CMC Markets PLC — AGM Information 2016

Sep 7, 2016

CMC Markets plc 7 SEPTEMBER 2016

RESULTS OF 2016 ANNUAL GENERAL MEETING

CMC Markets plc (LSE: CMCX, "the Company"), a leading global provider of online retail trading, announces that at the Company's 2016 Annual General Meeting ("AGM") held earlier today at the Company's offices at 133 Houndsditch, London, EC3A 7BX, all the resolutions set out in the Notice of Annual General Meeting 2016 were passed by way of a poll.

In accordance with Listing Rule 9.6.2R, copies of all the resolutions passed other than resolutions concerning ordinary business will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do.

A summary of the poll results in respect of each resolution is set out below.

On behalf of the Board:

Jonathan Bradshaw Company Secretary 07 September 2016

Enquiries CMC Markets plc +44 (0) 20 7170 8200 Jonathan Bradshaw, Company Secretary Grant Foley, Chief Financial Officer Charlie Steel, Global Head of Corporate Development

ANNUAL GENERAL MEETING – 07 SEPTEMBER 2016 VOTING RESULTS

		Nu mb in f er avo of ur vo tes	% in f avo ur	Nu mb ag er ain of st vo tes	% ag ain st	Nu mb wi er thh of eld vo tes	To tal Sh are s V ote d	% Ca of pit Iss al V ue d S ote ha d re
RESOLUTION
1	Annual report and financial statements	250,358,531	99.99%	12,835	0.01%	3,834	250,375,200	86.96%
2	Final dividend of 5.36p per ordinary share	250,375,560	100.00%	0	0.00%	0	250,375,560	86.96%
3	Election of Simon Waugh	250,115,375	99.90%	252,326	0.10%	7,499	250,375,200	86.96%
4	Election of Peter Cruddas	250,125,668	99.90%	248,908	0.10%	624	250,375,200	86.96%
5	Election of Grant Foley	250,120,042	99.90%	248,700	0.10%	6,458	250,375,200	86.96%
6	Election of David Fineberg	250,122,580	99.90%	248,700	0.10%	3,920	250,375,200	86.96%
7	Election of Manjit Wolstenholme*	250,253,320	99.95%	115,006	0.05%	6,874	250,375,200	86.96%
8	Election of James Richards*	250,256,159	99.96%	112,583	0.04%	6,458	250,375,200	86.96%
9	Election of Malcolm McCaig*	250,252,239	99.95%	112,791	0.05%	10,170	250,375,200	86.96%
10	Re-appointment of Auditor	249,574,976	99.68%	796,096	0.32%	3,920	250,374,992	86.96%
11	Authority to set remuneration of Auditor	249,578,494	99.68%	792,920	0.32%	3,578	250,374,992	86.96%
12	Directors' Remuneration Policy	231,912,237	92.78%	18,038,191	7.22%	424,564	250,374,992	86.96%
13	Directors' Remuneration Report	249,500,137	99.99%	36,526	0.01%	838,329	250,374,992	86.96%
14	Authority for Directors to allot shares	250,270,399	99.96%	93,776	0.04%	10,817	250,374,992	86.96%
15	Dis-application of pre-emption rights	250,358,268	100.00%	2,329	0.00%	14,395	250,374,992	86.96%
16	Authority to allot equity securities in certain circumstances for specific transactions	250,359,093	100.00%	5,082	0.00%	10,817	250,374,992	86.96%
17	Authority for the Company to purchase own shares	250,373,328	100.00%	1,456	0.00%	208	250,374,992	86.96%
18	Authority to call a general meeting other than an AGM on not less than 14 days notice	248,940,851	99.43%	1,433,725	0.57%	416	250,374,992	86.96%

The Company also announces, in respect of resolutions 7 to 9, the result of the 'independent shareholders' vote on the election of independent Non-Executive Directors as follows:

		Nu mb in f er avo of ur vo tes	% in f avo ur	Nu mb ag er ain of st vo tes	% ag ain st	Nu mb wi er the of ld vo tes	To tal Vo Sh ted are s	% Ca of pit Iss al V ue d S ote ha d re
7	Election of Manjit Wolstenholme*	70,323,414	99.84%	115,006	0.16%	6,874	70,445,294	24.47%
8	Election of James Richards*	70,326,253	99.84%	112,583	0.16%	6,458	70,445,294	24.47%
9	Election of Malcolm McCaig*	70,322,333	99.84%	112,791	0.16%	10,170	70,445,294	24.47%
	Notes: 1. Percentage of voting shares is the percentage of shares voted and excludes shares on which votes were withheld 2. Total number of ordinary shares in issue as at the date of the AGM = 287,923,211 3. Following the declaration of the final dividend by shareholders at today's AGM, a dividend of 5.36 pence per Ordinary Share of 25 pence in the Company for the financial year ended 31 March 2016 shall be paid on 29 September 2016 to those shareholders registered at the close of business on 9 September 2016 (the record date).

Company number: 05145017

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

Ordinary and Special Resolutions $\alpha$ f CMC Markets Pic (the "Company")

At an Annual General Meeting of the Company duly convened and held at 133 Houndsditch, London, EC3A 7BX, the London offices of the Company, on 07 September 2016 the following resolutions were duly passed as Ordinary and Special resolutions as indicated:

ORDINARY RESOLUTIONS

APPROVAL OF THE DIRECTORS REMUNERATION POLICY

$12¹$ THAT

the Directors' Remuneration Policy set out on pages 92 to 100 in the annual report and accounts for the year ended 31 March 2016 be approved.

APPROVAL OF THE DIRECTORS' REMUNERATION REPORT

$13¹$ THAT

the Directors' Remuneration Report (excluding the Directors' Remuneration Policy, set out on pages 92 to 100), set out on pages 82 to 91 in the annual report and accounts for the year ended 31 March 2016 be approved.

AUTHORITY TO ALLOT ORDINARY SHARES

$14.$ THAT

the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 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:

up to a nominal amount of £23,993,600; $(i)$

comprising equity securities (as defined in Section 560(1) of the $(ii)$ Companies Act 2006) up to a further nominal amount of £23,993,600 in connection with an offer by way of a rights issue;

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the end of the next Annual General Meeting or on 30 September 2017, whichever is the earlier, but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired. For the purposes of this Resolution, "rights issue" means an offer to:

• ordinary shareholders in proportion (as nearly as may be practicable) $(1)$ to their existing holdings; and
• $(II)$ people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary. as permitted by the rights of those securities, to subscribe further securities by means of the issue of a renounceable letter (or other negotiable instrument) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

SPECIAL RESOLUTIONS

AUTHORITY TO DIS-APPLY PRE-EMPTION RIGHTS

$15.$ THAT

subject to the passing of Resolution 14 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash:

• pursuant to the authority given by paragraph (i) of Resolution 14 $(i)$ above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006 in each case:
• in connection with a pre-emptive offer; and $(a)$
• $(b)$ otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £3,599,040; and

$(ii)$ pursuant to the authority given by paragraph (ii) of Resolution 14 above in connection with a pre-emptive rights issue, as if Section 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 Meeting of the Company or at the close of business on 30 September 2017, whichever is the earlier but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution:

• $\mathbf{L}$ "rights issue" has the same meaning as in Resolution 14 above:
• $II.$ "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
• $III.$ references to an allotment of equity securities shall include a sale of treasury shares; and
• $\mathbf{N}$ the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

AUTHORITY TO ALLOT EQUITY SECURITIES IN CERTAIN CIRCUMSTANCES FOR SPECIFIC TRANSACTIONS

16. THAT

subject to the passing of Resolution 14 above and in addition to any authority granted under Resolution 15 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given by Resolution 14 above or where the allotment constitutes an

allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006 as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be:

• limited to the allotment of equity securities or sale of treasury shares $(i)$ up to an aggregate nominal amount of £3,599,040; and
• used only for the purposes of financing (or refinancing, if the authority $(ii)$ is to be used within six months after the original transaction) a transaction which the Board of Directors of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such authority to expire at the end of the next Annual General Meeting of the Company or at the close of business on 30 September 2017, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

AUTHORITY TO PURCHASE OWN COMPANY SHARES

$17.$ THAT

the Company be and is hereby unconditionally and generally authorised for the purpose of Section 701 of the Companies Act 2006 to make market purchases (as defined in Section 693 of that Act) of ordinary shares of 25 pence each in the capital of the Company provided that:

• the maximum number of shares which may be purchased is $(i)$ 28,792,321;
• the minimum price which may be paid for each share is 25 pence; $(ii)$
• the maximum price which may be paid for a share is an amount equal $(iii)$ 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 Official 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 stipulated by Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation; and

this authority shall expire at the conclusion of the Annual General $(iv)$ Meeting of the Company held in 2017 or, if earlier 30 September 2017 (except in relation 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 after such expiry) unless such authority is renewed prior to such time.

NOTICE OF GENERAL MEETINGS, OTHER THAN ANNUAL GENERAL MEETINGS

18 THAT

a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

. . . . . . . . . . . . . . .

Jonathan Bradshaw Company Secretary