THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES
Special Resolution
of
IG Group Holdings plc (the "Company")
At a General Meeting of the Company duly convened and held on 29 May 2025 the following Resolution was duly passed as a Special Resolution:
Special Resolution
That:
(i) the Articles of Association of the Company be and are hereby amended by the inclusion of a new Article 124.4, as follows:
"References in this Article to shares being allotted to members shall include an allotment of shares to a third party (who may be a member) as selected by the board to hold such shares on behalf of such members.";
- (ii) the sum of £300,000,000 from the merger reserve of the Company be capitalised and applied in paying up in full New Deferred Shares to, or (if the Directors so determine) to a third party to hold on behalf of, the holders of ordinary shares of 0.005 pence each in the capital of the Company as appearing in the register of members as at the Capitalisation Record Time in proportion as nearly as practicable to the nominal value of the ordinary shares held by them as at the Capitalisation Record Time, subject to such adjustments as the Directors think fit to deal with any fractional entitlements;
- (iii) the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Act to exercise all the powers of the Company to allot New Deferred Shares up to a nominal amount of £300,000,000, such authority to expire on 30 November 2025, and to be in addition and without prejudice to any authority under the said section 551 previously granted and in force on the date on which this Resolution is passed;
- (iv) subject to the allotment and issue of the New Deferred Shares pursuant to paragraph (i) above and the register of members of the Company being written up accordingly, the capital of the Company be reduced by cancelling and extinguishing all the New Deferred Shares without any payment in respect thereof being made to the holder or holders of the New Deferred Shares;
- (v) the Directors be and are hereby authorised to do all such acts and things as they may, in their absolute discretion, consider necessary or expedient to give effect to such capitalisation, allotment and issue of the New Deferred Shares, their cancellation, and all associated matters;
"Capitalisation Record Time" means 6.30pm on the day before the date of the hearing of the High Court of Justice in England and Wales to confirm the reduction of capital pursuant to paragraph (iv) of this Resolution
"New Deferred Shares" means deferred shares of £1 each in the capital of the Company, having the following rights and restrictions:
- i. the holders of the New Deferred Shares shall not be entitled in their capacity as holders of such shares to receive any dividend or other distribution of the Company, and the New Deferred Shares shall confer no right to participate in the profits of the Company;
- ii. on a return of capital on a winding-up, there shall be paid to the holders of the New Deferred Shares only the nominal capital paid up, or credited as paid up, on such New Deferred Shares, and only after paying to the holders of the ordinary shares the nominal capital paid up or credited as paid up on the ordinary shares held bly them respectively together with the sum of £1,000,000 on each ordinary share;
- iii. the holders of the New Deferred Shares shall not be entitled to any further right of participation in the assets of the Company;
- iv. the holders of the New Deferred Shares shall not be entitled in their capacity as holders of such shares to receive notice of, attend, speak at or vote at any general meeting of the Company;
- v. the New Deferred Shares shall not be listed or traded on any stock exchange, nor shall any share certificates be issued in respect of such shares, and the New Deferred Shares shall be non-transferable except with the written consent of the Directors;
- vi. the Company may from time to time create, allot and issue further shares, whether ranking pari passu with or in priority to the New Deferred Shares, and on such creation, allotment or issue, any such further shares (whether or not ranking in any respect in priority to the New Deferred Shares) shall be treated as being in accordance with the rights attaching to the New Deferred Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of the New Deferred Shares;
- vii. any reduction of the capital paid up on the New Deferred Shares and/or the cancellation of the New Deferred Shares (with or without payment in respect thereof) shall be in accordance with the rights attaching to the New Deferred Shares and shall not involve a variation of such rights for any purpose; and
- without prejudice to paragraphs (vi) and (vii) above, the Company is viii. authorised to reduce or cancel (or purchase shares in) its capital of any class or classes and such reduction or cancellation (or purchase) shall not involve a variation of any rights attaching to the New Deferred Shares for any purpose or require the consent of the holders of the New Deferred Shares.
- (vi) the Company's share premium account be reduced by £125,747,231; and
(vii) the Company's capital redemption reserve be reduced by £3,501.
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Chair