Our business, vision and what we do

ADVERTISEMENT: This is an advertisement and not a prospectus. In the event that CMC Markets undertakes a fl otation, a prospectus will be produced and

made available on www.cmcmarkets.com/group/ipo. Any decision by potential investors to apply for or purchase shares in CMC Markets should be based solely on the information contained in that prospectus.

Our business, vision and what we do

CMC Markets is a leading global provider of online trading operati ng

in both the retail and insti tuti onal sectors.

We enable a global client base to trade a broad range of fi nancial instruments

through our award-winning Next Generati on trading platf orm.

45 million trades per annum

10,000 fi nancial instruments

50,000+ active clients

from

over 70 countries

award winning, scalable, online and mobile

trading platform, Next Generation.

Delivering

£144 million net revenue

£60 million earnings

and the

highest levels of customer satisfaction in the spread betting industry

with a

dividend policy of approximately 50% of annual underlying post-tax profi ts.

Performance driven by the

innovative focus and dedication

500+ employees

14 global offi ces

headquarters in London

with the

Financial Conduct Authority as lead regulator.

Headlines

“Our goal is to provide a superior and unrivalled

trading experience for our clients”

Peter Cruddas – Founder and CEO

The group primarily generates revenue via three key products:

Contracts for difference (CFD)

Our primary global product

Financial spread betting Our primary product available only in

the UK and Ireland

Countdowns

A limited-risk fi nancial product

1. For the fi nancial year ended 31 March 2015 2. Investment Trends: UK Leveraged Trading Report 2015

OUR BUSINESS

•

Founded in 1989 by current CEO, Peter Cruddas, CMC Markets is an online retail fi nancial

services business. It is a pioneer in innovative online fi nancial trading, having offered one of

the world’s fi rst online foreign exchange trading platforms to retail clients in 1996. Since then,

CMC Markets has developed and expanded its CFD offering to include derivative trading in

approximately 10,000 fi nancial instruments. CMC Markets provides products and trading

features to retail clients that historically were generally only available to institutional investors.

•

Through its award-winning, online and mobile trading platform, Next Generation, CMC Markets

enables its clients to trade a range of shares, equity indices, foreign currencies, commodities

and treasuries through CFDs and spread bets (in the UK and Ireland only). CFDs and spread

bets are derivative products which allow clients to engage in trading the fi nancial markets

without owning the underlying instruments.

•

CMC Markets also offers its clients the ability to place fi xed-odds fi nancial binary bets with

Countdowns (a short-term binary product) and offers stockbroking services in Australia.

•

CMC Markets operates globally through 14 offi ces, with a signifi cant presence in the UK,

Australia, Germany and Singapore. The Group offers its products and services to retail clients,

based in more than 70 countries, through both direct client relationships and also via its

institutional partnerships with banks, brokers and trading companies.

•

The Group’s products are offered primarily under the ‘‘CMC Markets’’ brand name through the

www.cmcmarkets.com website and related local-language websites, as well as on

iPhone, iPad and Android mobile platforms.

•

In the year to 31 March 2015, 50,000+ active

clients traded with CMC Markets and the

Group processed approximately 45 million

and 33 million trades in the year ended 31

March 2015 and in the six months ended 30

September 2015, respectively.

For more information about CMC Markets

products visit:

www.cmcmarkets.co.uk

Prices of shares may go down as well as up and in the worst case you could lose all of your investment. Past performance of CMC Markets and information in this document cannot be relied

upon as a guide to future performance. Before purchasing any shares, you should make sure that you fully understand and accept the risks, which will be set out in the prospectus that will be published by CMC Markets at the time of any offer and made available at www.cmcmarkets.com/group/ipo. Any decision to invest in shares must be based on that prospectus. If you have any concerns about the suitability of CMC Markets shares, you should consult an independent fi nancial adviser.

The Spread Bet

Underlying Market Spread

( 500 / 501 ) CMC Markets Spread 499.5 / 501.5 ABC corporation 21st May 5% of trade value. 20 x 500.50*x 0.05 = £500.50 Margin 488.5 / 490.5

Assuming the market went down, you sell £20 per point at 488.5

Losing Trade

512.5 / 514.5

Assuming the market went up, you sell £20 per

point at 512.5 Winning Trade

Trade:

488.5 - 501.5 = -13pts x 20 = -£260 Financing Costs for 5 days: 82p

per day = -£4.10** Total Loss of -£264.10 Breakdown Breakdown Trade: 512.5 - 501.5 = 11pts x 20 = £220 Financing Costs for 5 days: 82p

per day = -£4.10** Total Profit of £215.90

BUY SELL

BUY

SELL SELL BUY

You hold the position open for 5 days

You think the price will rise so you

place a buy trade for £20 per point 26th May

Underlying Market Spread ( 513 / 514 )

26th May

Underlying Market Spread ( 489 / 490 )

CMC Markets Spread CMC Markets Spread

* Mid-price — The mid-price is 500.5, the mid-point between the buy and sell price.

** Financing cost calculation — (Stake x opening trade price x buy fi nancing rate/ 365) | (20 x 501.50 x 3) / 365 = 82p per day x 5 days = £4.10

The CFD Trade

21st May

500 / 501

You think the price will rise so you buy 2000 CFDs ABC corporation 5% of trade value. 2000 x 5.005 x 0.05 = £500.50 Margin 0.1% to enter trade. 2000 x 5.01 x 0.001 = -£10.02 Open commission 26th May 489 / 490

Assuming the market went down, you sell 2000 CFDs at the price of 489 Close commission (0.1%) = -£9.78 Losing Trade 26th May 513 / 514

Assuming the market went up, you sell 2000 CFDs at the price of 513 Close commission (0.1%) = -£10.26 Winning Trade Trade: 489 - 501 = -12pts x 2000 = -£240

Commission (open + close)

-9.78 + (-10.02) = -£19.80 Financing costs for 5 days at

82p per day = -£4.10** Total Loss of -£263.90

*Mid-price

The mid-price is 5.005, the mid-point between the buy and sell price **Financing cost calculation

(No of units x opening trade price x buy financing rate / 365 | (2000 x 5.01 x 3) / 365 = 82p per day | 5 days = £4.10 ***Total Profit

Profit gross of potential capital gains tax

Breakdown Breakdown

Trade:

513 - 501 = 12pts x 2000 = £240

Commission (open + close)

-10.02 + (-10.26) = -£20.28 Financing costs for 5 days at

82p per day = -£4.10** Total Profit of £215.62***

BUY SELL

BUY

SELL SELL BUY

You hold the position open for 5 days

* Underlying Market Spread

* Mid-price — The mid-price is 5.005, the mid-point between the buy and sell price

** Financing cost calculation — (No of units x opening trade price x buy fi nancing rate / 365) | (2000 x 5.01 x 3) / 365 = 82p per day x 5 days = £4.10 *** Total Profi t — Profi t gross of potential capital gains tax

CFD TRADING

SPREAD BETTING

• A CFD is a cash-settled investment based on currencies, commodities,

treasuries, indices and shares, providing economic benefi ts similar to an investment in an underlying asset without certain costs and limitations associated with physical ownership.

• A CFD is a leveraged product which has the potential to magnify profi ts as

well as losses. In the UK, CFD trades currently do not incur stamp tax duty charges, in contrast to trades in traditional fi nancial investments, such as equity securities.

• The Group’s clients can trade fractions of units per CFD and the Group

charges commission on CFD trades for equity shares and charges spreads for all other asset classes.

• The Group’s CFD products allow a client to take long or short positions.

• As a CFD is a leveraged product, the Group requires varying levels of margin

to be posted in respect of the full value of a client’s position. A key risk of leveraged trading is that losses can exceed any deposits.

• Margins vary depending on a client’s position and the type of instrument in

which the client invests.

• The Group’s spread betting products are offered exclusively in the UK

and Ireland as profi ts from spread betting are currently free from capital gains tax and stamp duty in these jurisdictions.

• Spread betting provides similar economic benefi ts to those experienced

when investing in an underlying asset, but without the costs and limitations associated with physical ownership.

• With a spread bet a client bets a specifi c stake size per point movement of

a product, rather than trading a specifi c number of shares or units.

• The Group’s spread betting products allow a client to take long or

short positions.

• The Group’s spread betting products are leveraged products. A key risk of

leveraged products is that losses can exceed deposits.

The spread bet

The CFD trade

PRODUCT FEATURES

ü

ü

ü

ü

ü

ü

(20 x 501.50 x 3) / 365 = 82p per day x 5 days = £4.10

Trade in assets including indices, shares, currencies, commodities and treasuries. Buy or sell depending on whether you think the price of an asset will go up or down. Buy or sell depending on whether you think the price of an asset will go up or down.

THE GLOBAL MARKET FOR LEVERAGED TRADING PRODUCTS

CMC Markets believes that the retail leveraged trading industry is an increasingly important part of the financial trading market across a number of financial asset classes.

Estimated c.£1.9 billion global revenue pool in 2014 which includes:

• c.£1.7 billion from trading by retail investors;

• c.£1.25 billion generated by five of the largest providers (including CMC Markets); • c.£450 million generated by the next 15 largest providers; and

• c.£200 million generated by more than 150 of the smallest providers.

CMC Markets believes that the global market can be segmented by the maturity of each country or region:

• Developed Markets: Established CFD markets, home to a number of providers with a good level of penetration of the customer base and high volumes traded daily. Includes markets of UK, Australia, Germany and Singapore.

• Developing Markets: Potential growth markets with relatively clear regulatory frameworks and few exchange or fund controls, but no well-established CFD market. Underlying growth in both penetration and the size of potential clients are expected in the future. Includes France, the rest of Western Europe, the Middle East and New Zealand.

• Undeveloped Markets: In the early stages of growth and have low but growing penetration, in addition to low levels of awareness and comprehension of CFDs. Includes South Africa and Central and Eastern Europe.

• Restricted Markets: Constrained by regulatory or other hurdles and where demand is limited to clients who can access providers through their international network. High revenue potential if conditions ease. Includes China, Russia, India and the majority of countries in Latin America.

KEY STRENGTHS OF OUR BUSINESS

Highly scalable, advanced technology – the Next Generation trading platform

• An industry-leading platform, with best-in-class products, features, tools, design and execution. • Designed and developed in-house by CMC Markets.

• Ranks highest for client satisfaction in 12 out of 18 satisfaction criteria including platform features, reliability of platform, execution speed and consistency of executing trades at quoted prices (source: Investment Trends: UK Leveraged Trading Report 2015).

Highly attractive “client-first” proposition

• A fully integrated, multi-language platform, which allows clients to receive real-time prices and trade all the products and financial instruments offered from a single account in a single currency.

• Breadth of product offering.

• Pricing aimed at being among the most competitive in the market, with volume based rebates.

• A range of free value-added services, including Reuters news, Morningstar research, technical charting packages and a client sentiment tool.

• Client education via demonstration accounts, free webinars, tutorials, in-person seminars and workshops. • Localised client service provided from regional offices.

• The allocation of a relationship manager to premium clients.

Strong global footprint

• Regulated offices in 14 countries, including key markets UK, Australia, Germany and Singapore. • Client base in over 70 countries.

• Global reach offers the ability to trade 24 hours a day, five days a week.

• As of 31 December 2015, CMC Markets had 46 partners and institutional clients in 17 jurisdictions.

Robust, comprehensive and effective risk management

• Comprehensive policies and procedures established to help effectively manage market risk, liquidity risk and transaction risk.

Experienced management team

• Senior team has extensive experience of the financial markets in which CMC Markets operates with a strong track record of working together to deliver optimal results.

2015 2014 2013 2013 2014 2015 2015 2014 2013 2013 2014 2015 CAGR: 16% CAGR: 117% 0 107 12% 36% 42% 12 16 13 44 60 122 144

Net operating income1 _{(£m) Underlying EBITDA}2 _(£m)

Underlying EBITDA margin3 _{Dividend paid in relation to the financial year (£m)}

2015 2014 2013 2013 2014 2015 2015 2014 2013 2013 2014 2015 CAGR: 16% CAGR: 117% 0 107 12% 36% 42% 12 16 13 44 60 122 144

Net operating income1 _{(£m) Underlying EBITDA}2 _(£m)

Underlying EBITDA margin3 _{Dividend paid in relation to the financial year (£m)}

2015 2014 2013 2013 2014 2015 2015 2014 2013 2013 2014 2015 CAGR: 16% CAGR: 117% 0 107 12% 36% 42% 12 16 13 44 60 122 144

Net operating income1 _{(£m) Underlying EBITDA}2 _(£m)

Underlying EBITDA margin3 _{Dividend paid in relation to the financial year (£m)}

OUR STRATEGY AND FINANCIAL PERFORMANCE

CMC Markets has a track record of strong, profi table organic revenue and margin growth over the last three years, which demonstrates the strength and stability of the Group’s business model. Financial and operational performance has signifi cantly improved as a result of initiatives introduced in 2012 and 2013.

Future dividends

CMC Markets intends to pay annual dividends, based on a targeted dividend payout ratio of 50 per cent of the Company’s consolidated annual underlying post-tax profi t from its ongoing business.

Our strategy

1. Consolidate a leading position in our key markets

• Continually strive to deliver best-in-class client service, product and technological innovation, breadth of product offering and quality and speed of execution.

• Increase client acquisition through digital channels and improved online visibility, improved client on-boarding and focused client conversion and engagement.

• Focus on premium clients, and expand the product offering to capture new clients and become a “one stop shop” for all clients.

2. Optimise digital marketing

• Signifi cantly increase the expenditure assigned to digital marketing across search, affi liate and display channels, to reach clients in markets we have not focused on targeting historically. • Expected to increase the number of new active clients and

reduce the marginal acquisition cost of new clients.

3. Further expand our international reach

• Further expand international operations, having recently opened two new offi ces in Poland and Austria and with options for additional sales offi ces being constantly under review. • Improve performance in existing under-performing countries

such as France and Italy while also quickly building a presence in more recently opened jurisdictions.

• Offer new products in countries where CFDs and spread betting are not available or not permitted.

4. Continue to deliver product and technological innovation

• Continue to invest in the enhancement and support of our online technology.

• Use trading trends from our platform and client feedback to make decisions about product innovation that will help to optimise the positioning and range of our offering.

5. Grow through partnership arrangements

• Continue to form relationships with fi nancial fi rms offering services in complementary markets in order to increase our market reach. 2015 2014 2013 2013 2014 2015 2015 2014 2013 2013 2014 2015 CAGR: 16% CAGR: 117% 0 107 12% 36% 42% 12 16 13 44 60 122 144

Net operating income1 _{(£m) Underlying EBITDA}2 _(£m)

Underlying EBITDA margin3 _{Dividend paid in relation to the financial year (£m)}

Notes:

1. Net operating income = Total income after the impact of rebates and levies

2. Underlying EBITDA = Earnings before interest, tax, depreciation and amortisation, impairment of intangible assets and exceptional items 3. Underlying EBITDA margin is calculated using net revenue

4. CAGR = compound annual growth rate 5. Dividends = dividends paid during fi nancial year

OUR EXECUTIVE DIRECTORS

David Fineberg

Group Director of Trading

Joined CMC Markets in 1997 on the trading desk. Became Western Head of Trading in 2007, Group Head of Trading in 2012 and Group Director of Trading in 2014.

Grant Foley

Chief Financial Offi cer and Head of Risk

Joined CMC Markets in 2013. A Chartered Accountant (FCA) with almost 20 years’ experience including operational and board positions at Coutts & Co, Prudential Bache, Nomura and Arbuthnot Securities.

Peter Cruddas

Founder and Chief Executive Offi cer

Founded CMC Markets and became its CEO in 1989. Executive Chairman 2003 to 2012. Became CEO once more in 2013.

Risk factors

There are a number of risks that may affect the value of your investment should any offer proceed (potential investors should refer to the full prospectus expected to be published by CMC Markets in due course), including, among others, the following:

• CMC Markets may incur losses as a result of market, liquidity or credit risk, or may be negatively affected by a signifi cant macroeconomic market event.

• The industry in which CMC Markets operates is highly regulated and the applicable rules and regulations relating to its products may be subject to signifi cant change, which may result in CMC Markets’ products being prohibited or restricted in certain jurisdictions or CMC Markets being subject to civil or criminal sanctions, unable to claim sums due from clients or needing to cease or signifi cantly alter its business in those jurisdictions.

• Changes in tax law could adversely affect CMC Markets’ profi tability.

• CMC Markets’ existing regulatory authorisations for its operations could be withdrawn, and it may be unable to obtain necessary authorisation to expand its business into new jurisdictions.

• Systems failures could harm CMC Markets’ business and result in a lack of confi dence in its services or a loss of existing clients to its competitors.

• There can be no assurance that CMC Markets will be successful in rolling out new products that are required to keep pace with technological changes and changes in its clients’ requirements.

• The majority shareholders will retain a signifi cant interest in the company following the IPO and their interests may differ from those of the other shareholders.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THESE MATERIALS ARE NOT FOR PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION OUTSIDE THE UNITED KINGDOM.

Prices of shares may go down as well as up and in the worst case you could lose all of your investment.

This advertisement does not constitute an offer or recommendation concerning the shares referred to in this advertisement.

The securities of CMC Markets plc (the “Company”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States or to U.S. persons as defi ned by Regulation S under the Securities Act absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offering of the securities in the United States.

The contents of this advertisement, which have been prepared by and are the sole responsibility of the Company, have been approved solely for the purposes of section 21 of the Financial Services and Markets Act 2000 by Morgan Stanley & Co. International plc. Morgan Stanley & Co. International plc, whose registered offi ce is 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom, is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Morgan Stanley & Co. International plc is acting exclusively for the Company and for no-one else in relation to or in connection with the potential offer of shares in the Company and will not be responsible to anyone other than the Company for providing protections afforded to clients of Morgan Stanley & Co. International plc or for providing advice in relation to any offer or any matter referred to in this advertisement. This approval relates solely to the promotion of material in connection with the share offer and does not extend to the promotion of the CMC Markets products.