Good morning and good afternoon, everyone. I'm Sarah Ing, the Senior Independent Director of Marex. Unfortunately, Robert Pickering, the Chairman of Marex, is unable to attend the annual general meeting in person as he is recovering from an operation. I've therefore been nominated by your directors to preside as chair of today's meeting. Thank you all for attending our annual general meeting. I'd like to acknowledge the presence of our board members and welcome our shareholders and any other guests joining us on the line. A special thank you to our team for organizing this event, our second AGM as a listed company. We'll start the meeting with a few words from me, following which I'll hand over to our Chief Executive, Ian Lowitt, who will give you an overview of our performance in 2025 and into the first quarter of 2026.
We will then move on to the resolutions for approval at the meeting. Before we begin, I'd like to highlight that certain matters discussed in today's annual meeting are forward-looking statements relating to future events, transactions, and management's plans and objectives for the business, and are subject to risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements. The risk factors that may affect results are referred to in the company's annual report on Form 20-F for the fiscal year ended December 31st, 2025, filed with the Securities and Exchange Commission. The forward-looking statements made today are as of the date of this meeting, and the company does not undertake any obligation to update these forward-looking statements. Finally, the speakers may refer to certain adjusted or non-IFRS financial measures at this meeting.
Two years since our IPO, Marex continues to deliver on the promises it made to investors when it came to the market, reporting another year of record profits in 2025. The markets in which we operate remain attractive. Global appetite for sophisticated risk management tools continues to be strong, and trading volumes continue to climb, driven by increased volatility and geopolitical uncertainty. While geopolitical uncertainty and conflict in the Middle East creates market turbulence, Marex continues to support its clients with strong growth across all its businesses. We have continued to demonstrate the strength of the platform we have created and how it can deliver consistent growth across a range of different market conditions. We have maintained a strong balance sheet with ample surplus capital and liquidity to satisfy regulators and support our investment-grade credit rating.
At the same time, we have continued to apply a great deal of effort to understanding and controlling the risks that our business entails, and to ensuring that we operate within our board-approved risk appetite. I'm incredibly excited by the range of opportunities ahead of us. The markets in which we operate are already huge and have the potential to become larger still. We have plenty of room to grow, both organically and by acquisition. We are very focused on how we deploy technology, particularly artificial intelligence, to streamline processes, improve margins, and ensure that our clients receive the best possible service. I will now invite our CEO, Ian Lowitt, to give an overview of the past year and the highlights for Marex.
Thank you, Sarah. Looking back to 2025, Marex delivered another year of strong growth and record financial performance, reflecting our strengthening competitive position, supportive market conditions, and the increasing scale, diversification, and resilience of our platform. Revenue for the year increased by 27% to over $2 billion, while adjusted profit before tax grew by 30% to $418 million. Reported profit before tax increased 39% to almost $412 million, and return on equity improved to 27.6%. Earnings per share rose 39% to $4.12 per share. Our long-term growth trajectory is impressive. We have grown adjusted profit before tax every year for more than a decade. Over the past years, adjusted profit before tax has increased sevenfold from $61 million in 2020 to $418 million in 2025. I'm very proud of this consistent performance across various market environments.
We have just announced a record first quarter performance, and I'm pleased to say that April has continued the momentum we experienced in Q1, meaning that we have seen a strong start to the year in 2026. As Sarah mentioned, it is just over two years since our IPO in April 2024, and looking back at how we described Marex then highlights just how much we have achieved in a short period. More important than the outperformance itself is understanding why we have grown so much faster than expected, as that informs how we think about the next phase of our growth. Our goal has always been to build a resilient business capable of sustained double-digit growth across market environments. Since IPO, we have delivered that consistently with every quarter ahead of the prior year.
That consistency is a clear indicator of how much the firm has strengthened and underpins our confidence in the future. At IPO, we outlined a strategy focused on diversification by product and geography through four interconnected services addressing a large $70 billion market with strong competitive advantages and long-term structural growth. We also highlighted disciplined M&A as a way to augment organic growth, forecasting around 12% annual growth with high confidence. Since then, performance has materially exceeded those expectations. This outperformance was not driven by more favorable markets, but by factors we did not fully appreciate. The increased importance of Prime following the acquisition of Cowen from TD, our success scaling with the largest institutional clients, and M&A proving a far more powerful earnings lever than we anticipated.
Okay.
While the strategy is unchanged, it is now expressed through a broader set of capabilities, a more infrastructure-led mix, greater scale, and an expanded opportunity set. I'd now like to hand back to the Chair of the Meeting, Sarah Ing.
Thank you, Ian, and a big thank you from me and the rest of the board to you, the management team, and indeed all our employees for your hard work and commitment, which has been translated into these outstanding results. Moving on to the formal business of the annual general meeting, I can confirm that there is a quorum present, and we can proceed. The notice of the annual general meeting, which was published on the 10th of April 2026, sets out the business to be considered at today's meeting and the wording of the resolutions to be voted on. You should have received or been given access to the notice for today's meeting. There are 15 resolutions for the meeting to consider and vote on today.
Resolutions 1 to 12 inclusive, 14 and 15 are proposed as ordinary resolutions. For each of these resolutions to be passed, more than half of the votes cast must be in favor of the resolution. Resolution 13 is proposed as a special resolution. For it to be passed, at least three-quarters of the votes cast must be in favor of the resolution. The full text of each of these resolutions and a brief explanation of each can be found in your notice of meeting. With your permission, I will take the notice as read. Thank you. Before I put the resolutions to the meeting, I would like to give shareholders the opportunity to ask any questions on any matters relevant to the business before the meeting today. Are there any questions? Okay. Moving on, we now come to the resolutions before the meeting.
The voting on each resolution today will be by way of poll. Voting by way of a poll is required by the Company's Articles of Association and is in line with corporate governance best practice. Therefore, in my capacity as chair of this meeting, I'm formally calling for a poll on the resolutions in accordance with Article 64 of the Company's Articles of Association. We will now proceed to the poll, and I hereby put all of the resolutions set out in the notice to the meeting. I would reiterate that the board believes all the resolutions to be in the best interests of the company and its shareholders as a whole. We therefore unanimously recommend that you vote in favor of the resolutions. Please would all shareholders, proxy holders, and corporate representatives complete their poll card.
Please write your name in block capitals at the top of the card, and then put a cross in one of the three boxes for, against, or vote withheld in respect of each resolution listed. Please note that if you choose to put a cross in the vote withheld box, your vote has no legal effect and will not be counted as a vote in the total of votes cast for and against the resolution. If you've already sent in a form of proxy appointing another person present at the meeting to vote on your behalf, you do not need to complete a poll card unless you wish to vary your original vote. In this circumstance, any vote cast by you will override any vote cast by your appointed proxy.
If you have any questions about the voting procedure or completing your poll card, our Marex staff present in the room will be very happy to help you. Most shareholders will have already submitted their votes by proxy in advance of the meeting and have appointed me, as chair of the meeting, as their proxy to cast their votes on their behalf. If you are attending the meeting in person and wish to change your vote, will you now please mark your poll cards to record your votes for each of the resolutions as set out in the notice of the meeting. Thank you. For those attending the meeting in person, please ensure that all completed poll cards are handed to a Marex representative. I now declare the polls closed. Based upon the preliminary vote total, each of the resolutions has passed.
The final voting results will be announced through the filing of the Form 6-K with the Securities and Exchange Commission and will be published on our website as soon as reasonably practicable following the close of today's meeting. We have now concluded the formal business of the 2026 annual general meeting, and the meeting is now closed. I would like to thank all of those who have attended the meeting today and those who have viewed the meeting online. We will shortly move to the court meeting and general meeting, which will consider the proposed introduction of a new Bermuda-incorporated holding company to the Marex Group by way of a scheme of arrangement and a related reduction of capital. If the scheme becomes effective, this will be the last AGM for the U.K.-incorporated Marex Group plc.
The proposals under the scheme will be explained in further detail in the meetings that follow. Thank you.
[Break]
Good morning and good afternoon, everyone. I'm Ian Lowitt, the Chief Executive of Marex. Following the conclusion of our AGM for 2026, we'll proceed to today's court meeting. We shall consider the proposed introduction of a new Bermuda-incorporated holding company of the Marex Group, incorporated with the name Marex Group Limited, which I will refer to as New Marex, by way of a scheme of arrangement and a related reduction of capital. These proposals were described in full in the circular sent to shareholders on the 10th of April 2026. I propose to take the circular, which includes the notice of court meeting as read. I'm now pleased to open the court meeting, which I confirm to be properly constituted and quorate. Before turning to the specific business of the court meeting, I should like to explain the purpose of this meeting.
The court meeting has been convened by an order of the court and will consider a single resolution to approve the scheme of arrangement to introduce the new holding company. The resolution before the court meeting must be passed in order for the proposals to proceed. I will now talk about the proposals and the business to be transacted at the court meeting in a little more detail. There will then be an opportunity for shareholders to ask questions on the resolution proposed. As mentioned earlier, it is proposed that a new Bermuda-incorporated company, New Marex, be inserted as the new holding company for the group by way of a scheme of arrangement. If the scheme becomes effective, New Marex will own all of the ordinary shares in Marex, which will become a direct subsidiary of New Marex.
Marex ordinary shareholders will be issued with ordinary shares in New Marex, equivalent in number to your existing holding of shares in Marex. The New Marex ordinary shares will be admitted to listing on Nasdaq under the symbol MRX in substitution of your existing shares in the company that are currently listed. In order for the scheme to become effective, it requires the sanction of the court. If the scheme is approved by shareholders today, the court hearing to sanction the scheme will take place after the other conditions set out in part two of the circular are satisfied or where capable of waiver, waived. This is expected to take place in the second half of this year. The scheme will become effective shortly after the court hearing to sanction the scheme.
The New Marex ordinary shares will be admitted to listing on Nasdaq in substitution of your existing shares in the company that are currently listed on the same day. I do not intend to go through all of the terms of the proposals as these were set out in some length in the circular you have received. However, I would like to remind you of the reasons for the board's recommendation. At present, our parent company, Marex Group plc, is incorporated in England and Wales and is a foreign private issuer listed on Nasdaq in the U.S. Compliance with both English corporate law and Nasdaq and SEC rules in the U.S. has resulted in considerable additional legal and administrative burdens for the group.
The proposed redomiciliation of our parent company to Bermuda is designed to reduce these legal and administrative burdens, while at the same time giving us the opportunity to reorganize our group in order to simplify our corporate structure and regulatory framework. Following the implementation of the scheme, New Marex ordinary shares will be listed on Nasdaq. The group will continue to be owned by a U.K. tax resident holding company, albeit one incorporated in Bermuda, and there will be no impact on the group's presence or the business operations. The board considers the proposed redomiciliation of the Marex Group parent company and connected corporate reorganization to be fair and reasonable and in the best interests of the group and its shareholders as a whole.
We recommend that shareholders vote in favor of the resolution to implement the proposed transaction at the current court meeting, and each member of the board has indicated that they will vote their Marex ordinary shares in favor of the proposed transaction. We'll explain the formal business of the court meeting as set out in the notice of court meeting, which was contained in the circular. The court meeting will consider a single resolution to approve the scheme of arrangement to create a new Bermuda-incorporated holding company of the group, referred to as New Marex. Before I continue with the court meeting resolution, I would like to give shareholders the opportunity to ask any questions on any matters relevant to the business before the meeting today. Are there any questions? Moving on. I now put to you for approval the scheme of arrangement.
The vote on this resolution will be conducted by way of a poll, so that each shareholder who is present in person or by proxy is entitled to one vote for each ordinary share held. The statutory majority required to approve the scheme of arrangement is a majority in number of voting shareholders present in person or by proxy, representing not less than 75% of the nominal value of shares held by the voting shareholders. I would reiterate that the board believes this scheme to be in the best interest of the company and its shareholders as a whole. We therefore unanimously recommend that you vote in favor of the following resolution, which I now formally put to the meeting.
That this meeting approves, with or without modification, the scheme of arrangement dated 10 April 2026 between the company and the holders of its scheme shares, a copy of which has been submitted to this meeting and for the purpose of identification, signed by the chairman. Please can I now ask all shareholders, proxy holders, and representatives of corporate shareholders to complete the court meeting poll card, which was given to you at registration. Please write your name and address in block capitals at the top of the card and then sign in one of the two boxes for or against. Please sign in one box only.
If you need a poll card, please raise your hand and one will be brought to you. If you have already sent in a form of proxy directing another person present at the meeting to vote on your behalf, you do not need to complete a court meeting poll card unless you wish to change your original vote. In this circumstance, any vote cast by you will override any vote cast by your appointed proxy. If you have any questions about the voting procedure or completing your court meeting poll card, our Marex staff present in the room will be very happy to help you at the end of the meeting. Most shareholders will have already submitted their votes by proxy in advance of the meeting and have appointed me as their proxy to cast their votes on their behalf.
If you are attending the meeting in person and wish to vote or change your vote, will you now please mark your poll card to record your vote for the resolution as set out in the notice of court meeting. Thank you. For those attending the meeting in person, please ensure that all completed poll cards are handed to a Marex representative. I now declare the polls closed. Based upon the preliminary vote totals, the resolution has passed. The final voting results will be announced through the filing of a Form 6-K with the Securities and Exchange Commission and will be published on our website as soon as reasonably practicable following the close of today's meeting. Ladies and gentlemen, that concludes our meeting. Thank you. We will now wait until the appointed time of 2:15 P.M. London time to open the general meeting.
[Break]
Good morning and good afternoon, everyone. I'm Sarah Ing, the Senior Independent Director of Marex. Following the conclusion of our court meeting, we will proceed to today's general meeting, which will consider five resolutions relating to the legal and technical steps to implement the scheme of arrangement and a related reduction of capital. These proposals were described in full in the circular sent to shareholders on the 10th of April 2026. I confirm that the general meeting is properly constituted and quorate, and with your agreement, I propose to take the circular, which includes the notice of general meeting as read. Thank you. Before turning to the specific business of general meeting, I should like to explain the purpose of this meeting. The general meeting has been convened by Marex Group plc under its articles of association.
It will consider and, if thought fit, pass resolutions to approve the proposals and various matters relating to them, as set out in the circular you have received. The resolutions before the general meeting must be passed in order for the proposals to proceed. Now I will explain the formal business of the general meeting as set out in the notice of general meeting, which was contained in the circular, and I shall briefly discuss each resolution in turn. There will then be an opportunity for shareholders to ask questions on the resolutions proposed. All of the resolutions at the general meeting are being proposed as special resolutions. The purpose of Resolution One is to approve the scheme and give the board the authority to carry out the procedural actions necessary to implement the scheme.
The purpose of Resolution Two is to approve the scheme reduction of capital associated with the cancellation and extinguishment of the scheme shares. The purpose of Resolution Three is to amend the company's articles to deal with certain matters relating to the scheme of arrangement and to ensure that no one other than New Marex and/or its nominees is left with ordinary shares in the company after dealings in such shares have ceased on Nasdaq. Resolution Four proposes that subject to scheme reduction of capital taking effect, the reserve created by the reduction will be used by the company to issue and allot new ordinary shares and new deferred shares to New Marex, equal in number to the canceled scheme shares.
Resolution Five seeks approval of the reduction of the share capital of the company to take effect prior to the scheme by canceling and extinguishing 4,129,434 of the Marex deferred shares, leaving only two Marex deferred shares. Before I continue with the general meeting resolutions, I would like to give shareholders the opportunity to ask any questions on any matters relevant to the business before the meeting today. Are there any questions? I will now put to each of the resolutions set out in the notice of general meeting to the vote. Voting at this meeting will be conducted by way of a poll so that each shareholder who is present in person or by proxy will be able to cast one vote for each share held.
The majority required for passing the resolutions, which are being proposed as special resolutions, is 75% of the votes cast in person or by proxy at this meeting. I would reiterate that the board believes all resolutions to be in the best interest of the company and its shareholders as a whole, and each member of the board has indicated that they will vote their Marex ordinary shares in favor of the proposed transaction. We therefore unanimously recommend that you vote in favor of the resolutions. Please would all shareholders, proxy holders, and corporate representatives complete their general meeting poll card. Please write your name and address in block capitals at the top of the card, and then put a cross in one of the three boxes, for, against, or vote withheld, in respect of each resolution listed.
Please note that if you choose to put a cross in the vote withheld box, your vote will not be counted as a vote in the total of votes cast for and against the resolution. If you have already sent in a form of proxy appointing another person present at the meeting to vote on your behalf, you do not need to complete a general meeting poll card unless you wish to vary your original vote. In this circumstance, any vote cast by you will override any vote cast by your appointed proxy. If you have any questions about the voting procedure or completing your general meeting poll card, our Marex staff present in the room will be very happy to help you.
Most shareholders will have already submitted their votes by proxy in advance of the meeting and have appointed me as their proxy to cast their votes on their behalf. If you are attending the meeting in person and wish to vote or change your vote, will you now please mark your poll card to record your vote for each of the resolutions as set out in the notice of general meeting. Thank you. For those attending the meeting in person, please ensure that all completed poll cards are handed to a Marex representative. I now declare the polls closed. Based upon the preliminary vote totals, the resolutions have passed. The final voting results will be announced through the filing of a Form 6-K with the Securities and Exchange Commission and will be published on our website as soon as reasonably practicable following the close of today's meeting.
Ladies and gentlemen, that concludes our general meeting and the meeting is now closed. I would like to thank all of those who have attended the meetings today and those who have viewed the meeting online. Thank you.
That concludes today's meeting and conference call. We do thank you for joining. You may now disconnect your lines.