MRX · Marex Group plc Ordinary Shares

Marex Group plc has convened its 2026 Annual General Meeting (AGM) to address standard corporate governance matters alongside two significant strategic proposals. The AGM, scheduled for May 21, 2026, will seek shareholder approval for the re-election of seven directors and the reappointment of Deloitte LLP as auditor. A notable resolution seeks authority to undertake off-market purchases of up to 7,309,469 ordinary shares, representing approximately 10% of the Company's issued share capital, through buyback contracts with Goldman Sachs & Co. LLC. This authorization, valid until the next AGM or 15 months, provides the Board with significant flexibility for capital return.

Concurrently, the Company is proposing a redomiciliation of its parent company from England and Wales to Bermuda. This transaction, to be effected via a Scheme of Arrangement under Part 26 of the UK Companies Act 2006, aims to simplify the Group's corporate structure and reduce the administrative burdens associated with complying with both English corporate law and U.S. SEC/Nasdaq regulations. The Board emphasized that the transaction is not tax-driven; the new Bermuda parent company will remain tax resident in the UK, and there will be no changes to the existing Board composition, senior management, or the services provided to clients. The shares will continue to trade on Nasdaq under the symbol 'MRX'.

To implement this change, shareholders must approve the Scheme at separate Court and General meetings immediately following the AGM. The Board has unanimously recommended that shareholders vote in favor of all resolutions, indicating that the redomiciliation is in the best interests of the Company and its shareholders. The transaction is subject to court and regulatory approvals, with an expected effective date in the second half of 2026.