IG : Proposed Articles of Association (tracked)

No. 4677092

The Companies Act 2006

Company Limited by Shares

ARTICLES OF ASSOCIATION

adopted by Special Resolution passed on [20 September 2023]22 September 2021

of

IG GROUP HOLDINGS PLC

(incorporated on 25 February 2003)

The Companies Act 2006

Company Limited by Shares

Articles of Association

adopted by Special Resolution passed on [20 September 2023]22

September 2021of

IG Group Holdings plc

Preliminary

1. Default Articles not to apply
   Neither the regulations in The Companies (Model Articles) Regulations 2008 nor Table A in The Companies (Tables A to F) Regulations 1985 nor any other articles or regulations prescribing forms of articles which may apply to companies under the Legislation or any former enactment relating to companies shall apply to the Company.
2. Interpretation
   In these Articles (if not inconsistent with the subject or context) the words and expressions set out in the first column below shall bear the meanings set opposite to them respectively:

"Admission"	The admission of the Ordinary Shares in issue at the date of
	adoption of these Articles to the Official List and to trading on
	the London Stock Exchange.
"B Shareholders"	The holders of B Shares in the capital of the Company.
"B Shares"	The B Shares of 0.001 pence each in the capital of the
	Company, having the rights attaching to them as set out in
	these Articles.
"clear days"	Means a period of notice of the specified length excluding
	the day of the meeting and the day on which the notice is
	given.
"combined physical and	means a General Meeting convened and held in accordance
electronic General	with these Articles and which persons may attend either at a
Meeting"	physical place of meeting or via an electronic platform.
the "Company"	IG Group Holdings plc.

A51862345

1

"Controller"	Any person:
	(a)	who either alone or with any connected person is
		entitled to exercise, or to control the exercise of, 10
		per cent. or more of the voting power at any general
		meeting of the Company or of another body
		corporate by which it is controlled; or
	(b)	in accordance with whose directions or instructions
		(either alone or with those of any connected person)
		the directors of the Company are accustomed to act;
	and "control" is construed accordingly.
the "CREST Regulations"	The Uncertificated Securities Regulations 2001.
"Deferred Redeemable	The holders of Deferred Redeemable Shares in the capital
Shareholders"	of the Company.
"Deferred Redeemable	The Deferred Redeemable Shares of £0.001 pence each in
Shares"	the capital of the Company, having the rights attaching to
	them as set out in these Articles.
the "Directors"	The board of directors of the Company from time to time.
"electronic platform"	means any form of electronic platform or facility and
	includes, without limitation, website addresses, application
	technology and conference call systems.
"ESOT"	The IG Group Limited Employee Benefit Trust.
"Excess Shares"	The shares which are required to be disposed of under a
	Mandated Disposal to cause a Controller to cease to be
	such.
the "Financial Conduct	The Financial Conduct Authority (or any successor body)
Authority"	from time to time in its capacity as competent authority
	under the Financial Services and Markets Act 2000.
"in writing"	Written or produced by any substitute for writing (including
	anything in electronic form) or partly one and partly another.
"Legislation"	means the Companies Acts, the CREST Regulations and
	every other enactment for the time being in force concerning
	companies and affecting the Company.
"Liquidation"	The making of a winding-up order by the Courts or the
	passing of a resolution by the members that the Company
	be wound-up.
"London Stock	London Stock Exchange plc.
Exchange"
"Mandated Disposal"	means the sale and transfer of such number of Specified
	Shares as will cause a Controller to cease to be such, not
	being a sale or transfer to another Controller or a sale and
	transfer which constitutes any other person a Controller.
"month"	Calendar month.

A51862345

2

External Communication - Disclose with care

"Office"

the "Official List"

"Ordinary Shareholders"

"Ordinary Shares"

"Operator"

"Operator-instruction"

"paid"

"participating security"

"physical General Meeting"

"Preference Shareholder"

"Preference Shares"

"present"

"Register"

"Redemption Date"

"relevant system"

"Seal"

"Securities Seal"

"Shareholder"

The registered office of the Company for the time being.

The official list maintained by the Financial Conduct Authority (or any successor body).

The holders of Ordinary Shares in the capital of the Company.

The Ordinary Shares of £0.005 pence each in the capital of the Company, having the rights attaching to them as set out in these Articles.

CRESTCo Limited or such other person as may for the time being be approved by H.M. Treasury as Operator under the CREST Regulations.

A properly authenticated dematerialised instruction attributable to the Operator.

Paid or credited as paid.

A security title to units of which is permitted by the Operator to be transferred by means of a relevant system.

means any General Meeting which persons may attend only at a physical place of meeting.

The holders of Preference Shares in the capital of the Company.

The Preference Shares of £1.00 each in the capital of the Company, having the rights set out in these Articles.

means, for the purposes of a physical General Meeting, present at a physical place of meeting or, for the purposes of a combined physical and electronic General Meeting, either present at a physical place of meeting or present by attending via an electronic platform.

The register of members of the Company.

The date of any redemption of Preference Shares pursuant to Article 145.4.

A computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument pursuant to the CREST Regulations.

The Common Seal of the Company.

An official seal kept by the Company for sealing securities issued by the Company, or for sealing documents creating or evidencing securities so issued, as permitted by the Companies Acts.

A member of the Company.

A51862345

3

External Communication - Disclose with care

"Shares"

"Specified Shares"

"Statutes"

"Subscription Price"

"these Articles" "Transfer Office" "Trustee"

the "United Kingdom"

"year"

The Ordinary Shares, the Preference Shares, the B Shares, the Deferred Redeemable Shares and (i) any shares in the capital of the Company issued in exchange for those Shares or by way of conversion or reclassification of those Shares and (ii) any shares in the capital of the Company representing or deriving from those Shares as a result of an increase in, reorganisation or variation of the capital of the Company.

Shares comprised in the interest of a Controller or of a person referred to in Article 39.

The Companies Acts, the CREST Regulations and every other enactment for the time being in force concerning companies and affecting the Company.

In relation to any Share, the amount paid up or credited as paid up thereon (including the full amount of any premium at which such Share was issued whether or not such premium is applied for any purpose thereafter).

These Articles of Association as from time to time altered.

The place where the Register is situate for the time being.

Computershare Trustees (Jersey) Limited (or any successor entity appointed as Trustee from time to time) in its capacity as trustee of the Group's ESOT.

The United Kingdom of Great Britain and Northern Ireland.

Calendar year.

The expression "address" shall include any number or address (including, in the case of any Uncertificated Proxy Instruction permitted under Article 71, an identification number of a participant in the relevant system) used for the purposes of sending or receiving notices, documents or information by electronic means and/or by means of a website.

The expression "Companies Acts" shall have the meaning given thereto by Section 2 of the Companies Act 2006 but shall only extend to provisions which are in force at the relevant date.

The expression "Company Communications Provisions" shall have the same meaning as in the Companies Acts.

The expressions "debenture" and "debenture holder" shall respectively include "debenture stock" and "debenture stockholder".

The expressions "hard copy form", "electronic form" and "electronic means" shall have the same respective meanings as in the Company Communications Provisions.

The expression "officer" shall include a Director, manager and the Secretary, but shall not include an auditor.

A51862345

4

External Communication - Disclose with care