return.

Accordingly, and in line with the template resoluti ons published by the Pre-Empti on Group in May 2016, the purpose of Resoluti on 14 is to authorise the Directors to allot new shares and other equity securiti es pursuant to the allotment authority given by Resoluti on 12, or sell treasury shares, for cash up to a further nominal amount of £3,601,299, equivalent to 5 per cent of the total issued ordinary share capital of the Company as at 7 June 2017, exclusive of treasury shares, only in connecti on with an acquisiti on or specifi ed capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. If the authority given in Resoluti on 14 is used, the Company will publish details of the placing in its next annual report.

The Board intends to adhere to the provisions in the Pre-empti on Group's Statement of Principles and not to allot shares or other equity securiti es or sell treasury shares for cash on a non pre-empti ve basis pursuant to the authority in Resoluti on 13 in excess of an amount equal to 7.5 per cent of the total issued ordinary share capital of the Company, excluding treasury shares, within a rolling three-year period, other than:

• (i) with prior consultati on with shareholders; or
• (ii) in connecti on with an acquisiti on or specifi ed capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

The Board has no current intenti on of exercising the authoriti es in Resoluti ons 13 and 14 but considers them to be appropriate in order to allow the Company fl exibility to fi nance business opportuniti es or to conduct a pre-empti ve off er or rights issue without the need to comply with the strict requirements of the statutory pre-empti on provisions.

If Resoluti ons 13 and 14 are passed the authority will expire on the earlier of 30 September 2018 and the end of the AGM in 2018.

Resolution 15 – Purchase of own shares

The eff ect of this resoluti on is to renew the authority granted to the Company to purchase its own ordinary shares, up to a maximum of 28,810,395 ordinary shares, unti l the AGM in 2018 or 30 September 2018 whichever is the earlier. This represents 10% of the ordinary shares in issue as at 7 June 2017 and the Company's exercise of this authority is subject to the stated upper and lower limits on the price payable.

Although there is no current intenti on to do so but if any shares are purchased, they will be either cancelled or held as treasury shares, as determined by the Directors at the ti me of purchase. Shares will only be purchased for the purposes of employee share schemes, or if the Directors consider such purchases to be in the best interests of shareholders generally and that they can be expected to result in an increase in earnings per share. The authority will only be used aft er careful considerati on, taking into account market conditi ons prevailing at the ti me, other investment opportuniti es, appropriate gearing levels and the overall fi nancial positi on of the Company. Shares held as treasury shares will not automati cally be cancelled and will not be taken into account in future calculati ons of earnings per share (unless they are subsequently resold or transferred out of treasury).

As at 7 June 2017 (being the latest practi cable date prior to the publicati on of this Noti ce), there were 2,225,602 outstanding share opti ons and awards granted under all share opti on schemes operated by the Company and NIL outstanding warrants, which, if exercised would represent 0.77% of the issued ordinary share capital of the Company. If this authority were exercised in full, that percentage would increase to 0.85%.

Resolution 16: Notice of general meetings

Under the Companies Act 2006, the noti ce period required for all general meeti ngs of the Company is 21 days. AGMs will always be held on at least 21 clear days' noti ce but shareholders can approve a shorter noti ce period for other general meeti ngs, as long as this is not less than 14 clear days.

In order to maintain fl exibility for the Company, Resoluti on 16 seeks such approval. The approval will be eff ecti ve unti l the Company's next Annual General Meeti ng, when it is intended that a similar resoluti on will be proposed. As at 7 June 2017 there was no intenti on by the Board to call a general meeti ng using the shorter 14 days' noti ce period.

Directors' biographies in respect of the Directors seeking election at the AGM

Simon Waugh, Chairman (Age 59)

Appointed to the Board: 1 December 2007

Committ ee membership:

• Nominati on Committ ee (Chair)
• Group Risk Committ ee
• Remunerati on Committ ee

Simon joined the Group as a Non-Executi ve Director in December 2007 and became the Non-Executi ve Chairman in March 2013. He was Chairman of the Audit and Risk Committ ee unti l listi ng. Prior to joining the Group, Simon was Group Director of Sales, Marketi ng and Customer service at Centrica. He retained these responsibiliti es for the seven years he was with the Group, and also held the roles of Deputy CEO of Briti sh Gas and CEO of the Centrica Financial Services Company. On leaving Centrica, Simon became CEO of AWD Financial Services Group, a leading Independent Financial Advisor and consumer fi nancial services business. Simon's fi nal senior executi ve positi on was in the role of Chairman and CEO of the Nati onal Apprenti ceship Service, leading the government's fl agship skills programme, reporti ng to the Secretaries of State for both Educati on and Business. Simon is also a life fellow of both the Marketi ng Society and the Insti tute of Direct Marketi ng.

Current external appointments: The Consulti ng Consorti um Limited Record Sure Limited Swaines Limited Ingenuity Holdings Limited

BMLL Technologies Limited Gallagher Risk & Reward Limited Gallagher Benefi t Services (Holdings) Limited Uti litywise plc

Appointed to the Board: 3 June 2004

Committ ee membership:

• Executi ve Committ ee (Chair)
• Risk Management Committ ee

Peter founded the Group and became its Chief Executi ve Offi cer in 1989. Peter held this role unti l October 2007, and again between July 2009 and June 2010. Between 2003 and March 2013, he also served as the Group's Executi ve Chairman. In March 2013, he once again became the Group's CEO, and is responsible for running the Group on a day to day basis. Prior to founding the Group, Peter was Chief Dealer and Global Group Treasury Advisor at S.C.F. Equity Services where he was responsible for all the acti viti es of a dealing room whose principal acti viti es were trading in futures and opti ons in currencies, precious metals, commoditi es and spot forwards on foreign exchange and bullion

Current external appointments: The Peter Cruddas Foundati on Finada Limited Crudd Investments Limited

Malcolm McCaig, Independent Non-Executive Director (Age 62)

Appointed to the Board: 9 December 2015

Committ ee membership:

• Group Risk Committ ee (Chair)
• Group Audit Committ ee
• Nominati on Committ ee
• Remunerati on Committ ee

Malcolm joined the Group as a Non-Executi ve Director in December 2015. Malcolm is a Certi fi ed Management Consultant. He was a partner and practi ce leader, initi ally at Deloitt e, and subsequently at Ernst & Young. He has held senior executi ve positi ons in Prudenti al, Cigna and Nati onal Australia Bank. He was formerly the Chairman of Kent Reliance Building Society and Barbon Insurance Group. Malcolm is the Senior Independent Director at Unum Limited. He also holds board positi ons at OneSavings Bank plc, Traditi on UK and QBE Europe.

Current external appointments: QBE Insurance (Europe) Limited QBE Underwriti ng Limited QBE RE (Europe) Limited TFS Derivati ves Limited Trad-X (UK) Limited Traditi on Financial Services Ltd

Traditi on (UK) Limited UNUM European Holdings Company Limited UNUM Limited City of Glasgow College Foundati on Ageas (UK) Limited 4most Group (Holdings) Ltd

James Richards, Independent Non-Executive Director (Age 60)

Appointed to the Board: 1 April 2015

Committ ee membership:

• Remunerati on Committ ee (Chair)
• Group Audit Committ ee
• Group Risk Committ ee
• Nominati on Committ ee

James joined the Group as a Non-Executi ve Director in April 2015 and is the Chairman of the Remunerati on Committ ee and was, unti l listi ng, Chairman of the Nominati on Committ ee. He is also a member of the Group Audit Committ ee and Group Risk Committ ee. He was admitt ed to the roll of solicitors in England and Wales in 1984 and in the Republic of Ireland in 2012. James was a partner at Dillon Eustace, a law fi rm specialising in fi nancial services in Ireland, where he was a partner from 2012 to 2016. Prior to this he was a banking and fi nance partner at Travers Smith LLP for fourteen years. Having occupied various senior positi ons within leading law fi rms, James has extensive experience in debt capital markets, derivati ves and structured fi nance working with major corporates, central banks and governmental organisati ons.

No current external appointments

Grant Foley, Chief Operating and Financial Offi cer (Age 44)

Appointed to the Board: 1 August 2013

Committ ee membership:

• Executi ve Committ ee (Chair)
• Risk Management Committ ee

Grant joined the Group in April 2013 as Group Head of Finance and was made Group Director of Finance, Risk and Compliance in August 2013 when he was appointed to the main board. In January 2016, he became the Chief Financial Offi cer & Head of Risk. Grant is a Fellow of the Insti tute of Chartered Accountants in England and Wales (FCA) and has almost 20 years of fi nancial services experience, having held senior fi nance, operati onal and board positi ons in a number of businesses. These have included Coutt s & Co, Prudenti al Bache, Nomura and Arbuthnot Securiti es.

No current external appointments

David Fineberg, Group Commercial Director (Age 38)

Appointed to the Board: 1 January 2014

Committ ee membership:

• Executi ve Committ ee (Chair)
• Risk Management Committ ee

David joined the Group in November 1997 working on the trading desk and developed the Group's multi asset CFD and spread bet dealing desk. As a senior dealer he was responsible for managing the UK and US equity books. Between April 2007 and September 2012 he was the Group's Western Head of Trading, covering all asset classes for the Western region. In September 2012 he was appointed to the role of Group Head of Trading and in January 2014 was appointed to the main board as the Group Director of Trading with overall responsibility for the trading and pricing strategies and acti viti es across the Group.

No current external appointments

Shareholders' frequently asked questions and useful information

If you wish to attend the AGM

There is a map showing the offi ces of CMC Markets plc on page 17 of this Noti ce of AGM and on the reverse of the att endance card.

Please bring your att endance card (att ached to the Form of Proxy) with you as this will help with registrati on formaliti es.

How do I contact Capita?

By phone

Tel: 0871 664 0300

Calls cost 12p per minute plus your phone's access charge. Calls outside the United Kingdom will be charged at the applicable internati onal rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales. Please have the Form of Proxy or voti ng form to hand as you may be asked to quote your shareholder reference number.

By mail

Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

What is a proxy and who can be one?

A proxy is someone appointed by you to att end the meeti ng and vote on your behalf. This can be a person of your choosing or the Chairman of the meeti ng. A proxy does not need to be a shareholder in the Company but must att end the meeti ng if your votes are to be cast.

How do I return the proxy or voting form?

Please use the enclosed envelope. Postage is already paid if mailed in mainland UK. If you mail these documents from overseas, you must pay the appropriate local postage costs.

Can I lodge my proxy and voting instructions online?

Yes. Please see the Form of Proxy for details on how to do this.

The day of the AGM

Doors open for shareholder registrati on at 9.00 a.m. Light refreshments will be available. Shareholders will be invited to take seats in the meeti ng room from 9.30 a.m. for a 10.00 a.m. start to the meeti ng. The fi nal poll results will be released to the London Stock Exchange following the meeti ng. The aforementi oned ti mes are indicati ve only and may be subject to change.

Additional information

Address

CMC Markets plc 133 Houndsditch London EC3A 7BX United Kingdom

Main telephone number

+44 (0)20 7170 8200

Nearest tube / train station

The nearest tube and mainline stati on is Liverpool Street stati on. Liverpool Street stati on is on the Central, Metropolitan, Circle, Hammersmith and City, and Overground lines.

Other nearby tube stati ons are Aldgate and Aldgate East.

CMC Markets plc

133 Houndsditch London EC3A 7BX United Kingdom Tel +44 (0)20 7170 8200 Fax +44 (0)20 7170 8499 Email info@cmcmarkets.co.uk www.cmcmarketsplc.com