THIS DOCUMENT (THE “PROPOSAL”) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

MF GLOBAL UK LIMITED (IN SPECIAL ADMINISTRATION)

AND EACH OF ITS CVA CREDITORS (as defined herein)

IN CONNECTION WITH THE ADMINISTRATORS’ PROPOSAL FOR

A COMPANY VOLUNTARY ARRANGEMENT

Under Part I of the Insolvency Act 1986

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PROPOSAL DATE: 23 November 2017

The action required to be taken by you is set out in Part B (Voting, Elections and Proving) of Section 1 (The Proposal) of this Proposal.

Formal notices of the Creditors’ Meeting and Members’ Meeting to approve the Statement of Proposals Amendments and the CVA, and a Proxy Form for voting at these meetings and making certain elections under the CVA, are included within this Proposal.

The Nominees are summoning the Creditors’ Meeting for 12:00 p.m. (London time) on Tuesday 12 December 2017 and the Members’ Meeting will commence at 3:30 p.m. on the same day.

The meeting is proposed to be held by way of virtual meeting, for which you can pre-register using the following website: https://cossprereg.btci.com/prereg/key.process?key=P94UG8UBW. Note that the meeting may be suspended or adjourned by the Chairman (and must be adjourned if it is so resolved at the meeting).

Notwithstanding the above, the Administrators understand that one or more creditors of the Company (together holding an amount exceeding 10% in value of the aggregate creditor claims against the Company) intend to request a physical meeting, to be held on the date set out above. Should this be the case, the Administrators will confirm the details of the physical meeting in a further notice to the creditors (at least 7 days before the date of the meeting).

However, in order to give as much advance notice as possible, it is expected that the meeting will be held at The Connaught Rooms, 61-65 Great Queen Street, London, WC2B 5DA. Creditors may, in advance of the Creditors’ Meeting, request the Nominees to be permitted to attend the physical meeting remotely. Further details will be included in the further notice.

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IMPORTANT NOTICE

This document has been prepared by the Administrators solely to inform the creditors and members of the Company of a proposal for a company voluntary arrangement between the Company and its CVA Creditors under Part I of the Insolvency Act on the terms set out in this Proposal.

Nothing in this Proposal should be relied upon for any other purpose, including in connection with any investment decision in relation to any debt, securities or any other financial interest of the Company or any of its subsidiaries, including any decision to buy or sell any debt, securities or other financial interest. Any parties making such investment decisions should rely on their own enquiries prior to making such decisions and neither the Administrators nor the Company assume any duty of care to any party seeking to rely on this Proposal for those purposes.

Creditors and members should review this Proposal in detail. If you are in any doubt as to the action you should take in connection with this Proposal, or the tax or other consequences of this Proposal for you, you should contact your legal, tax or other professional advisers.

It is possible that the proposed CVA may not be approved by the requisite majority of the creditors of the Company. The Administrators make no representation and give no warranty or undertaking that the proposed CVA in the form described in this Proposal will be implemented within the proposed timescale outlined in this Proposal, or at all, or that the proposed CVA may not be amended, revoked or superseded after it has been approved.

The information contained in this Proposal has been prepared by the Administrators. The Administrators are unable to warrant or represent the accuracy or completeness of any information provided by any third party. No representations are made by any person with respect to the tax consequences of the CVA for any creditor of the Company.

This Proposal contains certain statements and statistics that are or may be forward-looking. The accuracy and completeness of such statements is not warranted or guaranteed. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Although the Administrators believe that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove correct.

Without limiting the generality of the immediately preceding paragraph, all statements contained in this Proposal in relation to estimated outcomes for creditors are illustrative only and they cannot be relied upon as guidance as to the actual outcomes for creditors.

Unless otherwise indicated, the statements contained in this Proposal are made as at 21 November 2017 and reflect the circumstances and the information of which the Administrators were aware at that time. Statements in respect of financial information are stated as at 30 September 2017, unless specifically stated otherwise.

The Administrators have not authorised any person to make any representations concerning the CVA which are inconsistent with the statements contained in this Proposal, and if such representations are made, they may not be relied upon as having been so authorised.

This document does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale or distribution of assets pursuant to the CVA in any jurisdiction in which such offer or sale is not permitted.

The availability of the terms of this Proposal to persons resident in, or citizens of, jurisdictions outside of the UK may be affected by the laws of the relevant jurisdictions of such persons. Persons who are not resident in the UK should inform themselves about and observe any applicable domestic requirements. It is the responsibility of each of the recipients of this document to satisfy themselves as to the full observances of the laws of the relevant jurisdiction(s), including the obtaining of any government exchange control or other

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consents which may be required, or compliance with any other necessary formalities which are required to be observed, and the payment of any issue, transfer or other taxes due in such jurisdiction(s).

The Administrators have prepared this Proposal as agents for and on behalf of the Company. Neither they, their firm, nor its members, partners, directors, officers, employees nor any of their respective agents, advisers or representatives shall incur any personal liability whatsoever under or in relation to this Proposal including (without limitation) in respect of any of the obligations undertaken by the Company; or in respect of any failure on the part of the Company to observe, perform or comply with any such obligations; or under or in relation to any associated arrangements or negotiations; or under any document or assurance made pursuant to this Proposal. The exclusion of liability set out in this paragraph shall arise and continue notwithstanding the termination of this Proposal and shall operate as a waiver of any claims in tort as well as under the laws of contract but excluding fraud or wilful misconduct.

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DOCUMENTS AVAILABLE

The following documents should be downloaded from the Administrators’ Website (www.kpmg.co.uk/mfglobaluk):

(1) this Proposal (including a summary of the Company’s statement of affairs);

(2) the Notice of Creditors’ Meeting and/or the Notice of Members’ Meeting (as applicable); and

(3) a Proxy Form (to make elections under the Proposal and vote at the Creditors’ Meeting).

IF YOU ARE UNABLE TO DOWNLOAD ANY OF THE DOCUMENTS LISTED ABOVE, OR WOULD LIKE TO RECEIVE A HARD COPY OF ANY OF THE DOCUMENTS LISTED ABOVE, PLEASE CONTACT ALEX WATKINS:

(A) BY EMAIL AT MFGLOBALCLAIMS@KPMG.CO.UK;

(B) BY POST AT MF GLOBAL UK LIMITED (IN SPECIAL ADMINISTRATION) C/O KPMG LLP, 15 CANADA SQUARE, CANARY WHARF, LONDON, E14 5GL; OR

(C) BY PHONE ON +44 (0)20 7785 0308.

DETAILS OF HOW TO VOTE AT THE MEETING AND HOW TO MAKE ELECTIONS UNDER THE PROPOSAL ARE CONTAINED IN PART B (VOTING, ELECTIONS AND PROVING) OF SECTION 1 OF THIS PROPOSAL.

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TABLE OF CONTENTS

PAGE SECTION 1: THE PROPOSAL .................................................................................................................. 1

Part A: Introduction ................................................................................................................................................... 1

1 Background ............................................................................................................................................. 1

2 Summary of the Proposal ........................................................................................................................ 4

3 Opinion of the Administrators ................................................................................................................ 6

4 Anticipated Timetable for implementing the CVA ............................................................................... 10

5 What is a Company Voluntary Arrangement? ...................................................................................... 11

6 Which Creditors are affected? .............................................................................................................. 12

7 Summary of Process for Creditors’ and Members’ Meetings ............................................................... 12

Part B: Voting, Elections and Proving ................................................................................................................... 14

8 Voting Instructions for Creditors .......................................................................................................... 14

9 Election Instructions for Creditors ........................................................................................................ 15

10 Proving in the Administration ............................................................................................................... 15

Part C: Main Financial Indebtedness and Assets .................................................................................................. 18

11 Company Financial Information ........................................................................................................... 18

12 Remaining Assets ................................................................................................................................. 18

13 Remaining Liabilities ............................................................................................................................ 24

14 Estimated Outcome ............................................................................................................................... 27

SECTION 2: TERMS OF THE COMPANY VOLUNTARY ARRANGEMENT ................................ 29

Part A: Introduction ................................................................................................................................................. 29

1 Definitions and Interpretation ............................................................................................................... 29

2 Immediately Effective Provisions of the CVA ..................................................................................... 29

3 Conditions Precedent ............................................................................................................................ 29

Part B: The Composition ......................................................................................................................................... 30

4 Catch-up Distribution ........................................................................................................................... 30

5 Governance and Litigation Protocols .................................................................................................... 30

6 CVA Trust ............................................................................................................................................ 30

7 Participating Creditors .......................................................................................................................... 30

8 Exiting Creditors ................................................................................................................................... 32

9 Stay-in Creditors ................................................................................................................................... 33

10 Disputed Claims .................................................................................................................................... 34

11 Interest .................................................................................................................................................. 35

12 Subordinated Debt ................................................................................................................................ 35

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13 Release of other CVA Claims and Liabilities ....................................................................................... 36

Part C: Management of the CVA ............................................................................................................................ 37

14 Role of Supervisors and Administrators ............................................................................................... 37

15 General Duties and Powers of the Supervisors ..................................................................................... 37

16 Company’s obligations to the Supervisors ........................................................................................... 39

17 Remuneration and Expenses of Supervisors and Nominees ................................................................. 39

Part D: Miscellaneous .............................................................................................................................................. 41

18 Preferential and Secured Creditors ....................................................................................................... 41

19 Connected Creditors ............................................................................................................................. 41

20 Excess Creditors ................................................................................................................................... 41

21 Payments ............................................................................................................................................... 41

22 Liabilities .............................................................................................................................................. 42

23 Antecedent Transactions ....................................................................................................................... 42

24 Prescribed Part ...................................................................................................................................... 42

25 Miscellaneous ....................................................................................................................................... 42

26 Modifications ........................................................................................................................................ 42

27 Termination........................................................................................................................................... 43

28 Notices .................................................................................................................................................. 44

29 Future Insolvency Proceedings ............................................................................................................. 44

30 Administrators’ Exclusion of Liability ................................................................................................. 44

31 Governing Law and Jurisdiction ........................................................................................................... 44

Schedule 1 Definitions and Interpretation ................................................................................................................... 46

Schedule 2 Statutory Information ................................................................................................................................ 54

Schedule 3 Simplified Group Structure Chart ............................................................................................................ 55

Schedule 4 Flow Chart for Creditors ........................................................................................................................... 56

Schedule 5 Financial Position of the Company ........................................................................................................... 57

Schedule 6 Notice of Creditors’ Meeting ...................................................................................................................... 64

Schedule 7 Notice of Members’ Meeting ...................................................................................................................... 68

Schedule 8 Proxy Form .................................................................................................................................................. 70

Schedule 9 Creditors’ Guide to Insolvency Practitioners’ Fees ................................................................................. 77

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Schedule 10 Form of Implementation Notice ................................................................................................................ 80

Schedule 11 Form of Termination Notice ...................................................................................................................... 81

Schedule 12 KPMG Charge Out Rates for Supervisors ............................................................................................... 82

Schedule 13 Proof of Debt ............................................................................................................................................... 83

Schedule 14 Governance and Litigation Protocols ........................................................................................................ 84

Schedule 15 CVA Trust Deed.......................................................................................................................................... 83

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SECTION 1: THE PROPOSAL

PART A:

INTRODUCTION

1 BACKGROUND

1.1 Section 1 of this Proposal sets out a general description by the Administrators of the proposed company voluntary arrangement to compromise the claims of the remaining non-preferential unsecured creditors against the Company. Section 2 of this Proposal sets out the binding terms of the CVA. Sections 1 and 2 should be read together.

1.2 Unless indicated otherwise, capitalised terms used in this Proposal are defined in Schedule 1 (Definitions and Interpretation). If there is any conflict or inconsistency between the binding terms of the CVA set out in Section 2 and the general description of this Proposal set out in Section 1, the terms set out in Section 2 will prevail.

Background to the Company

1.3 Details of the statutory information of the Company is contained at Schedule 2 (Statutory Information).

1.4 The sole shareholder of the Company is MF Global Holdings Europe Limited (referred to as the Sole Member in this Proposal). A simplified structure chart for the Group is set out at Schedule 3 (Simplified Group Structure Chart).

1.5 The Company is part of the MF Global group of companies, a group of companies ultimately owned by MF Global Holdings Limited, an entity incorporated in the State of Delaware in the United States of America (referred to as Holdings in this Proposal). The Company’s principal activity was that of an investment holding company.

1.6 The Company was placed into administration proceedings in England and Wales by Order of the Court at 5.00 p.m. on 31 October 2011, the Administration Date.

1.7 On the Administration Date, Richard Dixon Fleming, Richard Heis and Michael Robert Pink were appointed as joint special administrators of the Company. Richard Dixon Fleming was removed as a joint special administrator of the Company by order of the Court dated 22 July 2016 on his departure from KPMG LLP. Edward George Boyle was appointed as joint special administrator on 10 May 2017.

1.8 The Administrators published their proposals for achieving the purpose of the Administration in accordance with their statutory duty under rule 59 of the SAR on 16 December 2011 (the “Administrators’ Statement of Proposals”). In accordance with section 10 of the Regulations, the Administrators had three objectives: (1) to ensure the return of client assets as soon as reasonably practicable, (2) to ensure timely engagement with market infrastructure bodies and the authorities and (3) to either (i) rescue the Company as a going concern or (ii) wind it up in the best interest of the creditors.

1.9 Further background to the Administration and the collapse of the MF Global group can be found in the Administrators’ Statement of Proposals, subsequent progress reports and on the Administrators’ Website.

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Objectives of the Administration

1.10 Since their appointment, the Administrators have been successful in realising and distributing all of the client assets and client money held by the Company, thus completing objective 1 in accordance with the Administrators’ Statement of Proposals and regulation 10 of the Regulations.

1.11 Objective 2 was addressed very early on in the Administration, working closely with the UK Financial Conduct Authority (FCA).

1.12 With regard to objective 3, there was no prospect of rescuing the Company as a going concern as set out in objective 3(i). Therefore the Administrators have been focused on objective 3(ii), winding the Company up in the best interests of the creditors. The winding up requires the Administrators to collect (or ‘realise’) all of the Company’s assets and to distribute those to agreed creditors. In pursuit of that objective, the Administrators have to date realised the majority of the Company’s proprietary assets and agreed the vast majority of the claims on the Estate.

Background to the CVA

1.13 On 24 August 2016, the Company made a sixth interim distribution to its unsecured non-preferential creditors whose claims have been admitted for dividend purposes. This brought the cumulative amount distributed to such creditors with agreed claims to 90 pence in the pound.

1.14 Paragraphs 12 (Remaining Assets) and 13 (Remaining Liabilities) of this Section 1 set out the Company’s remaining Assets and Liabilities respectively and the issues relating to the recovery and/or settlement thereof.

1.15 Whilst the Administrators anticipate that there will be further dividend payments in due course, both the timing and quantum of those dividends are uncertain, due to the complexity of the remaining issues and certain other factors set out in this Proposal.

1.16 Paragraph 14 (Estimated Outcome) of this Section 1 sets out the likely impact of the issues on the expected recoveries for CVA Creditors in the Administration.

1.17 Based on currently available information and legal advice, the Administrators estimate that, absent the CVA, the final distribution rate in respect of unsecured claims against the Company may be in the range of 95%-105.7%1. However, this is subject to a high degree of uncertainty, as set out above and in further detail in Part C (Main Financial Indebtedness and Assets) of this Section 1.

1.18 In any event, the Administrators do not expect to be able to make any material further distributions before late 2019 (at the earliest) and the Administrators expect it will still take considerable further time to finalise the winding-up of the Estate.

1.19 The Administrators are proposing the CVA in order to:

(a) give unsecured creditors the option to exit the Administration now in exchange for a certain final cash payment shortly upon implementation of the CVA;

(b) agree a streamlined process for making final distributions to the remaining creditors, once the key issues regarding the remaining liabilities are resolved; and

1 Note that this excludes the EU Reclaim referred to in paragraph 13 (Remaining Assets) of this Section 1. To the extent that a return of 100% or greater is achieved, the surplus over 100% is expected to be applied in payment of Statutory Interest rateably for the benefit of all non-subordinated creditors.

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(c) save substantial administrative and operational costs going forward as a result of reducing the number of creditors of the Estate.

1.20 Alongside the implementation of the CVA (and following completion of the CVA), the Administrators will continue to pursue objective 3(ii) by resolving the outstanding issues in relation to the remaining Assets and Liabilities and distributing the remaining Asset realisations to the remaining creditors of the Company.

1.21 Any distributions made after completion of the CVA will be made:

(a) in respect of the Assigned Claims, to the CVA Trustee who will hold such amounts pursuant to the CVA Trust on behalf of the Participating Creditors as beneficiaries to be paid in accordance with their respective Pro Rata Trust Shares; and

(b) in respect of the Allowed Claims of the Participating Creditors, to the Participating Creditors directly.

Underwriting process

1.22 In order to fund, and maximise the amount of, the cash payment to be paid to the creditors that choose to exit the Administration under the CVA, the Administrators held a competitive bid process for the role of underwriter for the funding of this cash payment.

1.23 For practical and commercial considerations aimed at achieving the best possible outcome for all creditors, the competitive bid process was conducted on a strictly confidential basis and was open to a select number of creditors of the Company and a third party who the Administrators considered were able to both demonstrate a proven track record of similar investments and provide proof of funds to the satisfaction of the Administrators. Qualifying bidders were asked to submit sealed bids containing their proposed ‘offer price’ in accordance with the terms of a process letter. The underwriting process resulted in the selection of Attestor Capital LLP as Underwriting Creditor, which submitted an ‘offer price’ of 9.75 pence in the pound.

1.24 This means that, as part of this Proposal, the Administrators are able to offer creditors who choose to exit the Administration under the CVA a further final cash payment which will bring the cumulative amount paid to these creditors to 99.75 pence in the pound on their Allowed Claims (referred to as Exit Payments in this Proposal). All other unsecured creditors will have the

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opportunity to participate in the funding of these Exit Payments, subject to certain eligibility criteria relating to quantum and proof of funds.

1.25 Following receipt of their Exit Payment, the Exiting Creditors will receive no further monies from the Estate. Their claims will be transferred to a bare trust (referred to as the CVA Trust in this Proposal) which will hold the claims for the benefit of the Underwriting Creditor and any other creditors who choose to participate under this CVA as Participating Creditors.

Amending the Administrators’ Statement of Proposals

1.26 In connection with this Proposal, the Administrators propose to amend the Administrators’ Statement of Proposals to clarify that, in accordance with regulation 21 of the Regulations, the Administrators may propose a company voluntary arrangement as part of their pursuit of the second limb of the third objective of the special administration objectives, to wind up the Company in the best interest of the creditors (the “Statement of Proposals Amendments”).

1.27 All CVA Creditors may vote in relation to the Statement of Proposals Amendments at the Creditors’ Meeting.

2 SUMMARY OF THE PROPOSAL

Compromise

2.1 The Administrators propose that, provided the CVA is approved by the requisite majority of CVA Creditors and subject to the further conditions set out in this Proposal, the rights of the CVA Creditors are compromised as follows:

(a) all Allowed Creditors shall, to the extent they have not already received this, receive a catch-up distribution up to 90 pence in the pound on their Allowed Claims, on the terms set out in paragraph 4 (Catch-up Distribution) of Section 2;

(b) all Exiting Creditors will receive (in addition to any catch-up distribution entitlement) a final cash payment (referred to as an Exit Payment) that brings their aggregate payments in respect of their Allowed Claims to 99.75 pence in the pound, upon receipt of which their Allowed Claims will be assigned to the CVA Trust, on the terms set out in paragraph 8 (Exiting Creditors) of Section 2;

(c) all Stay-in Creditors will retain their Allowed Claims until such time that the Administrators, acting in good faith, determine that all Provable Claims against the Company that would materially affect the value of the proposed payments to Stay-in Creditors described in this paragraph have been finally determined to the satisfaction of the Administrators, at which point (estimated to be after circa 2 years and after provision for certain estimated future liabilities) they will receive a final payment in respect of their Allowed Claims (referred to as a Final Stay In Creditors Distribution and which shall not include the benefit of any payment or settlement in respect of the Pending DTT Reclaims or EU Reclaims), upon which their Allowed Claims will be assigned to the CVA Trust, on the terms set out in paragraph 9 (Stay-in Creditors) of Section 2;

(d) all Participating Creditors will participate pro rata in the funding of the Exit Payments to be made to the Exiting Creditors under paragraph (b) above and will receive a pro rata beneficial interest in the CVA Trust, on the terms set out in paragraph 7 (Participating Creditors) of Section 2;

(e) the Subordinated Debt of Finance Europe will be subject to the arrangements set out in paragraph 12 (Subordinated Debt) of Section 2; and

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(f) unless referred to in paragraphs (a) to (e) above, the CVA Claims held by CVA Creditors will be irrevocably and unconditionally released, on the terms set out in paragraph 13 (Release of other CVA Claims and Liabilities) of Section 2.

Affected Creditors and Voting

2.2 The proposed CVA, if implemented, will bind all ‘CVA Creditors’ (being the unsecured and non-preferential creditors of the Company) in respect of their ‘CVA Claims’ (being unsecured and non-preferential claims).

2.3 All such CVA Creditors will be entitled to vote their CVA Claims in respect of the Proposal, as further set out in paragraph 8 (Voting Instructions for Creditors) of this Section 1.

Proving in the Administration

2.4 The Final Claims Date will function as the final bar date in the Administration.

2.5 If your claim has already been submitted to the Administrators in the Administration, you do not need to submit any further proof of debt.

2.6 If you have not yet submitted your claim to the Administrators, you are urgently requested to submit proof of debt in respect of your Provable Claims as soon as possible and in any event by the Final Claims Date, as further set out in paragraph 10 (Proving in the Administration) of this Section 1.

2.7 Any CVA Claims that have not been submitted by the Final Claims Date will be extinguished under the CVA.

Allowed Creditors and Disputed Creditors

2.8 Creditors whose claims are, at the Proposal Date, already accepted by the Administrators in the Administration, or whose claims are accepted between the Proposal Date and the Final Claims Date, are referred to as Allowed Creditors (and their claims are Allowed Claims).

2.9 Creditors who submit a proof of debt by the Final Claims Date but whose claims have not been accepted by the Administrators in the Administration by that date, are referred to as Disputed Creditors (and their claims, Disputed Claims) until such time their claim has been finally determined in accordance with the Proposal.

Elections

2.10 CVA Creditors will be given the opportunity to elect to be an ‘Exiting Creditor’, a ‘Stay-in Creditor’ or a ‘Participating Creditor’ for the purposes of the CVA, as further set out in paragraph 9 (Election Instructions for Creditors) of this Section 1.

2.11 Only Allowed Creditors (i.e. CVA Creditors that have an Allowed Claim as at the Final Claims Date) can elect to be an Exiting Creditor or a Participating Creditor.

2.12 Disputed Creditors will be treated as Stay-in Creditors if, and to the extent, they succeed in establishing a Determined Claim (which, for the avoidance of doubt, may be established after the Final Claims Date).

2.13 If no election is made, a CVA Creditor will either be treated as an Exiting Creditor (if it is an Allowed Creditor) or as a Stay-in Creditor (if it is a Disputed Creditor and succeeds in establishing a Determined Claim – see paragraph 2.12 above).

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Summary of options and requirements for CVA Creditors

2.14 Schedule 4 (Flow Chart for Creditors) sets out in schematic form the various options that CVA Creditors have under the Proposal and clarifies what happens if a CVA Creditor does nothing in response to this Proposal (which is also an option).

Implementation of the CVA

2.15 Following the approval of the CVA by the requisite majorities of CVA Creditors in accordance with paragraph 7 (Summary of Process for Creditors’ and Members’ Meetings) of this Section 1:

(a) the CVA will become effective in accordance with paragraphs 2 (Immediately Effective Provisions of the CVA) and 3 (Conditions Precedent) of Section 2;

(b) the implementation of the CVA will be overseen by the Supervisors in accordance with the terms of this Proposal; and

(c) the CVA Trust will operate in accordance with paragraph 6 (CVA Trust) of Section 2.

2.16 Unless terminated prior to that time in accordance with paragraph 27 (Termination) of Section 2, the CVA shall remain in force until the Supervisors have paid the Final Stay-in Creditors’ Distribution.

2.17 The CVA Trust will remain in force until the final distribution has been made to the Participating Creditors and/or the Administrators confirm that the CVA Trust Assets have been reduced to zero.

3 OPINION OF THE ADMINISTRATORS

3.1 This CVA forms part of the winding-up of the Estate in the interest of creditors.

3.2 Given the high degree of uncertainty as to the quantum and timing of further distributions to CVA Creditors, it offers a range of options for creditors to choose from, each of which could reasonably be considered to be in a CVA Creditor’s interests, depending on its cash needs, risk appetite and investment profile.

3.3 In addition, if approved, the CVA is likely to significantly reduce the remaining body of creditors and, as a result, facilitate the winding-up of the Company in a cost-efficient manner.

Winding up of the Estate

3.4 Since the Company went into Administration over 6 years ago, the Administrators have made a number of material settlements and realisations, which have simplified the Estate considerably and permitted distributions to ordinary unsecured creditors of 90p in the pound to date.

3.5 Although the number of remaining Assets and Liabilities is limited, the payment profile of further dividends is extremely uncertain due to certain complex issues relating to certain key Assets and Liabilities and the need to continue to prudently provide for all realistic eventualities. It would also currently not be cost-effective to make any further interim distributions, given the small amounts involved, the large number of creditors and the formalities and administrative costs involved in declaring a dividend and making a distribution.

3.6 There are a number of issues still to be resolved before the Company can be wound-up (including the release of £16.6 million of cash which is being retained by Citibank). However, it is in particular, the Company's status vis-à-vis the German Authorities which contributes to the large spectrum of potential financial outcomes for the Estate.

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3.7 As set out in further detail in Part C (Main Financial Indebtedness and Assets) of this Section 1, the Company has submitted several claims against the German Tax Authorities (the so-called Pending DTT Reclaims and the EU Reclaims) requesting relief from German withholding tax (“WHT”) in connection with German share trades conducted prior to the Administration Date. The German Tax Authorities have, as at the Proposal Date, not accepted these claims (although previous DTT Reclaims had been accepted in the past) and the German Authorities may seek to counter-claim on the Company for the WHT relief already paid out to the Company (referred to as the Potential GTA Claw Back Claim).

3.8 The Company’s dispute with the German Authorities is not standalone and forms part of a wider discussion across the financial sector in Germany. In fact, during the course of the Administration, the deductibility of WHT for trades in German shares in close proximity to a scheduled dividend payment (referred to as cum/ex-trades or cum/cum-trades) has become a controversial and publicised topic in Germany, leading to a criminal investigation by the German Authorities into a large number of financial institutions.

3.9 The Company is one of the institutions being investigated, though no criminal charges have been issued in respect of the Company’s activities to date. Based on advice, the Administrators also have no evidence to believe that the Company’s claims against the German Tax Authorities are invalid. However, the complexity of these issues and their high political profile cause the Administrators to believe that they are unlikely to be resolved for some years to come. If extended legal proceedings in Germany prove necessary, the Administrators are advised that such proceedings could take in the order of a further 7 or 8 years to reach a conclusion and that the outcome is uncertain.

Costs of maintaining the Estate

3.10 The Estate currently has some 3,500 Creditors. The Administrators maintain a database which records the identities of these Creditors, their bank details and other necessary information and are required to continuously update this. The costs associated with this are very significant. Potential third-party IT cost savings alone amount to approximately £700,000 per annum. Absent the CVA, these costs would need to be incurred over as many years as the complex issues affecting the Estate continue to be unresolved. The CVA is however anticipated to result in a significant reduction in the number of creditors, which will allow the Administrators to close the currently used external database (and replace this with a less costly alternative) and save costs going forward when liaising with a more manageable number of creditors.

3.11 The Administrators consider that the cost savings associated with this will benefit all CVA Creditors. Exiting Creditors benefit as the cost savings are reflected in the Exit Payment. Stay-in Creditors and Participating Creditors benefit as the Estate costs reduce compared with the position if there were to be no CVA.

3.12 In Part C (Cost Forecast) of Schedule 5 (Financial Position of the Company) the Administrators have sought to illustrate the effect of these cost savings, assuming the reduction in CVA Creditor numbers is sufficient to shut down the current databases and thereby reduce expensive third-party costs and reduce the Administrators’ own associated future costs.

Optionality and likely outcomes

3.13 The Administrators are proposing this CVA in order to enable unsecured Creditors to cash out their claim early (by choosing to be an Exiting Creditor) or to continue to participate in the future outcome of the Estate (by choosing to be a Participating Creditor). Additionally, for those Creditors who do not wish to take the immediate cash option but on the other hand do not wish to participate in the Estate potentially for many years, a further intermediate option is provided (by choosing to be a Stay-in Creditor).

3.14 Paragraph 14 (Estimated Outcome) of this Section 1 sets out the estimated outcomes in the various scenarios, and the basis for these calculations, in more detail.

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3.15 The summary table and chart below gives a visual comparison of the Exit Payments being offered to Exiting Creditors against the estimated outcomes for the two other options being offered to CVA Creditors and also the estimated outcome if the CVA were not to be implemented. Stay-in Creditors and Participating Creditors risk receiving a lower future dividend payment than the Exit Payments being offered to Exiting Creditors through this CVA, based on the low estimated outcomes illustrated below. By contrast, if the higher estimated outcomes illustrated below were to materialise, there is a prospect that CVA Creditors who do not choose the Exit Payment could receive greater than 99.75 pence. However the timing of such payment is uncertain and would most likely be made at a time beyond 2019 or possibly beyond 2025.

ESTIMATED OUTCOME STATEMENT - SUMMARY

Scenario Low High Conceivable best case

CVA - Exiting Creditors 99.75% 99.75% 99.75%

CVA - Stay In Creditors 96.0% 101.8% 101.8%

CVA - Participating Creditors 95.7% 106.2% 118.1%

No CVA - All Creditors 95.0% 105.7% 117.6%

Source: Administrators’ records

3.16 In addition to the Administrators’ estimates of potential returns for each CVA option (including if the CVA was not implemented) the below table also sets out the key drivers of the high and low range figure estimates and likely timeframe. The likely timeframe is an indication of how long the Administrators estimate it may take to pay the final dividend set out below and is not a definitive range. In broad terms, there is a potential for material returns in excess of 99.75 pence, but only over a protracted time frame, and with a significant risk of such returns not being achieved.

Low

Low

Low

High

High

High

DTT

DTT EU reclaim

EU reclaim

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POSSIBLE OUTCOMES FOR CVA CREDITORS IN THE ADMINISTRATION

Scenario % return Key contingencies Timeframe for final dividend

Exiting Creditors 99.75% Certain if CVA implemented

Immediately upon Implementation of the CVA (est. Jan 2018)

Stay In Creditors

96.0%

Possible if: • Potential GTA Claw Back Claim – submitted for proof and admitted for

the full amount in the Administration • Cost savings – achieved • Citibank cash – reduced amount realised

1-3 years

101.8%

Possible if: • Potential GTA Claw Back Claim – not submitted / rejected • Cost savings – achieved • Citibank cash – full amount realised

1-3 years

Participating Creditors

95.7%

Possible if: • Potential GTA Claw Back Claim – submitted for proof and admitted for

the full amount in the Administration • Pending DTT Reclaims/EU Reclaims – not recovered from GTA • Cost savings – achieved • Citibank cash – reduced amount realised

6-8 years

101.8%

Possible if: • Potential GTA Claw Back Claim – not submitted / rejected • Cost savings – achieved • Citibank cash – full amount realised • Pending DTT Reclaims/EU Reclaims – not recovered from GTA

6-8 years

106.2% As above, but Pending DTT Reclaims fully recovered from GTA 6-8 years

118.1% As above, plus EU Reclaims fully recovered from GTA 10-12 years

No CVA

95.0%

Possible if: • Potential GTA Claw Back Claim – submitted for proof and admitted for

the full amount in the Administration • Pending DTT Reclaims/EU Reclaims – not recovered from GTA • Cost savings – not achieved • Citibank cash – reduced amount realised Potential for an interim dividend in years 2-3.

6-8 years

101.3%

• Potential GTA Claw Back Claim – not submitted / rejected • Cost savings – achieved • Citibank cash – full amount realised • Pending DTT Reclaims/EU Reclaims – not recovered from GTA

6-8 years

105.7% As above, but Pending DTT Reclaims fully recovered from GTA 6-8 years

117.6% As above, plus EU Reclaims fully recovered from GTA 10-12 years

Decisions under the CVA

3.17 CVA Creditors are faced with two separate decisions:

(a) Do I vote in favour of the CVA? and

(b) Which option should I choose under the CVA?

3.18 If you are a CVA Creditor who is an Allowed Creditor (i.e. you have an Allowed Claim at the Final Claims Date) and you take no further action, then you will automatically be treated as an Exiting Creditor and will receive an Exit Payment under the CVA, should the CVA be approved by the requisite majority of CVA Creditors.

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3.19 If you are a CVA Creditor who is an Allowed Creditor and you vote against the CVA, you are still entitled to elect whether to be an Exiting Creditor, Stay-in Creditor or Participating Creditor and failure to make any such election will result in the outcome under paragraph 3.18 above, should the CVA be approved by the requisite majority of CVA Creditors.

3.20 If you are a CVA Creditor who is a Disputed Creditor and you take no further action then you will automatically be treated as a Stay-in Creditor if and to the extent you succeed in establishing a Determined Claim (which, for the avoidance of doubt, may be established after the Final Claims Date), should the CVA be approved by the requisite majority of CVA Creditors.

3.21 The Administrators believe that the CVA is in the interests of CVA Creditors as it provides optionality, simplifies the Estate and will save associated costs. The Administrators cannot advise you on which option to take as your decision is dependent on your own circumstances, liquidity position and attitude to risk. The Administrators consider that the options are fair, and are an appropriate method of providing CVA Creditors with the opportunity to make sensible decisions based on their own circumstances.

3.22 If the proposed CVA were to be rejected, the alternative is the status quo, whereby every CVA Creditor would effectively be in the role of a long term participating Creditor and no cost savings would be achieved.

3.23 For the above reasons the Administrators recommend that you vote in favour of the CVA.

4 ANTICIPATED TIMETABLE FOR IMPLEMENTING THE CVA

4.1 The timetable for implementing the CVA is currently anticipated to be as follows (references are to London time):

DATE EVENT

Thursday 23 November 2017 Launch of CVA Proposal, Notice of Creditors’ Meeting and Notice of Members’ Meeting

12.00 p.m. on Monday 11 December 2017 Proxy Form Deadline

12:00 p.m. on Tuesday 12 December 2017 Creditors’ Meeting

3:30 p.m. on Tuesday 12 December 2017 Members’ Meeting

Monday 18 December 2017 Filing of Meeting Reports with the Court

5.00 p.m. on Monday 15 January 2018 Final Claims Date

Monday 15 January 2018 Implementation Date*

Monday 22 January 2018 Allocation Date

Monday 29 January 2018 Funding Deadline

Monday 29 January 2018 Exit Payments**

Final Stay-in Creditors’ Distribution + Termination of the CVA

* The Implementation Date of the CVA may be later, depending on when the conditions precedent to the occurrence of the Implementation Date have been satisfied or waived. If so, all subsequent CVA events included above may be pushed back accordingly.

** The Exit Payments may be later if one or more of the Participating Creditors fails to fund the required amount by the Funding Deadline.

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4.2 Creditors should note that this is an indicative timetable only and that, at the Nominees’, Supervisors’ or Administrators’ sole discretion, it may be lengthened or shortened, subject always to the requirements of the Insolvency Act and the Insolvency Rules.

4.3 At the Nominees’ or Administrators’ sole discretion, the Proposal may be withdrawn prior to or at the Creditors’ Meeting should events occur which cause the Nominees or the Administrators to take the view that the Proposal is no longer in the interests of Creditors.

4.4 The Company’s costs of the Proposal (including the implementation of the Proposal) including but not limited to, the Nominees’ remuneration and the Supervisors’ remuneration shall be paid by the Company as an expense of the Administration.

5 WHAT IS A COMPANY VOLUNTARY ARRANGEMENT?

5.1 A company voluntary arrangement is a formal procedure under Part I of the Insolvency Act which enables a company to agree with its creditors a composition in satisfaction of its debts. It requires the approval of a majority of 75% or more in value of the creditors of the company present and voting in person or by proxy at a meeting on the resolution to approve the company voluntary arrangement.

5.2 A resolution approving a company voluntary arrangement will be invalid if those creditors voting against it include more than half in value of the creditors of the company, for these purposes counting only those creditors:

(a) to whom notice of the meeting was sent;

(b) whose votes were not left out of account due to no written claim form having been received at or prior to the meeting, or the claim or part of it being secured (including on a current bill of exchange or promissory note); and

(c) who are not, to the best of the chairman’s belief, persons connected with the company.

The effect of the rule described in this paragraph is that even if a company voluntary arrangement is approved by a majority of 75% or more in value of the creditors who voted at the meeting, the resolution approving the company voluntary arrangement will be invalid if more than half of the Unconnected Creditors who had notice of the meeting and whose votes were validly cast voted against the resolution.

5.3 If a company voluntary arrangement is validly approved, it binds all creditors of the company who were entitled to vote at the meeting (whether or not they were present or represented at it) or would have been so entitled had they received notice of the meeting.

5.4 A company voluntary arrangement also requires the approval of more than 50% in value of the company’s members present in person or by proxy and voting at a meeting on the resolution to approve the company voluntary arrangement. However, if the outcome of the meeting of members differs from the outcome of the meeting of creditors, the decision of the creditors will prevail, subject to the right of any member to apply to the Court to challenge the approval of the company voluntary arrangement.

5.5 Any creditor, member or contributory entitled to vote at a meeting to approve a company voluntary arrangement may apply to the Court to challenge a decision of the meetings to approve a company voluntary arrangement on one or both of the following grounds:

(a) that a company voluntary arrangement unfairly prejudices the interests of that creditor, member or contributory; or

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(b) that there has been some material irregularity at or in relation to the meetings called to approve the company voluntary arrangement.

5.6 Any such application must be made by a creditor within a period of 28 days beginning with the day on which the chairman of the meeting of creditors reports the result of the meeting to the Court or, if the creditor was not given notice of the meeting of creditors, such application must be made within a period of 28 days beginning on the day on which the creditor became aware that the creditors’ meeting had taken place.

6 WHICH CREDITORS ARE AFFECTED?

6.1 The creditors that are affected by the CVA are referred to in this Proposal as the CVA Creditors.

6.2 Subject to paragraphs 6.3 and 6.4 below, all of the Company’s creditors are affected by this Proposal, whether or not they have sought to prove in the Company’s Administration.

6.3 The Administrators are not aware of any Preferential Creditors. Notwithstanding this, any Preferential Creditors will not be entitled to vote on this Proposal in respect of their Preferential Liabilities and their rights in respect of their Preferential Liabilities will not be affected by this Proposal.

6.4 The Administrators are not aware of any Secured Creditors. Notwithstanding this, any Secured Creditors are not entitled to vote on this Proposal in respect of their Secured Liabilities and their rights in respect of their Secured Liabilities, including their rights to enforce their security, will not be affected by this Proposal.

6.5 If the CVA is approved, the rights of all of the Company’s creditors will be varied on the Implementation Date in the manner set out in this Proposal, irrespective of whether they received notice of the Creditors’ Meeting.

6.6 It is the Administrators’ and the Nominees’ expectation that all persons with Allowed Claims at the Proposal Date (e.g. those that have already received distributions) will receive this Proposal and the Notice of Creditors’ Meeting so long as they have kept the Administrators up to date with their contact details since the time they lodged their proofs in the Administration.

6.7 Any persons that have not yet submitted proofs of debt to the Administrators, and who do not do so by the Final Claims Date, will not be capable of being an Allowed Creditor or a Disputed Creditor and their CVA Claims will be released absolutely in accordance with the terms of the CVA.

7 SUMMARY OF PROCESS FOR CREDITORS’ AND MEMBERS’ MEETINGS

7.1 The Creditors’ Meeting will be conducted in accordance with the Insolvency Act and the Insolvency Rules.

7.2 At the Creditors’ Meeting, the CVA Creditors will vote on a resolution to approve the CVA. The form of the resolution is set out in the Notice of Creditors’ Meeting attached at Schedule 6 (Notice of Creditors’ Meeting).

7.3 One of the Nominees will act as Chairman of the Creditors’ Meeting. Voting is by value alone and is based on the value of a creditor’s claim as at the Administration Date, as determined by the Chairman. The Chairman will have the power, under rule 15.33(1) of the Insolvency Rules to ascertain the entitlement of persons wishing to vote and to admit or reject their claims accordingly. The Chairman will base his decision on the books and records of the Company and such other evidence as he considers appropriate.

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7.4 A creditor may vote in respect of a debt for an unliquidated amount or any debt whose value is not ascertained and for the purposes of voting (but not otherwise) such debt will be valued at £1 unless the Chairman agrees to put a higher value on it.

7.5 At the Members’ Meeting, the Sole Member will vote on a resolution to approve the CVA. The form of the resolution is set out in the Notice of Members’ Meeting attached at Schedule 7 (Notice of Members’ Meeting).

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PART B:

VOTING, ELECTIONS AND PROVING

8 VOTING INSTRUCTIONS FOR CREDITORS

8.1 Subject to the below, CVA Creditors may vote (and/or propose modifications) either in person at the Creditors’ Meeting or by proxy by submitting a duly completed Proxy Form to the Chairman by the Proxy Form Deadline.

Determination of claims for voting purposes

8.2 The Chairman will determine the value of the CVA Claims for voting purposes in accordance with the Insolvency Rules and the terms of this Proposal.

8.3 Any value which is put on a CVA Claim by the Chairman for voting purposes on this Proposal will be without prejudice to the quantum of such CVA Claim to be determined by the Supervisors or the Administrators for any other purpose.

8.4 Creditors whose claims have at the Proposal Date already been accepted by the Administrators in the Administration are automatically entitled to vote with respect to the full amount of their Allowed Claim at the Creditors’ Meeting, without any further proof or evidence being required.

8.5 Anyone who considers that they should have a CVA Claim against the Company and who wishes to vote at the Creditors’ Meeting, but whose CVA Claim has at the Proposal Date not been accepted as an Allowed Claim by the Administrators, should lodge a proof of debt in accordance with paragraph 10 (Proving in the Administration) of this Section 1 below as soon as possible, and in any event by 4:00 p.m. on the day before the Creditors’ Meeting.

8.6 Each of the Company Affiliates will be treated as a Connected Creditor for the purposes of voting on the proposed CVA and the Chairman shall therefore not take their votes into account when determining whether the CVA has been approved by the requisite simple majority in number of unconnected CVA Creditors at the Creditors’ Meeting. The votes of the above persons will, however, be taken into account when determining whether the Statement of Proposals Amendments have been approved.

Voting by proxy

8.7 In order to expedite the procedure for voting at the Creditors’ Meeting, please return any Proxy Forms to the address shown on those forms as soon as possible and in any event by no later than the Proxy Form Deadline.

8.8 A CVA Creditor that is not an individual must vote by proxy or by authorised representative (usually a director in the case of a company). If a CVA Creditor which is a company or corporation wishes an authorised person to attend the Creditors’ Meeting and vote on its behalf, that person must produce at the Creditors’ Meeting a copy of the resolution authorising them to do so. The copy should be sealed by the company or corporation or certified as a true copy by a director or by the secretary of such company or corporation. Detailed instructions on how to complete Proxy Forms are contained in those forms.

8.9 If a CVA Creditor wishes to appoint the Chairman to be its proxy, it must specifically direct the Chairman to vote either for or against the proposed CVA and any modification of the proposed CVA. If the Chairman is appointed as proxy but is not given specific directions on how to vote, that vote will be invalid.

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8.10 By signing and returning a Proxy Form, a CVA Creditor represents that it will not transfer its interest in the Claim in respect of which it has submitted the Proxy Form until a resolution has been passed at the Creditors’ Meeting and the Creditors’ Meeting has ended.

Modifications

8.11 Creditors may propose modifications to the CVA either by proxy (by submitting a duly completed Proxy Form by the Proxy Form Deadline) or in person at the Creditors’ meeting. Such modifications shall be made if the Company and 75% or more in value of the CVA Creditors present and voting on the proposed modification in person or by proxy at a Creditors’ Meeting approve it. Such approval shall be binding on all CVA Creditors (including such person’s successors in title, assignees and transferees).

9 ELECTION INSTRUCTIONS FOR CREDITORS

9.1 If a CVA Creditor wishes to elect to be an ‘Exiting Creditor’, a ‘Stay-in Creditor’ or a ‘Participating Creditor’ for the purposes of the CVA, it must do so by submitting a duly completed Proxy Form to the Chairman by no later than the Proxy Form Deadline. The Chairman may, at his sole discretion, choose to accept Proxy Forms delivered after the Proxy Form Deadline but before the Final Claims Date.

9.2 If no election is made by the Final Claims Date:

(a) an Allowed Creditor will be treated as an Exiting Creditor; and

(b) a Disputed Creditor will be treated as a Stay-in Creditor (if, and to the extent, the Administrators determine that it has a Determined Claim in accordance with the CVA).

9.3 Only those CVA Creditors that have an Allowed Claim as at the Final Claims Date can be an Exiting Creditor or a Participating Creditor.

9.4 An Allowed Creditor that elects to be a Participating Creditor will need to provide the supporting evidence set out in Annex A to the Proxy Form in form and substance satisfactory to the Administrators along with their Proxy Form. As soon as reasonably practicable after the Final Claims Date, and provided the Implementation Date has occurred, the Administrators will determine which CVA Creditors have been accepted as Participating Creditors and notify each such Participating Creditor of its Pro Rata Funding Share. If the Administrators determine that the supporting evidence provided by a CVA Creditor is not satisfactory, such a CVA Creditor will be informed of this and be treated as a Stay-in Creditor under the CVA.

9.5 Any Allowed Creditor that, as at the Final Claims Date has already received (or is deemed to have received) distributions in excess of 99.75 pence in the pound on their Allowed Claims (e.g. as a result of transfers of client positions by central counterparties) cannot elect to be an Exiting Creditor and will be treated as a Stay-in Creditor for the purposes of the CVA. For the avoidance of doubt, such Excess Creditors will only be entitled to any Final Stay-in Creditors’ Distribution to the extent they have not already received such amount. The Administrators estimate that there is only a very small number of CVA Creditors that have been overpaid and will inform such CVA Creditors of their status on or before the Implementation Date and will deal with any such overpayment in accordance with the provisions of the Regulations and the SAR.

10 PROVING IN THE ADMINISTRATION

Relevance of submitting proof

10.1 Allowed Creditors are those CVA Creditors whose CVA Claims have been accepted by the Administrators as an Allowed Claim by the Final Claims Date.

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10.2 Creditors whose claims have, at the Proposal Date, already been accepted by the Administrators in the Administration will automatically be an Allowed Creditor under the CVA for the full amount of their Allowed Claim and do not need to submit any further proof.

10.3 Any person that wants to be accepted as an Allowed Creditor, but is not an Allowed Creditor as at the Proposal Date, must as soon as possible, and in any event by the Final Claims Date, submit proof of their CVA Claim to the Administrators in accordance with paragraph 10.6 below.

10.4 The Final Claims Date will function as the final bar date for the Administration. Any persons that have not submitted proof of debt by the Final Claims Date will not be entitled to participate in any of the payments contemplated by the CVA or any further distributions under the Administration and their CVA Claims will be released absolutely in accordance with the terms of the CVA.

Disputed Claims

10.5 If a person has submitted a proof of debt in respect of a claim by the Final Claims Date, but that claim is a Disputed Claim, that person will be treated as a Disputed Creditor for the purposes of the CVA until such time its Disputed Claim has become a Determined Claim in accordance with the process set out below.

Process for proving a debt

10.6 CVA Creditors must submit their proof of debt substantially in the form of Schedule 13 (Form of Proof of Debt) by email to mfglobalclaims@kpmg.co.uk, by post to MF Global UK Limited (in special administration) c/o KPMG LLP, 15 Canada Square, Canary Wharf, London, E14 5GL (for the attention of the Administrators) or by phone on +44 (0)20 7785 0308 with a hard copy by post to: MF Global UK Limited (in special administration) c/o KPMG LLP, 15 Canada Square, Canary Wharf, London, E14 5GL (for the attention of the Administrators).

10.7 The proving and admission of proofs of debt will take place in accordance with the rules and procedures set out in the SAR, the key provisions of which are summarised below for convenience.

10.8 A CVA Creditor who submits a claim in accordance with the above is referred to as “proving” for their debt and the documents by which that Creditor seeks to establish their claim is their “proof”.

10.9 Subject to paragraph 10.10 below, a proof must:

(a) be made out by, or under the direction of, the creditor and authenticated by the creditor or a person authorised in that behalf; and

(b) state the following matters:

(i) the creditor’s name and address;

(ii) if the creditor is a company, its registered number;

(iii) the total amount of the creditor’s claim (including value added tax) as at the date on which the Company entered special administration, less any payments made after that date in respect of the claim, any deduction under rule 163 of the SAR and any adjustment by way of set-off in accordance with rule 164 of the SAR or, as the case may be, rule 165 of the SAR;

(iv) whether or not the claim includes outstanding uncapitalised interest;

(v) particulars of how and when the debt was incurred by the Company;

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(vi) particulars of any security held, the date on which it was given and the value which the creditor puts on it;

(vii) details of any reservation of title in respect of goods to which the debt refers; and

(viii) the name, address and authority of the person authenticating the proof (if not the creditor).

10.10 There shall be specified in the proof details of any documents by reference to which the debt can be substantiated, but (subject as follows) it is not essential that such document be attached to the proof or submitted with it.

10.11 The Administrators may call for any document or other evidence to be produced, where the Administrators think it necessary for the purpose of substantiating the whole or any part of the claim made in the proof.

Cost of proving

10.12 Every CVA Creditor bears the cost of proving their own debt, including costs incurred in providing documents or evidence.

Admission and rejection of proofs for dividend

10.13 The Administrators may admit a proof for dividend either for the whole amount claimed by the CVA Creditor, or for part of that amount.

10.14 If the Administrators reject a proof in whole or in part, the Administrators shall prepare a written statement of reasons for doing so, and send it as soon as reasonably practicable to the CVA Creditor.

Appeal against decision on proof

10.15 If a CVA Creditor or member is dissatisfied with the Administrators’ decision with respect to their proof, that CVA Creditor or member may apply to the Court for the decision to be reversed or varied and the application must be made within 21 days of the CVA Creditor receiving the statement sent under paragraph 10.14 above.

10.16 The Administrators shall, on receipt of notice of an application to the Court, file with the Court the relevant proof, together (if appropriate) with a copy of the statement sent under paragraph 10.14 above.

10.17 Where the application is made by a member, the Court must not disallow the proof (in whole or in part) unless the member shows that there is (or would be but for the amount claimed in the proof), or that it is likely that there will be (or would be but for the amount claimed in the proof), a surplus of assets to which the Company would be entitled.

10.18 After the application has been heard and determined, the proof shall, unless it has been wholly disallowed, be returned by the Court to the Administrators.

10.19 The Administrators are not personally liable for costs incurred by any person in respect of an application under this Proposal unless the Court otherwise orders.

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PART C:

MAIN FINANCIAL INDEBTEDNESS AND ASSETS

11 COMPANY FINANCIAL INFORMATION

11.1 Since the date of the Directors’ Statement of Affairs as at 31 October 2011 (which is available for downloading on the Administrators’ Website), the Administrators have reviewed the books and records of the Company, advertised for creditors to prove in the Administration, realised certain assets and settled various disputes. Accordingly, the financial position of the Company has changed over time.

11.2 A more accurate and up-to-date reflection of the Company’s financial position can be found in:

(a) the summary of remaining assets and liabilities in paragraphs 12 (Remaining Assets) and 13 (Remaining Liabilities) of this Section 1 and below;

(b) the Estimated Outcome Statement attached at Part B (Estimated Outcome Statement) of Schedule 5 (Financial Position of the Company) and as further described in paragraph 14 (Estimated Outcome) of this Section 1; and

(c) the latest Account of Receipts and Payments attached at Part D (Account of Receipts and Payments) of Schedule 5 (Financial Position of the Company).

11.3 Copies of previous accounts of receipts and payments (including those for the preceding period 31 October 2016 to 30 April 2017, issued on 31 May 2017) are available for downloading on the Administrators’ Website.

12 REMAINING ASSETS

12.1 This paragraph 12 summarises the Company’s remaining Assets (both realised and unrealised) and forms part of the basis for the Administrators’ Estimated Outcome Statement that is further described in paragraph 14 (Estimated Outcome) of this Section 1 below.

Cash in Administration bank accounts

12.2 Approximately £123.4 million in cash was held in the Administration bank accounts at 30 September 2017, as shown in the Account of Receipts and Payments. Please note that this does not represent cash available for distribution – see paragraph 13.12 below, which sets out the reserves the Administrators have determined are required at present.

Cash retained by Citibank

12.3 The Company holds an account with Citibank N.A. London (“Citibank”) containing in excess of £16.6 million as at October 2017. These funds are subject to retention by Citibank as collateral pending the run off (through expiry of statute of limitation periods) of Citibank’s potential exposure to certain claims from third parties. No such claims have been notified to us by Citibank to date, and the Administrators consequently expect to receive substantially the entire retention amount, less agreed costs. Approximately £13 million is due to be released during 2018, and the remaining £3 million is due for release at the end of Q1 2019. A table below summarises the expected cash flows on a high case basis, which assumes the receipt of the full amount. In the low case, a conservative provision of £2.2 million has been applied (i.e. the receipt of £14.4 million).

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DATE FORECAST £M

Mar-18 1.5

Jun-18 0.1

Nov-18 9.6

Dec-18 2.2

Feb-19 3.2

Total 16.6

Affiliate Debtors

12.4 The winding up of the Company’s global operations is ongoing and the Company has received ad hoc distributions from a number of affiliates where it holds an agreed claim in those proceedings.

12.5 MF Global Holdings Hong Kong Limited (In Creditors’ Voluntary Liquidation) (“MFGHK”) where the Company has an admitted estate claim of HK$6,388,586 (£0.6 million). In relation to this claim:

(a) On 10 July 2017 the Company received a 4th interim house distribution of 3.6%/HK$229,989, meaning a cumulative total of 86.1% of the Company’s estate claim against MFGHK has been received.

(b) The timing of any further distributions is uncertain, but based on the latest information the Administrators have received from the MFGHK liquidators, such is likely to be between 0% and 1% only. A 1% distribution is equivalent to approximately £6,000 at current fx rates. No further receipt has been accounted for in the low or high case in the Estimated Outcome Statement.

12.6 MF Global Australia Limited (In Liquidation) (“MFGA”) where the Company has an admitted estate claim of AU$779,146.39 (£0.4 million) which consists of i) a CFD shortfall claim of AU$34,082.39 and ii) a non-trading claim of AU$745,064.00. In relation to this claim:

(a) A 2nd interim house distribution of 65%/AU$506,445, bringing the cumulative total to 100% was received in May 2017.

(b) MFGA’s Annual report to members and creditors dated 11 May 2017 (the “MFGA Report”) states that some statutory interest may be paid in relation to unsecured claims, however the timing and quantum is uncertain. The prescribed rate for statutory interest is 8% a year.

(c) The “Estimated Statement of Position” in the MFGA Report shows a AU$2.6 million surplus against creditor claims of AU$8.8 million (30c in the AU$) in the Low and AU$3.1 million surplus against creditor claims of AU$8.6 million in the High (35c in the AU$). No further receipts have been included in the low case in the Estimated Outcome Statement, and £0.1m has been included in the high case, reflecting a further dividend in line with the Low presented in the MFGA Report.

12.7 Finance Europe where the Company has an admitted estate claim of £1,401,424. In relation to this claim:

(a) In November 2016, a 5th interim house distribution of 0.75%/£10,510.67 was received, bringing the cumulative total to 12.75%.

(b) The timing and quantum of any further distribution is uncertain.

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(c) The Administrators note that Finance Europe also has a £3.26 million Allowed Claim against the Company which is in addition to the Subordinated Debt (a £250 million subordinated creditor claim in respect of a financing facility) and therefore the Administrators may need to agree a settlement to resolve the matter due to the circularity of the parties’ claims. The claims are not subject to insolvency set-off. No further receipt has been accounted for in the low or high case in the Estimated Outcome Statement. The maximum potential further upside from recoveries on the Company’s claim against Finance Europe is estimated at £0.1 million.

German Tax Reclaims

12.8 The Company has submitted several claims against the German Tax Authorities, requesting relief from German WHT deducted at the source in connection with trades in German shares conducted by the Company prior to the Administration Date (in 2009, 2010 and 2011).

12.9 These were based on:

(a) Section 50d (1) of the German Income Tax Act (Einkommensteuergesetz) in conjunction with the Convention between the Federal Republic of Germany and the United Kingdom of Great Britain and Northern Ireland for the Avoidance of Double Taxation with respect to Taxes on Income and on Capital (such claims, the “DTT Reclaims”); and

(b) the free movement of capital under article 63 of the Treaty of the functioning of the European Union (Lisbon) / previously article 56 of the EC Treaty (Nice) (such claims, the “EU Reclaims”),

together, the “German Tax Reclaims”.

12.10 The majority of the DTT Reclaims were filed by the Company pre-Administration, although one DTT Reclaim was filed post-Administration (this was in 2012 and related to trades undertaken by the Company pre-Administration in 2011).

12.11 The majority of the DTT Reclaims (approx. €49 million) have already been paid out to the Company by the German Tax Authorities. Only two DTT Reclaims (which seek a refund of German WHT in an aggregate amount of approximately €50 million) (the “Pending DTT Reclaims”) are still pending and have not yet been paid to the Company. This includes the DTT Reclaim submitted post-Administration. None of the filed EU Reclaims has been paid out.

SUMMARY OF GERMAN TAX RECLAIMS

Euros (m) GBP (m)

WHT repaid WHT reclaim

pending Total WHT repaid

(1) WHT reclaim pending (2) Total

DTT Reclaims filed 50.2 49.9 100.1 45.2 44.4 89.6

EU Reclaims files (net value despite multiple filings)

129.3 129.3 - 113.9 113.9

Total 50.2 179.2 229.4 45.2 158.3 203.5

Source - Administrators' records Notes: 1. Corresponds to the Potential GTA Claw Back Claim, which equates to €49m reclaim plus a client reclaim in the house estate of €1m translated to £42.5m principal plus interest of £2.7m / 2. Corresponds to the Pending DTT Reclaims + EU Reclaims.

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DTT Reclaims

12.12 Since the Company went into Administration over 6 years ago, the German Authorities have implemented various administrative measures and a fundamental legislative change to the German WHT system (effective from 2012 onwards), aimed at increasing the requirements for WHT relief and closing an alleged gap in the legislation which facilitated WHT refunds in certain short selling scenarios of German shares traded “cum” dividend and settled “ex” dividend (“cum/ex trades”).

12.13 Following this, the German Authorities started to investigate past equity trades (including cum/ex trades) for cases of potential tax fraud and unjustified WHT relief. Absent clear case law or jurisprudence by Germany’s federal fiscal courts, the legal situation – both with respect to tax and criminal implications – remains unclear. The German Authorities have nonetheless taken the view that cum/ex trades are abusive and should be considered illegal. As widely reported by the media, German Authorities are investigating allegations that more than 100 banks, financial service providers and investors colluded to achieve unjustified WHT credits and refunds in the course of what is widely referred to as ‘abusive cum/ex trading’.

12.14 The German Authorities are reportedly relying on information and allegations inter alia provided by ‘whistleblowers’. In 2015, a German parliamentary cum/ex probe was initiated by the German Bundestag to investigate the cum/ex trades and the administrative responsibility for potential damage to the German treasury, which is claimed to be greater than €12 billion. The German Tax Authorities have been widely reported in the press as disputing the propriety of withholding tax reclaims relating to cum/ex trades (and so-called cum/cum trades) made by a considerable number of financial institutions. The German Tax Authorities are also reported to have stopped paying out WHT relief reclaims related to those types of trades.

12.15 Amid the ongoing investigations of cum/ex trades in Germany, the Administrators have been informed that all of the Company’s DTT Reclaims (both those already paid and those pending) are being investigated by the German Authorities. According to the relevant authorities, the DTT Reclaims under investigation amount to a total of €99,800,505.10. Of this amount, €49,890,693.13 relates to the Pending DTT Reclaims and €49,909,811.97 relates to the DTT Reclaims that have already been paid out to the Company (and therefore represents a potential claim of the German Authorities on the Company, the “Potential GTA Claw Back Claim”).

12.16 Notwithstanding these allegations, as at the Proposal Date, the Pending DTT Reclaims have not been formally rejected and the DTT Reclaims already approved and paid have not been formally revoked. The Administrators are not aware that the Company was involved in so-called “cum/cum” trades but the trades in respect of which the DTT Reclaims were made have characteristics of “cum/ex” trades.

12.17 The Company has received a number of questionnaires from various German authorities seeking further supporting information in relation to the Company’s DTT Reclaims. The questionnaires are directed inter alia at investigating details about cum/ex-trades underlying the DTT Reclaims submitted pre- and post-Administration, counterparty details and potential short sales underlying the share acquisitions by the Company.

12.18 Despite having been appointed on 31 October 2011 and therefore having no first-hand knowledge of events prior to this date (i.e. the entirety of the period in which the trades took place), the Administrators have provided information and answers to the best of their knowledge, subject to the availability of information and within the framework of what is legally permissible.

12.19 According to the current status of the investigation undertaken by the German Authorities and based on the information that they have gathered so far, for certain share transactions where the Company has been involved as buyer of German shares, the relevant sellers of these German shares to the Company

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may have acquired their holdings from sellers who did not hold the shares. Those parties are regarded as short sellers by the German Authorities.

12.20 Following the publication of a German ministry of finance circular on 29 March 2011 (Az: IV B 3 – S 2411/07/10015-14, DOK 2011/0259303), enhanced requirements have been set up by German fiscal authorities for WHT reclaims filed by non-German applicants in relation to cum-ex trades. According to the information available to the Administrators, the Company complied with those requirements when submitting the particular DTT Reclaims under investigation by submitting so-called ‘Berufsträgerbescheinigungen’ in relation to the underlying share trades (i.e. attestation letters issued by a German law firm engaged by the Company).

12.21 However, should the Pending DTT Reclaims have to be fully resolved through the German legal system, the outcome may take significant time to determine (approximately another 6-8 years based on German legal advice the Administrators have received) and this could potentially incur several million pounds of associated legal and professional costs. Consequently, the timing and quantum of recovery of the Pending DTT Reclaims are highly uncertain.

EU Reclaims

12.22 There is some legal uncertainty regarding the ability for a non-German financial institution (such as the Company) to reclaim WHT for a single dividend on the basis of the EU free movement of capital. However, to prevent expiry of the applicable statutes of limitation, the Administrators filed EU Reclaims in 2014/2015 in an aggregate ‘net amount’ of €129 million, which corresponded to the majority of the share trades underlying the DTT Reclaims. As a precaution, the EU Reclaims were filed at multiple responsible German tax offices simultaneously.

12.23 Given the ongoing legal uncertainty and the anticipated judicial clarification by the European Court of Justice, the German Tax Authorities are reported not to have approved or paid out any EU Reclaims filed by foreign applicants on a general basis so far. Hence, the Company’s EU Reclaims are still pending and no answers or specific questionnaires have been received from the German Tax Authorities, nor have details of the nature and the legal basis of those EU Reclaims been discussed with the German authorities investigating the DTT Reclaims submitted by the Company.

Other assets

12.24 Note that the “no CVA” scenario in the Estimated Outcome Statement assumes that the EU Reclaims are not received in the low case and that only the Pending DTT Reclaims (i.e. excluding the EU Reclaims) are collected in the high case, but only after expending substantial legal costs and administration overheads through to 2023-2025. Given the significant additional uncertainties relating to the EU Reclaims, no allowance for them was made in either the low case or the high case.

12.25 The Company continues to seek to realise miscellaneous assets which are cumulatively valued at £0.2 million. These include:

(a) US$250,000 in a Euroclear account subject to a holdback which, per the terms, is required to be maintained for one year following the account closure (see paragraph 12.29 below);

(b) £30,000 held at Deutsche Bank AG with respect to Eurex/Xetra; and

(c) S.W.I.F.T. SCRL shares, which can be realised once the Administrators no longer require access to the SWIFT system (estimated to realise £10,000).

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The Estimated Outcome Statement scenarios forecast these assets are collected in both the low and the high case.

Securities

12.26 As at 16 October 2017, a number of securities remain in the Estate, which are predominately delisted and are held across several accounts with 5 different third parties. The nature of these securities and the status of the underlying enterprises (a number are in insolvency or dormant) are such that there has been no trading in them for a considerable number of years, so there is no ‘market’ for them.

12.27 The Administrators have reviewed the securities and determined that there is negligible realisable value at this time; indeed, the costs of realisation in a number of cases would exceed the gross sums realised. However, options for removing the securities are limited and removal is generally required to close the accounts. Furthermore, as some of the enterprises themselves have not been dissolved or struck-off, there remains the possibility that the securities may accrue value at some future stage, albeit highly speculatively (e.g. a minerals exploration company might discover a valuable ore to exploit).

12.28 Whilst some of these residual securities may have ‘option value’, it is unquantifiable both in terms of timescales and quantum. Meanwhile, there remains a holding cost in terms of third party account charges. Therefore, the Administrators are currently actively pursuing the removal of the remaining securities in the Citibank, Euroclear and Clearstream accounts. The Administrators are reliant on a number of third parties in arranging the removal of the securities and to date the third parties have been slow to respond.

12.29 The Administrators continue to monitor options for the removal of the securities in Union Bank and Barclays. However, both third parties have advised that there is currently no available option for the removal of the securities. Periodically, we receive updates advising that a security can be/has been removed.

12.30 A physical share certificate is held for a number of securities. There are no costs incurred in holding these share certificates and the Administrators have previously arranged for certain securities to be materialised as a strategy for allowing accounts to be closed.

12.31 The costs in performing this work are included in the Administrators’ cost forecast. No value is ascribed to the securities in either the high case or low case in the Estimated Outcome Statement scenarios and no value is expected to be realised from these securities.

Claim against LCH

12.32 The Company has a very small (3.2%) share in the potential net recoveries from ongoing litigation against LCH Clearnet S.A (“LCH”) in the French courts.

12.33 The litigation is based on a claim for £309.8 million in damages against LCH in respect of losses suffered by the Company when LCH closed-out the Company’s repurchase to maturity agreements (known as ‘RTMs’) shortly after the Company entered into Administration and deducted these lossesd from the collateral (known as ‘margin’) that had been provided by the Company (the “LCH Claim”).

12.34 Under an agreement dated 29 June 2014 certain of the Company’s former affiliates agreed to fund the litigation against LCH and the reasonable costs of the Company in connection with proving the LCH claim in exchange for 96.8% of the ‘net recoveries’ from the LCH Claim. Under this same agreement, the Company agreed to pursue the LCH Claim in its own name, but to act in accordance with the reasonable instructions of the economic beneficiaries.

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12.35 On 13 May 2016, the Commercial Court of Paris issued a judgment, rejecting the LCH Claim submitted by the Company on the basis that it is time barred, which is something that the Company does not believe to be the case.

12.36 The Company subsequently issued an appeal against this first instance decision on 13 May 2016. The pleadings phase of the appeal is ongoing, and the hearing of the appeal is currently expected to be heard in the first half of 2018.

12.37 Whilst this is a theoretical asset of the Company, due to the uncertainties and nominal participation rights in any outcome no realisations have been recognised in any of the low case or high case Estimated Outcome Statements.

Miscellaneous fixed assets

12.38 The Administrators retain a quantity of IT equipment necessary to run the Estate. As and when the equipment is no longer required, it will be disposed of using a suitable realisation agent. In the Administrators’ experience, any realisations are likely to be substantially offset by data destruction and equipment disposal charges such that any net recovery is expected to be less than £50,000 and not material to the Estate. Therefore, no amount has been included in the Estimated Outcome Statement scenarios, in either the low case or the high case.

13 REMAINING LIABILITIES

13.1 The company’s assumed liabilities to CVA Creditors total £995.6 million and include the following:

(a) Allowed Claims in an aggregate amount of £931 million;

(b) Disputed Claims in an aggregate amount of £19 million; and

(c) a Potential GTA Claw Back Claim, currently reserved at £45 million.

13.2 A summary of the known CVA Claims (both Allowed Claims and Disputed Claims) is attached at Part A (List of Claims) of Schedule 5 (Financial Position of the Company).

13.3 The Administrators forecast that the aggregate amount of admitted claims (excluding any Potential GTA Claw Back Claim) will be £949 million in the low case and £943 million in the high case.

13.4 The low case is £1 million lower than the total amount of submitted Claims on account of:

(a) the Administrators not expecting a response from 25% of former clients of the Company with a dormant account at the time of the Administrators’ appointment (“Dormant Account Creditors”) due to the passage of time and no response to date (£0.3 million);

(b) the Administrators not expecting a response from 25% of client money pool clients who lost entitlement to the client money pool due to the passage of time and no response to date (£0.3 million);

(c) the Administrators not expecting a response from 25% of trade creditors supplying to the Company in the ordinary course of business pre-insolvency with proposals issued but not agreed due to the passage of time and no response to date (£0.3 million);

(d) a reduction in the level of other affiliate claims agreed (£0.1 million); and

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(e) final resolution of German introducing broker claims (less than £0.1million).

13.5 The high case is £7 million lower than total amount of submitted Claims on account of:

(a) the Administrators assuming that certain Disputed Claims in respect of which a proposal had been submitted as at 30 October 2017 are resolved and not admitted (£3.5 million);

(b) the Administrators not expecting a response from trading clients to whom “proposals have been issued but not agreed”, due to the passage of time and no response to date (£1.5 million);

(c) the Administrators not expecting a response from 50% of dormant account creditors due to the passage of time and no response to date (£0.7 million);

(d) the Administrators not expecting a response from 50% of client money pool clients who lost entitlement to the client money pool due to the passage of time and no response to date (£0.5 million);

(e) the Administrators not expecting a response from 50% of suppliers with proposals issued but not agreed due to the passage of time and no response to date (£0.5 million);

(f) a reduction in the level of other affiliate claims assumed to be agreed (£0.3 million); and

(g) final resolution of German introducing broker claims (less than £0.1million).

13.6 In addition to Allowed Claims and Disputed Claims, the Administrators consider there is a prospect of a Potential GTA Claw Back Claim, i.e. the German Authorities seeking to claim against the Company for the return of WHT refunds paid to the Company prior to the Administration. In relation to this:

(a) The total amount of WHT refunds received by the Company prior to 31 December 2011 is understood to be approximately €49 million.

(b) Based on the dates of the refunds received and the exchange rate for unsecured claims in the Estate, the Administrators estimate the maximum claim that the German Authorities could seek to be admitted would be £45 million.

(c) However, to date the Administrators have not received any claim from the German Authorities. Moreover, even if received, the Administrators have been advised that there is not a basis for such a claim.

(d) Notwithstanding the above, prudently, £45 million has been reserved in relation to the Potential GTA Claim in the Estimated Outcome Statement in the low case, and no reserve included in the high case.

13.7 The Administrators have also prepared a detailed summary of expected future costs under the relevant scenarios. It is derived using data as of 30 April 2017, but rolled forward to account for payments made between April and 30 September 2017, and the Administrators consider it to be a fair representation of the accrued and future costs as at 30 September 2017. The Administrators are not aware of any subsequent variances that would materially impact this estimate, although this is inevitably a subjective task given the relatively unpredictable course of events going forward, in particular relating to the German Authorities or to possible challenges generally to the CVA the costs could turn out significantly different from the illustrations presented here.

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13.8 One of the principal purposes of the CVA structure is to save costs, in particular the substantial running costs of maintaining the database of some 3,500 CVA Creditors. The calculations in Part C (Cost Forecast) of Schedule 5 (Financial Position of the Company) provide cost illustrations for certain scenarios. The below table summarises the costs forecast to be incurred if there was no CVA and if the CVA is approved. The costs if a CVA is implemented are split between those forecast to be borne by the Stay-in Creditors and those forecast to be borne by the Participating Creditors. Detailed assumptions relating to each can be found in Schedule 5 (Financial Position of the Company).

COSTS FORECAST - PREPARED AT 30 APRIL 2017, ROLLED FORWARD TO 30 SEPTEMBER 2017

Costs No CVA CVA - Stay In CVA - Participants

Low High Low High Low High

GTA specific costs 4.8 3.1 1.7 1.7 4.8 4.8

Other Estate costs (excl. GTA) 22.6 22.6 16.4 16.4 16.4 16.4

TOTAL ESTIMATED ESTATE COSTS 27.4 25.6 18.1 18.1 21.2 21.2

General Contingency for costs 9.0 5.0 9.0 5.0 9.0 5.0

Source: Administrators' records

13.9 In broad terms the substantial third party IT costs relate to two areas:

(a) the cost of maintaining the database of CVA Creditors (which is assumed to largely disappear after the Final Stay-in Creditors’ Distribution has been made – assumed to be after 2 years); and

(b) the cost of maintaining all of the data relating to the Company’s pre-appointment trading relevant to the GTA Proceedings (this may be capable of being saved if the GTA Proceedings are not pursued).

13.10 There is a significant uncertainty as to the future attitude of the German Authorities. If there were some form of successful negotiation with the German Authorities, this could materially reduce costs.

13.11 The anticipated timelines, of 2 years until the Final Stay-in Creditors’ Distribution and 7 years until resolution of the GTA Proceedings, are considered realistic estimates but should not be seen as maximum or minimum times. Of course the Administrators will seek to reduce timelines as far as possible to the extent it is within their control.

13.12 The Administrators have determined that the following reserves are required at present:

(a) Amounts required to top up Disputed Claims (which become Determined Claims) to 90p/£ of £13.5 million.

(b) In respect of the full value of the Potential GTA Claw Back Claim, £45 million, and potential costs to resolve the matter of £1.7 million.

(c) In respect of future anticipated expenses of the Administration, as set out in Schedule 5 (Financial Position of the Company).

(d) A general contingency has been included in a similar manner to the prior Estimated Outcome Statement, on account of the fact that the Estate is large, with a number of known issues existing, as well as the potential for as yet unknown issues to arise. The contingency is non-specific, but prudent (and represents less than 5% of costs incurred to 30 September 2017).

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13.13 In light of the above level of reserves that the Administrators determine are required at present, it is difficult to forecast the timing and quantum of the next dividend to be paid by the Administrators. However, the Estimated Outcome Statement (summarised in paragraph 14 below) provides an indication of the potential range of returns to CVA Creditors, notwithstanding the period required to reach the level of returns stated cannot be accurately determined.

Subordinated Debt of Finance Europe

13.14 The Administrators have been in discussions with Finance Europe regarding the ranking of their Subordinated Debt vis-à-vis statutory interest on ordinary unsecured claims. It was important to come to an agreement on this issue before launching the Proposal, as this could have an impact on the payments to CVA Creditors, to the extent statutory interest were to become payable.

13.15 Litigation commonly referred to as the ‘Lehman Waterfall Litigation’ has recently provided some certainty as to this matter, more specifically under the Supreme Court ruling in Re Lehman Brothers International (Europe) in administration [2017] UKSC 38 (commonly referred to as “Waterfall I”).

13.16 In light of Waterfall I, Finance Europe has agreed that its Subordinated Debt (in an aggregate principal amount of US$250,000,000) shall not be proved for or be admitted for dividend in the Administration nor in any liquidation unless and until all Statutory Interest and non-provable liabilities, which are properly payable as such, are paid by the Company or it is clear to the Administrators that they could be met, as determined by the Supreme Court in Waterfall I.

13.17 Holdings, as the largest creditor (directly and/or indirectly) of Finance Europe, has been involved in the above discussions, although it has acknowledged that it has no independent right to challenge the priority of the Subordinated Debt and any decision to challenge that priority is a matter for the joint administrators of Finance Europe.

14 ESTIMATED OUTCOME

14.1 An estimated outcome statement for the Estate as at 30 September 2017 is set out at Part B (Estimated Outcome Statement) of Schedule 5 (Financial Position of the Company).

14.2 The Estimated Outcome Statement shows a range of estimated financial outcomes for Allowed Creditors of the Company with and without the proposed CVA.

Estimated Outcome if there is no CVA

14.3 The estimated financial outcome if there is no CVA is broadly similar to the estimated outcome of the Estate presented to creditors as at 31 March 2016 (as adjusted in the Administrators’ six month report dated 31 May 2017). The position has slightly improved:

(a) the estimated low case shortfall has moved from £58 million to £50 million; and

(b) the estimated high case surplus above full repayment of principal to ordinary unsecured claims has increased from £53 million to £54 million (the Estimated Outcome Statement has been restated to remove the £350 million which was “distributed” to creditors by way of set off). Any distribution above 100% would be by way of accrued statutory interest entitlements.

14.4 Both the low and high case estimates assume the asset claim against the German Tax Authorities would have to be resolved through the German court system, rather than the German Tax Authorities changing their current stance to a more favourable one. We are advised this could take 7 or 8 years. This means that whilst the Administrators might be able to make an interim distribution in 2-3 years once the cash

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retained by Citibank is released, such distribution will be small in nature and any material further distributions would only be expected to materialise some 7 to 8 years in the future, if at all.

14.5 The Company’s liability for accrued statutory interest on Allowed Claims to date is estimated to be in the order of £200 million, were funds to become available to pay it. Therefore in any likely outcome, the Company’s liability for accrued statutory interest would not be fully satisfied.

Estimated Outcome for Exiting Creditors under the CVA

14.6 In the CVA the Exiting Creditors’ financial outcome is certain: it is a payment to bring the aggregate payments to those creditors to 99.75 pence in the pound and would be expected to be payable on Allowed Claims in early 2018. No further payment will be made to Exiting Creditors in any circumstances and additionally there will be no claw back of the amount received in the event that dividends to the Stay-in Creditors and Participating Creditors are lower.

Estimated Outcome for Stay-in Creditors or Participating Creditors under the CVA

14.7 The Estimated Outcome Statement sets out a range of outcomes for low cases and high cases in relation to the Stay-in Creditors and Participating Creditors. The principal difference between the two options is that the Participating Creditors, having contributed to the funding of the Exit Payments, remain in the Estate after the exit of both the Exiting Creditors and the Stay-in Creditors, in order to benefit from the potential recovery of outstanding German Tax Reclaims from the German Tax Authorities in the long term.

14.8 We would draw your attention to paragraphs 12.9 to 12.24 of this Section 1 above which set out the extremely complex position regarding the Company’s German Tax Reclaims. The low case in relation to both options assumes that the German Authorities were to succeed in an argument that they have a valid claim against the Company. At this stage no claim has been received from the German Authorities but it is clear from the criminal investigation, the press and our own correspondence with them that the German Authorities strongly disagree with the basis of tax claims of the sort made by the Company both pre and post Administration in relation to certain equity trades that took place prior to 31 October 2011.

14.9 The high case for Stay-in Creditors does not anticipate any receipt of funds from the German Tax Reclaims prior to the Final Stay-in Creditors’ Distribution. The high case for Participating Creditors does assume such a receipt, which if extended legal proceedings prove necessary, we are advised could take of the order of 7 or 8 years to be resolved.

14.10 The relevant percentage returns illustrate the position of a CVA Creditor in relation to their Allowed Claims. Where the outcome is in excess of 100% (i.e. a surplus), any surplus of assets remaining after payment of Allowed Claims in full (100 pence in the pound) shall, before being applied for any other purpose, be applied in paying Statutory Interest on Allowed Claims in accordance with rule 168 of the SAR and any other relevant provisions in the Insolvency Rules and/or Regulations.

14.11 Participating Creditors, by virtue of their ultimately acquiring the beneficial interest of both Exiting Creditors’ and Stay-in Creditors’ claims that will transfer to the CVA Trust, could benefit additionally from any outcome above 99.75% in respect of the CVA Trust. Equally, in a ‘low’ outcome they are exposed to potentially realising less than their 99.75% investment in acquiring their interest in the CVA Trust. Broadly this would create a leverage effect, substantially increasing the magnitude of the Participating Creditors’ aggregate financial return/loss beyond the range of the estimated “low” and “high” outcomes.

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SECTION 2: TERMS OF THE COMPANY VOLUNTARY ARRANGEMENT

PART A:

INTRODUCTION

1 DEFINITIONS AND INTERPRETATION

1.1 Terms defined in Schedule 1 (Definitions and Interpretation) have the same meaning when used in the Proposal and the CVA unless the context requires otherwise and the interpretation provisions in Schedule 1 shall apply as if they were set out in full in this paragraph 1.1.

1.2 If there is a conflict or inconsistency between the terms of the CVA set out in this Section 2 and the summary of this Proposal set out in Section 1 (The Proposal), the terms in this Section 2 shall prevail.

2 IMMEDIATELY EFFECTIVE PROVISIONS OF THE CVA

2.1 The terms of paragraph 1 (Definitions and Interpretation) to paragraph 3 (Conditions Precedent), paragraph 10 (Disputed ) and paragraph 14 (Role of Supervisors and Administrators) to paragraph 31 (Governing Law and Jurisdiction) of this Section 2 shall have full force and effect from the time the decision approving the CVA has effect pursuant to section 4A of the Insolvency Act.

3 CONDITIONS PRECEDENT

3.1 With the exception of the provisions referred to in paragraph 2 (Immediately Effective Provisions of the CVA) of this Section 2, the CVA shall not come into effect and the Implementation Date will not occur until each of the following conditions is satisfied or (in the case of paragraphs 3.1(d) and 3.1(e) below only) waived by the Supervisors:

(a) the decision approving the CVA has become effective pursuant to section 4A of the Insolvency Act;

(b) the Meeting Reports have been filed with the Court;

(c) the Challenge Period has ended;

(d) after the Challenge Period has ended, either:

(i) no application has been served on the Company by any person under sections 4(A)3, 6(1)(a) or 6(1)(b) of the Insolvency Act or appeal under rule 15.35 of the Insolvency Rules which, if determined in favour of the applicant, would alter the outcome of the Creditors’ Meeting; or

(ii) if any such application or appeal has been served prior to the expiry of the Challenge Period, such application has been withdrawn, discontinued, struck out or dismissed; and

(e) if there are any Disputed Claims after the Challenge Period has ended, the Administrators have confirmed that this should not preclude the CVA from becoming effective.

3.2 The Supervisors will promptly notify all Allowed Creditors and Disputed Creditors of the occurrence of the Implementation Date via the Administrators’ Website.

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PART B:

THE COMPOSITION

4 CATCH-UP DISTRIBUTION

4.1 As soon as reasonably practicable after the Implementation Date, the Administrators will proceed to make a catch-up distribution to each Allowed Creditor that, as at the Final Claims Date, has received less than 90 pence in the pound by way of distributions on their Allowed Claim.

4.2 The amount of the catch-up distribution referred to in paragraph 4.1 above will, in respect of each relevant Allowed Creditor, be equal to the amount required to bring the aggregate distributions to that Allowed Creditor to 90 pence in the pound on their Allowed Claim (excluding any other payments they may be entitled to under the CVA).

5 GOVERNANCE AND LITIGATION PROTOCOLS

5.1 On and from the Implementation Date, the Administrators shall comply with Schedule 14 (Governance and Litigation Protocols).

5.2 This paragraph 5 is for the benefit of the Participating Creditors and their successors in title, assignees and transferees only.

6 CVA TRUST

6.1 As soon as reasonably practicable after the Implementation Date, the Administrators, the Company (acting by the Administrators) and each of the Participating Creditors will enter into the CVA Trust Deed, which will constitute and govern the CVA Trust.

6.2 Under and in accordance with the CVA Trust Deed, the CVA Trustee shall hold the CVA Trust Assets (being all Assigned Exiting Creditors’ Claims, all Assigned Stay-in Creditors’ Claims and all amounts standing to the credit of the CVA Trust Account) as bare trustee upon trust absolutely for the Participating Creditors as beneficiaries and administer the CVA Trust and make distributions to the Participating Creditors in accordance with the terms of the CVA Trust Deed and subject always to the provisions of the CVA.

6.3 None of the provisions of the CVA shall operate so as to pass or transfer the whole or any part of the beneficial interest in the CVA Trust Assets to any person other than the Participating Creditors which are absolutely entitled thereto under the Trust Deed.

6.4 The CVA Trust shall terminate in accordance with the terms of the Trust Deed on the date on which the CVA Trustee confirms that the CVA Trust Assets have been reduced to zero.

7 PARTICIPATING CREDITORS

7.1 Each Participating Creditor agrees and acknowledges that it must fund its Individual Funding Requirement in accordance with the CVA and that it will not be entitled to any amount of the Exit Payments or the Final Stay-in Creditors’ Distribution.

7.2 As soon as reasonably practicable after the Implementation Date and once the Exiting Creditors have been determined in accordance with paragraph 8.1 below, the Administrators will determine:

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(a) the CVA Investment Requirement by multiplying the aggregate amount of the Allowed Claims of the Exiting Creditors by the CVA Investment Rate and then deducting the aggregate amount of all Excess Distributions to Exiting Creditors; and

(b) the Individual Funding Requirement of each Participating Creditor as follows:

(i) thirty (30) percent. of the CVA Investment Requirement will be funded by the Underwriting Creditor; and

(ii) seventy (70) percent. of the CVA Investment Requirement will be funded by the Participating Creditors (including the Underwriting Creditor) in accordance with their respective Pro Rata Funding Shares,

and notify each Participating Creditor of its Individual Funding Requirement and the relevant details of the CVA Trust Account (the date of such notice, the “Allocation Date”).

7.3 As soon as reasonably practicable after the Allocation Date and in any event within 5 Business Days thereof (such date, the “Funding Deadline”), each Participating Creditor will ensure that its Individual Funding Requirement is transferred to the CVA Trust Account in pounds in immediately cleared funds by bank transfer (without set-off, withholding or any deduction of any kind including for any taxation, bank transfer or other costs or claims).

7.4 If the Administrators determine that, at 5:00 p.m. on the Funding Deadline, the amount standing to the credit of the CVA Trust Account is less than the CVA Investment Requirement, the Administrators may, at their discretion, designate the Participating Creditor that failed to fund its Individual Funding Requirement as a Defaulting Participating Creditor, upon which the Administrators may:

(a) re-calculate the Individual Funding Requirement of each Participating Creditor that is not a Defaulting Participating Creditor (the “Non-Defaulting Participating Creditors”) by excluding the Pro Rata Funding Share of the Defaulting Participating Creditor; and

(b) notify each Non-Defaulting Participating Creditor of its Additional Individual Funding Requirement.

7.5 As soon as reasonably practicable after being notified, and in any event within 5 Business Days, thereof (such date being the “Additional Funding Deadline”) each Non-Defaulting Participating Creditor will ensure that its Additional Individual Funding Requirement is transferred to the CVA Trust Account in pounds in immediately cleared funds by bank transfer (without set-off, withholding or any deduction of any kind including for any taxation, bank transfer or other costs or claims).

7.6 If the administrators determine that, at 5:00pm on the Additional Funding Deadline, the amount standing to the credit of the CVA Trust Account is still less than the CVA Investment Requirement, the Administrators may, at their discretion, repeat the process set out in paragraph 7.4 above and each Non-Defaulting Participating Creditor must ensure that its Additional Individual Funding Requirement is transferred to the CVA Trust Account in the same manner as set out in paragraph 7.5 above and the Parties agree that this process may be repeated until the Administrators ae satisfied that the amount standing to the credit of the CVA Trust Account is equal to the CVA Investment Requirement.

7.7 Each Participating Creditor (including if they become a Defaulting Participating Creditor) agrees that in the event of any non-payment or a default by that Participating Creditor or other non-performance of any of its obligations under the Proposal, the Administrators shall be entitled to exercise a right of set-off, counterclaim, deduction or retention in respect of any outstanding payment obligation of that Participating Creditor (or Defaulting Participating Creditor), any reasonable costs incurred by the

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Administrators in connection with having to re-run the allocation and funding process, or the process of putting the Proposal to the CVA Creditors and implementing the Proposal (if as a result of a default of such Participating Creditor), the Proposal fails to proceed and any other reasonable costs incurred by the Administrators as a result of the default of such Participating Creditor (or Defaulting Participating Creditor) against any payment of dividend or distribution, whether under the Proposal or otherwise, which the Administrators may be obliged to make to such Participating Creditor (or Defaulting Participating Creditor).

7.8 Once the Administrators are satisfied that the amount standing to the credit of the CVA Trust Account is equal to the CVA Investment Requirement and provided the CVA has not been terminated in accordance with its terms (together, the “Exit Payment CPs”), the CVA Trustee will notify the CVA Creditors of the same via the Administrators’ Website (“Exit Payment CPs Notice”) as soon as reasonably practicable proceed to make the Exit Payments to the Exiting Creditors in accordance with the CVA Trust Deed and paragraph 8 below.

7.9 In consideration of funding its Individual Funding Requirement, each Participating Creditor shall acquire a beneficial interest in the CVA Trust Assets in the same proportion as its Pro Rata Trust Share.

7.10 On and from the date on which all Exit Payments have been made, the Participating Creditors may assign or transfer their beneficial interest in the CVA Trust to other Participating Creditors or to third parties in accordance with the process, and subject to the conditions, set out on the Administrators’ Website for trading claims against the Estate.

7.11 If the CVA is terminated in accordance with its terms prior to the date on which the Exit Payments are made, the CVA Trustee will (in accordance with, and subject to, the terms of the CVA Trust Deed) promptly proceed to transfer the CVA Investment Requirement back to the Participating Creditors in accordance with their respective Pro Rata Trust Share.

7.12 Each Participating Creditor agrees that it shall not be entitled, and hereby irrevocably waives any right that it may have, to receive any amount of the Proposed Distribution on its Allowed Claim or on any Assigned Exiting Creditors’ Claim (in which it holds a beneficial interest via the CVA Trust).

7.13 For the avoidance of doubt, the waiver in respect of the Proposed Distribution under paragraph 7.11 above shall not impact a Participating Creditor’s right to receive dividends or distributions made by the Administrators after the CVA has terminated on their Allowed Claims or on the Assigned Claims (held on trust for the Participating Creditors as the beneficiaries under the CVA Trust).

7.14 Each Participating Creditor agrees and acknowledges that the amount of any such further distributions may be less than the amount it would have received under the CVA if it had been an Existing Creditor or a Stay-in Creditor.

8 EXITING CREDITORS

8.1 As soon as reasonably practicable after the Implementation Date, the Administrators will determine the Exiting Creditors.

8.2 Subject to this paragraph 8, each Exiting Creditor is entitled to an Exit Payment in an amount equal to the CVA Investment Rate on its Allowed Claim less its Excess Distributions (if any) (its “Individual Exit Amount”).

8.3 As soon as reasonably practicable upon satisfaction of the Exit Payment CPs, the CVA Trustee will use the amounts standing to the credit of the CVA Trust Account to pay each Exiting Creditor its Individual Exit Amount in accordance with the CVA Trust Deed.

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8.4 With effect from the Exit Payment CPs Notice, pursuant to the CVA, each Exiting Creditor hereby:

(a) assigns and agrees to assign its Allowed Claim (including its rights to any distributions in respect thereof) to the CVA Trustee (such claims, the “Assigned Exiting Creditors’ Claims”);

(b) irrevocably appoints the CVA Trustee as its agent, in the name of such Exiting Creditor or otherwise, to assert such Assigned Exiting Creditors’ Claims against the Company and such Exiting Creditor shall not be entitled to assert such Assigned Exiting Creditors’ Claims except through the agency of the CVA Trustee and, to the extent permitted by law, this appointment shall remain in full force and effect notwithstanding the death, bankruptcy or insolvency of such Exiting Creditor; and

(c) agrees that, without prejudice to those Allowed Claims assigned under paragraph (a) above, any claims and entitlements (whether provable or non-provable, past, present or future, actual, prospective or contingent, direct or indirect, known or unknown) which the Exiting Creditors have or may have against the Company or the Administrators or the Supervisors whether arising in contract, tort, equity, under statute and whether arising under the laws of England and Wales or any other jurisdiction or howsoever will be released and the Company will have no further liabilities of any kind to the Exiting Creditors.

8.5 Each Exiting Creditor shall, at the request of the CVA Trustee, do such acts and things and execute such deeds and documents and in particular such forms of assignment, transfer or assurance as the CVA Trustee may from time to time reasonably require to fully and effectively vest in the CVA Trustee all the rights assigned under paragraph 8.4(a) above, or to perfect or evidence the vesting in the CVA Trustee of the same. Additionally, and to the extent required, each Exiting Creditor hereby irrevocably and unconditionally appoints the CVA Trustee to be its agent and on its behalf to do such acts and things and execute such documents as may be required to give effect to this paragraph 8.5.

8.6 The Company hereby acknowledges and confirms that it has received notice of the assignment under paragraph 8.4(a) above.

8.7 If, after an Exiting Creditor has received its Individual Exit Amount, its Allowed Claim is withdrawn or expunged, or the amount of it is reduced, the relevant Exiting Creditor shall immediately on demand repay to the Administrators any amount overpaid and the Administrators shall distribute the same to the Participating Creditors in accordance with their Pro Rata Trust Share.

9 STAY-IN CREDITORS

9.1 As soon as reasonably practicable after the Implementation Date, the Administrators will determine the Stay-in Creditors.

9.2 The Stay-in Creditors shall not be entitled to any Exit Payments and shall retain their Allowed Claims until such time as set out in this paragraph 9 (Stay-in Creditors).

9.3 When the Administrators, acting in good faith, declare that all Provable Claims against the Company that would materially affect the value of the proposed payments to the Stay-in Creditors have been finally determined to the satisfaction of the Administrators, they will give notice of a proposed distribution in accordance with the SAR (the “Proposed Distribution”).

9.4 The amount of the Proposed Distribution will not include the benefit of any payment or settlement in respect of the Pending DTT Reclaims or EU Reclaims and the Administrators may before making the Proposed Distribution, reserve any amount they consider necessary in relation to future expenses of the Administration.

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9.5 By virtue of the waiver in paragraph 7.12 above, the entire amount of the Proposed Distribution will be payable to the Stay-in Creditors as the Final Stay-in Creditors’ Distribution.

9.6 The Administrators will make the Final Stay-in Creditors’ Distribution to the Stay-in Creditors in accordance with the SAR.

9.7 With effect from the notice of the Proposed Distribution (if any), pursuant to the CVA, each Stay-in Creditor:

(a) assigns and agrees to assign its Allowed Claim (including its rights to any distributions in respect thereof) to the CVA Trustee (such claims, the “Assigned Stay-in Creditors’ Claims”);

(b) irrevocably appoints the CVA Trustee as its agent, in the name of such Stay-in Creditor or otherwise, to assert such Assigned Stay-in Creditors’ Claims against the Company and such Stay-in Creditor shall not be entitled to assert such Assigned Stay-in Creditors’ Claims except through the agency of the CVA Trustee and, to the extent permitted by law, this appointment shall remain in full force and effect notwithstanding the death, bankruptcy or insolvency of such Stay-in Creditor; and

(c) agrees that, without prejudice to those Allowed Claims assigned under paragraph (a) above, any claims and entitlements (whether provable or non-provable, past, present or future, actual, prospective or contingent, direct or indirect, known or unknown) which the Stay-in Creditors have or may have against the Company or the Administrators or the Supervisors whether arising in contract, tort, equity, under statute and whether arising under the laws of England and Wales or any other jurisdiction or howsoever will be released and the Company and the Administrators and the Supervisors will have no further liabilities of any kind to the Stay-in Creditors.

9.8 Each Stay-in Creditor shall, at the request of the CVA Trustee, do such acts and things and execute such deeds and documents and in particular such forms of assignment, transfer or assurance as the CVA Trustee may from time to time reasonably require to fully and effectively vest in the CVA Trustee all the rights assigned under paragraph 9.7 above, or to perfect or evidence the vesting in the CVA Trustee of the same. Additionally, and to the extent required, each Stay-in Creditor hereby irrevocably and unconditionally appoints the CVA Trustee to be its agent and on its behalf to do such acts and things and execute such documents as may be required to give effect to this paragraph 9.8.

9.9 The Company hereby acknowledges and confirms that it has received notice of the assignment under paragraph 9.7 above.

9.10 If, after a Stay-in Creditor has received its Final Stay-in Creditor Distribution, its Allowed Claim is withdrawn or expunged, or the amount of it is reduced, the relevant Stay-in Creditor shall immediately on demand repay to the Company any amount overpaid.

9.11 Each Stay-in Creditor agrees and acknowledges that the amount it receives by way of Stay-in Creditors’ Distribution may be less than the Exit Payment it would have received if it had been an Exiting Creditor.

10 DISPUTED CLAIMS

10.1 Disputed Creditors will be treated as Stay-in Creditors for the purposes of the CVA if, and to the extent, they have a Determined Claim.

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10.2 The Disputed Claims of Disputed Creditors will be determined in accordance with the rules and procedures set out in the SAR, the key provisions of which are summarised in this paragraph 10 (Disputed Claims).

Admission and rejection of proofs for dividend

10.3 The Administrators may admit a proof for dividend either for the whole amount claimed by the CVA Creditor, or for part of that amount.

10.4 If the Administrators reject a proof in whole or in part, the Administrators shall prepare a written statement of reasons for doing so, and send it as soon as reasonably practicable to the CVA Creditor.

Appeal against decision on proof

10.5 If a CVA Creditor or member is dissatisfied with the Administrators’ decision with respect to their proof, that CVA Creditor or member may apply to the Court for the decision to be reversed or varied and the application must be made within 21 days of the CVA Creditor receiving the statement sent under paragraph 10.4 above.

10.6 The Administrators shall, on receipt of notice of an application to the Court, file with the Court the relevant proof, together (if appropriate) with a copy of the statement sent under paragraph 10.4 above.

10.7 Where the application is made by a member, the Court must not disallow the proof (in whole or in part) unless the member shows that there is (or would be but for the amount claimed in the proof), or that it is likely that there will be (or would be but for the amount claimed in the proof), a surplus of assets to which the Company would be entitled.

10.8 After the application has been heard and determined, the proof shall, unless it has been wholly disallowed, be returned by the Court to the Administrators.

10.9 The Administrators are not personally liable for costs incurred by any person in respect of an application under this Proposal unless the Court otherwise orders.

11 INTEREST

11.1 In accordance with rule 168 of the SAR, any surplus remaining after payment of Allowed Claims in full (100 pence in the pound) shall, before being applied for any other purpose, be applied in paying statutory interest on those Allowed Claims for the period during which they have been outstanding since the Administration Date.

11.2 Each CVA Creditor agrees that an amount of interest (if any) calculated in the manner set out in the paragraph above (ignoring for these purposes whether or not the Company has gone into liquidation) shall be payable by the Company in respect of Allowed Claims (including, for the avoidance of doubt, any Assigned Exiting Creditors’ Claims and Assigned Stay-in Creditors’ Claims) (the “Statutory Interest”) even if, before the Statutory Interest is paid, the relevant provisions of the SAR and the Regulations cease to apply by reason of the Company entering liquidation.

12 SUBORDINATED DEBT

12.1 Finance Europe acknowledges and agrees that the Subordinated Debt shall not be proved for or be admitted for dividend in the Administration nor in any subsequent liquidation of the Company unless and until all Statutory Interest and non-provable liabilities, which are properly payable as such are paid in full by the Company as determined in Waterfall I.

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12.2 Other than as set out in paragraph 11 (Interest) above and in this paragraph 12 (Subordinated Debt), the rights and claims of Finance Europe in respect of its Subordinated Debt will be unaffected by the CVA.

13 RELEASE OF OTHER CVA CLAIMS AND LIABILITIES

13.1 On the Implementation Date all CVA Claims (other than Allowed Claims, Disputed Claims, the Subordinated Debt and, for the avoidance of doubt, the entitlement of any Exiting Creditor to its Individual Exit Amount) shall be fully and irrevocably discharged and extinguished.

13.2 On the Implementation Date, each CVA Creditor and the Sole Member (including, in every case, any such person’s successors in title, assignees and transferees) fully, irrevocably and all unconditionally release and discharge each Released Party from every claim and liability that relates to or is comprised of, directly or indirectly or in any way whatsoever, the preparation, negotiation, documentation and implementation of the CVA, other than rights under the terms of this CVA or Part I of the Insolvency Act. The benefit of the releases contained in this paragraph 13.2 will be held on trust by the Company for the benefit of each Released Party. Each Released Party shall be entitled to rely on this paragraph 13.2 as if they were a party to this Proposal.

13.3 Each CVA Creditor and the Sole Member (including, in each case, such person’s successors in title, assignees and transferees) irrevocably agree that the Administrators shall be discharged from liability under paragraph 98 of Schedule B1 to the Insolvency Act, such discharge to take effect immediately upon the registration of the Administrators’ final progress report by the Registrar of Companies. Such discharge will be subject to paragraph 98(4) of Schedule B1 to the Insolvency Act.

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PART C:

MANAGEMENT OF THE CVA

14 ROLE OF SUPERVISORS AND ADMINISTRATORS

14.1 It is proposed, subject to the approval of the Company and the CVA Creditors, that the Nominees (who are authorised by the Institute of Chartered Accountants in England and Wales (ICAEW) and qualified to act as insolvency practitioners in relation to the Company) are appointed as Supervisors for the purpose of acting in relation to and supervising the implementation of the CVA. The role of the Nominees shall cease at the commencement of the appointment of the Supervisors.

14.2 The contact details for the Supervisors for the purposes of the CVA are:

Names: Mr Richard Heis, Mr Michael Robert Pink and Mr Edward George Boyle

Post: MF Global UK Limited (in special administration) c/o KPMG LLP 15 Canada Square, Canary Wharf, London, E14 5GL Attn: The Administrators

Email: mfglobalclaims@kpmg.co.uk

Phone: +44 (0)20 7785 0308

14.3 Notwithstanding the approval and implementation of the CVA and save to the extent that such powers or functions would conflict with the powers and functions of the Supervisors, the Administrators shall continue to exercise and perform all the powers and duties in relation to the Company conferred on them by all relevant legislation for as long as the Administrators shall continue in office as administrators. In particular, they will continue to have the power to use all the assets of the Company, subject to the terms of this Proposal, in the management of the business, property and affairs of the Company and shall have the power to bring or defend Proceedings and to do any act or make any payment out of the assets of the Company which is, in their opinion, consistent with the purposes of the Administration or the CVA.

14.4 The Administrators shall not have any duties or responsibilities in relation to matters related to the CVA other than those expressly referred to herein. Such duties shall be owed solely to the Company (save as expressly provided herein). No such duty shall be owed by the Administrators to any other company or directly to any creditor of the Company.

14.5 The flow chart set out in paragraph 1.20 of Section 1 further describes the roles of the Nominees, the Supervisors and the Administrators throughout the course of the CVA.

15 GENERAL DUTIES AND POWERS OF THE SUPERVISORS

15.1 A Supervisor shall vacate office if that Supervisor:

(a) dies;

(b) is convicted of an indictable offence (other than a road traffic offence) in the UK;

(c) resigns office by 28 days’ notice in writing to the Company; or

(d) ceases to be a qualified insolvency practitioner within the meaning of section 390 of the Insolvency Act.

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15.2 If a Supervisor vacates office, the existing Supervisors may appoint a replacement Supervisor who is a qualified insolvency practitioner.

15.3 Any act required to be done by the Supervisors may be done jointly and severally.

15.4 It shall be the duty of the Supervisors to implement the CVA in accordance with the provisions of Part I of the Insolvency Act and the Insolvency Rules and the terms of the Proposal. For the avoidance of doubt, the CVA Creditors irrevocably authorise the Supervisors to exercise and carry out all acts and exercise all discretions, authorities, powers and duties conferred upon the Supervisors by or reasonably incidental to the Proposal in order to facilitate the implementation and operation of the CVA. Without prejudice to the generality of this paragraph, the Supervisors shall have the power to:

(a) appoint a solicitor or accountant or other professionally qualified person to assist with the performance of their functions;

(b) bring or defend any action or other legal proceedings in the name and on behalf of the Company for the purpose of enforcing the provisions of the CVA;

(c) refer to arbitration any question affecting enforcing the provisions of the CVA;

(d) use the Company’s seal;

(e) do all acts and to execute in the name and on behalf of the Company any deed, receipt or other document;

(f) make any payment that is necessary or incidental to the performance of their functions;

(g) apply to the Court for directions in respect of any matter arising in connection with the CVA; and

(h) undertake any other functions which it may be necessary or expedient for the Supervisor to undertake in connection with the implementation of the CVA.

15.5 The Supervisors shall have, in addition to any powers conferred on them under the Insolvency Act or the Insolvency Rules or otherwise as a matter of law, such powers as are necessary or expedient to enable them to carry out their functions under the CVA in accordance with its terms.

15.6 The Supervisors shall have no duties or responsibilities except as may be expressly set out herein or imposed by the Insolvency Act and Insolvency Rules.

15.7 The Supervisors’ duties shall be owed solely to the Company. Except as specifically provided otherwise in the CVA, no Supervisor shall assume any fiduciary or other duty or responsibility to any CVA Creditor or any other creditor of the Company (including such person’s successors in title, assignees and transferees) as a result of the implementation or operation of the CVA.

15.8 A person dealing with the Supervisors in good faith and for value is not concerned to enquire whether the Supervisors are acting within their powers.

15.9 Neither the Nominees, the Supervisors, their staff nor their agents shall incur any personal liability in connection with the preparation, adoption, agreement, negotiation or implementation of the CVA or in connection with any collateral or ancillary arrangement.

15.10 The Supervisors may perform their duties through agents and employees and shall be entitled to rely on any communication, instrument, document or information (whether provided in writing or orally) considered by them to be genuine and correct and shall be entitled to rely upon the advice of, or

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information obtained from, any professional adviser or other person instructed by them and considered by them in good faith to be competent.

15.11 The powers given to the Supervisors and the Administrators by the CVA shall be exercisable without the sanction of a creditors’ committee.

15.12 Each of (i) the CVA Creditors (including such person’s successors in title, assignees and transferees) and (ii) the Company, agrees that the Supervisors shall not assume any fiduciary or other special responsibility or duty to any CVA Creditor or the Company (including such person’s successors in title, assignees and transferees) as a result of the implementation or operation of the CVA and that all information supplied to the Supervisors has emanated from the Company or some other third party and that the Supervisors do not warrant the accuracy of that information.

15.13 In exercising their powers under the CVA, the Supervisors shall act as the Company’s agents. Without prejudice to the generality of the foregoing, the Supervisors and each of them shall be entitled to an indemnity on demand out of the assets of the Company (in the absence of fraud or wilful default) against:

(a) all actions, claims, Proceedings and demands brought or made against them in connection with the CVA and in respect of all remuneration, expenses and liabilities and obligations incurred by them; and

(b) any liability incurred by them in any Proceedings, whether civil or criminal, to which they become a party in connection with the CVA.

16 COMPANY’S OBLIGATIONS TO THE SUPERVISORS

16.1 For as long as the CVA shall be in force, the Company shall:

(a) give the Supervisors, without charge, such assistance as they may reasonably require in connection with the CVA;

(b) provide the Supervisors with such authorities as they need to deal with creditors as they think fit;

(c) immediately inform the Supervisors if any events should arise which would negatively impact the CVA; and,

(d) for as long as the CVA shall be in force, the Company and the Administrators shall provide the Supervisors with their fullest co-operation.

17 REMUNERATION AND EXPENSES OF SUPERVISORS AND NOMINEES

17.1 The Supervisors and Nominees shall be remunerated in respect of their work in preparing, implementing and operating the CVA and all acts reasonably incidental thereto. The basis of the Supervisors’ and Nominees’ remuneration for dealing with such an application will be fixed by reference to the time properly given by them and their staff in attending to matters arising in connection with the application.

17.2 Such time costs shall be charged at the Supervisors’ and Nominees’ rates from time to time for insolvency-related work (the rates as at the Proposal Date are set out at Schedule 12 (KPMG Charge Out Rates for Supervisors)).

17.3 Fees and expenses incurred by the Supervisors and the Nominees (including for the avoidance of doubt, the costs of the CVA Trustee) shall be invoiced monthly (or such other period as the Supervisors or Nominees determine) to the Company and shall be paid in full promptly.

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17.4 It is estimated that the total fees to be paid to the Nominees shall amount to £370,000. Based upon the strategy set out in this Proposal the expectation is that the CVA will be completed after approximately 2 years, in which case it is estimated that the total fees to be paid to the Supervisors shall amount to £900,000.

17.5 The existing creditors’ committee (which currently oversees the fees and remuneration of the Administrators) shall oversee the remuneration and fee arrangements for the Nominees and the Supervisors. Subject to the provisions of rule 113 of the SAR, the Administrators agree to propose that the Participating Creditors’ Representative be appointed to the creditors committee. Once the Exit Payments are made, the Exiting Creditors will no longer be creditors of the Company, which may necessitate a change in the composition of the creditors’ committee.

17.6 See Schedule 9 (Voluntary Arrangements – Creditors’ Guide to Insolvency Practitioners’ Fees) for further background.

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PART D:

MISCELLANEOUS

18 PREFERENTIAL AND SECURED CREDITORS

18.1 The Administrators are not aware of any Preferential Creditors. Notwithstanding this, any Preferential Creditors will not be entitled to vote on this Proposal in respect of their Preferential Liabilities and their rights in respect of their Preferential Liabilities will not be affected by this Proposal.

18.2 The Administrators are not aware of any Secured Creditors. Notwithstanding this, any Secured Creditors are not entitled to vote on this Proposal in respect of their Secured Liabilities and their rights in respect of their Secured Liabilities, including their rights to enforce their security, will not be affected by this Proposal.

19 CONNECTED CREDITORS

19.1 The meaning of a connected person is set out in section 249 of the Insolvency Act. Save as referred to in paragraph 19.2 below, to the extent that any CVA Creditor is a connected person, they shall be treated in the same manner as CVA Creditors who are not connected persons and will rank equally with respect to any entitlement in accordance with the terms of the CVA.

19.2 Each of the Company Affiliates is an associate of the Company and will be treated as a Connected Creditor for the purposes of voting on the proposed CVA. The treatment of the votes of the Company Affiliates for the purposes of the Creditors’ Meeting is set out in paragraph 8.6 of Section 1.

20 EXCESS CREDITORS

Excess Creditors will be treated as Stay-in Creditors for the purposes of the CVA. For the avoidance of doubt, an Excess Creditor will only be entitled to any Final Stay-in Creditors’ Distribution if and to the extent the aggregate distributions to a Stay-in Creditor following the Final Stay-in Creditors’ Distribution will exceed the aggregate amounts distributed (or deemed to have been distributed) to that Excess Creditor prior to the Final Stay-in Creditors Distribution.

21 PAYMENTS

21.1 The Administrators and the CVA Trustee will make all payments under or in connection with the CVA to the account details last notified to the Administrators unless notified otherwise and any payment made to such account details will constitute payment to the relevant Allowed Creditor for the purposes of the CVA. The Administrators and the CVA Trustee shall be under no obligation to verify the correctness of any account details provided to them by an Allowed Creditor and if the account details provided are incorrect it is the responsibility of the relevant Allowed Creditor to provide the correct details

21.2 Without prejudice to the generality of the CVA:

(a) the Administrators and the CVA Trustee shall be under no obligation to make any payment to a CVA Creditor if the Administrators, in their sole discretion acting in accordance with the Regulations and the SAR, determine that such payment would cause them to breach any regulation or legal requirement (including without limitation any know-your-customer requirements and sanctions legislation);

(b) if the Administrators or CVA Trustee believe that there may be a withholding requirement under applicable tax legislation, they are entitled to withhold any required amount and pay the net amount to the relevant Allowed Creditor(s).

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22 LIABILITIES

The CVA shall apply to all Liabilities of the Company, other than Preferential Liabilities, Secured Liabilities and liabilities constituting Expenses.

23 ANTECEDENT TRANSACTIONS

The Company went into Administration in 2011. The Administrators consider that, for the purposes of this Proposal, there are no circumstances to the Administrators’ knowledge giving rise to the possibility of claims under section 238 (Transactions at an undervalue), section 239 (Preferences), section 244 (Extortionate credit transactions), or section 245 (Avoidance of certain floating charges) of the Insolvency Act. The Administrators have concluded that no material circumstances are present in the period prior to the Proposal Date which could give rise to an application under any of the sections referred to above.

24 PRESCRIBED PART

Pursuant to rule 2.3(a)(i) of the Insolvency Rules, this CVA must set out an estimate of the prescribed part. The prescribed part, being a sum which the Administrators are required to set aside from the realisation of assets which are subject to a floating charge, does not apply in the Administration as no sums were due to secured creditors on the Administration Date. As such, the value of the prescribed part is zero.

25 MISCELLANEOUS

25.1 No further credit facilities are to be arranged for the Company in connection with the Proposal and no guarantees are to be offered by any person in connection with this Proposal.

25.2 To the best of the Administrators’ knowledge and belief, no guarantees have been given in respect of the Company’s debts. No guarantees are proposed to be offered for the purposes of the CVA and no security is to be given or sought.

25.3 The Company is a ‘credit institution’ and therefore Regulation (EU) 2015/848 of the European Parliament and of the Counsel of 20 May 2015 on insolvency proceedings (recast) does not apply.

25.4 The Administrators agree that they shall do such things as may reasonably be required (if any) by the Supervisors in order to give effect to the terms of this Proposal.

26 MODIFICATIONS

26.1 Subject to paragraph 26.2 below, this CVA may be modified if the Company and 75% or more in value of the CVA Creditors present and voting on the proposed modification in person or by proxy at a Creditors’ Meeting approve it. Such approval shall be binding on all CVA Creditors (including such person’s successors in title, assignees and transferees). The Supervisors will circulate to the CVA Creditors details of the proposed modifications and propose location(s), date(s) and time(s) for a Creditors’ Meeting for this purpose.

26.2 The provisions of rules 15.28 and 15.34 of the Insolvency Rules shall apply to any voting in respect of such modifications. The members shall be deemed to approve any modifications approved by the CVA Creditors without the need for a Members’ Meeting to be held, unless the modifications materially prejudice the interests of the members, in which case a Members’ Meeting shall be held and the modification voted on in accordance with the provisions of rules 2.35 and 2.36 of the Insolvency Rules.

26.3 If a modification is made to this Proposal and the CVA in accordance with this paragraph 26 (Modifications), then the terms of this Proposal and the CVA (as modified) shall be restated and a

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copy of this Proposal and the CVA (as modified) shall be made available to the CVA Creditors of the Company by the Supervisors or as the Court shall otherwise direct.

26.4 The Supervisors will have the power at any time after the Implementation Date to modify the provisions of the CVA, provided such modifications are in the best interests of the CVA Creditors and do not materially alter the effect or economic substance of the CVA. The Supervisors shall inform the CVA Creditors of any such modifications and such modifications shall be binding on all the CVA Creditors (including such person’s successors in title, assignees and transferees).

27 TERMINATION

27.1 The CVA shall terminate on the earlier of:

(a) the date on which the Final Stay-in Creditors’ Distribution (if any) has been paid to the Stay-in Creditors whereupon the CVA shall be complete;

(b) the date falling 6 months after the Relevant Date, if the Implementation Date has not occurred by that date;

(c) the date on which the Supervisors determine, in their sole discretion, that there is a material impediment to the implementation of the CVA (or any material part thereof); and

(d) the date on which the Supervisors terminate the CVA in accordance with a direction from the Court.

27.2 Within 28 days of the CVA terminating, the Supervisors shall either send an Implementation Notice (if the CVA terminated under paragraph 27.1(a) above) or a Termination Notice (if the CVA terminated other than under paragraph 27.1(a) above) to those CVA Creditors that hold an Allowed Claim or a Disputed Claim or a beneficial interest in the CVA Trust as at that date.

27.3 Upon termination of the CVA:

(a) the powers and duties of the Supervisors shall terminate and the Supervisors shall be fully and completely discharged from all obligations and liabilities in relation to the CVA;

(b) if the Implementation Date has occurred, the CVA Creditors (including such person’s successors in title, assignees and transferees) shall not be entitled to recover any sums from the Company and the compromises, releases and discharges given in paragraph 13 (Release of other CVA Claims and Liabilities) of this Section 2 shall remain in full force and effect and the CVA shall continue to apply to the extent necessary to give full meaning and effect to those provisions;

(c) if the CVA Trust has been constituted under the CVA Trust Deed, it shall continue to operate in accordance with the provisions of the CVA Trust Deed and paragraph 6 (CVA Trust) of this Section 2 shall remain in full force and effect and the CVA shall continue to apply to the extent necessary to give full meaning and effect to those provisions;

(d) if the CVA terminates under paragraph 27.1(a) above only, paragraph 5 (Governance and Litigation Protocols) of this Section 2 shall remain in full force and effect and the CVA shall continue to apply to the extent necessary to give full meaning and effect to those provisions; and

(e) if the Implementation Date has occurred, paragraphs 11 (Interest) and 12 (Subordinated Debt) of this Section 2 shall remain in full force and effect and the CVA shall continue to apply to the extent necessary to give full meaning and effect to those provisions; and

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(f) paragraphs 10.5 to 10.20 of Section 1 (the Proposal) relating to dispute resolution, 14 (Role of Supervisors and Administrators), 15 (General Duties and Powers of the Supervisors), 17 (Remuneration and Expenses of Supervisors and Nominees), 27 (Termination), 28 (Notices), 29 (Future Insolvency Proceedings), 30 (Administrators’ Exclusion of Liability) and 31 (Governing Law and Jurisdiction) of this Section 2 shall remain in full force and effect and the CVA shall continue to apply to the extent necessary to give full meaning and effect to those provisions.

28 NOTICES

28.1 Unless otherwise stated herein or as permitted under the Insolvency Rules, any notice or demand hereby or by law authorised or required to be given shall be sufficiently given by sending a copy (1) in the case of the Company, by e-mail to mfglobalclaims@kpmg.co.uk or by post to MF Global UK Limited (in special administration) c/o KPMG LLP, 15 Canada Square, Canary Wharf, London, E14 5GL (for the attention of the Administrators) and (2) in the case of any other party, its postal address last known to the Company.

28.2 If such notice or demand is posted, it shall be deemed to have been received by the addressee 48 hours after the same shall have been posted.

29 FUTURE INSOLVENCY PROCEEDINGS

This CVA shall be unaffected by any administration, liquidation or receivership or analogous proceedings in any jurisdiction whatsoever in respect of the Company or any other member of the Group and shall, in these circumstances, continue according to its terms.

30 ADMINISTRATORS’ EXCLUSION OF LIABILITY

The Administrators, acting as Nominees, have prepared this Proposal as agents for and on behalf of the Company. Neither they, their firm, nor its members, partners, directors, officers, employees nor any of their respective agents, advisers or representatives shall incur any personal liability whatsoever under or in relation to this Proposal. The exclusion of liability set out in this paragraph 30 shall arise and continue notwithstanding the termination of the agency of the Administrators or the termination of this Proposal and shall operate as a waiver of any claims in tort as well as under the laws of contract but excluding fraud or wilful misconduct. Each of the Administrators, their firm, its members, partners, directors, officers, employees, and each of their respective agents, advisers, representatives and attorneys shall be entitled to rely on this paragraph 30 as if they were a party to this Proposal.

31 GOVERNING LAW AND JURISDICTION

31.1 The CVA, the Proposal and any non-contractual obligations arising out of or in connection with it shall be governed and construed in accordance with English law.

31.2 Each of the CVA Creditors agrees that the Court shall have exclusive jurisdiction to hear and determine any suit, action or Proceeding and to settle any dispute which may arise out of the Proposal, any CVA Claim or any provision of the CVA or its implementation or out of any action taken or omitted to be taken under the CVA or in connection with the administration of the CVA and, for such purposes, each of the CVA Creditors irrevocably submits to the jurisdiction of the Court, provided, however, that nothing in this paragraph 31.2 shall (i) affect the validity of other provisions governing law and jurisdiction as between the Company and any of the CVA Creditors in respect of any agreement made between the Company and any of the CVA Creditors, whether contained in any contract or otherwise; or (ii) prevent the Company from relying upon the provisions of the CVA in any foreign court or in any foreign Proceedings.

45

_________________________________

Administrator

For and on behalf of MF Global UK Limited (in special administration) acting as its agent and without personal liability

_________________________________

Administrator

For and on behalf of MF Global UK Limited (in special administration) acting as its agent and without personal liability

_________________________________

Administrator

For and on behalf of MF Global UK Limited (in special administration) acting as its agent and without personal liability

46

SCHEDULE 1

DEFINITIONS AND INTERPRETATION

1 Definitions

Unless the context requires otherwise, in this Proposal (including the Annexes):

“Account of Receipts and Payments” means the Administrators’ account of receipts and payments for the period from 1 May 2017 to 30 September 2017 attached at Part D (Account of Receipts and Payments) of Schedule 5 (Financial Position of the Company).

“Additional Funding Deadline” has the meaning given to it in paragraph 7.5 of Section 2.

“Additional Individual Funding Requirement” means, in respect of any Non-Defaulting Participating Creditor, the additional amount of the CVA Investment Requirement it is required to fund under the CVA calculated by deducting the relevant Individual Funding Requirement (of the Defaulting Participating Creditor) from the re-calculated Individual Funding Requirement (as determined by the Administrators in accordance with paragraphs 7.4 and 7.6 of Section 2.

“Administration” means the administration of the Company pursuant to the Order of the Court dated 31 October 2011 placing the Company into special administration and appointing the Administrators.

“Administration Date” means 31 October 2011.

“Administrators” means the joint special administrators of the Company, being as at the Proposal Date, Richard Heis, Michael Pink and Ed Boyle.

“Administrators’ Statement of Proposals” has the meaning given to it in paragraph 1.8 of Section 1.

“Administrators’ Website” means the pages relating to the Administration on the KPMG website at www.kpmg.co.uk/mfglobaluk.

“Allocation Date” has the meaning given to that term in paragraph 7.2 of Section 2.

“Allowed Claim” means a Provable Claim, denominated in GBP, which has been submitted by the Final Claims Date and has been accepted by the Administrators in the Administration.

“Allowed Creditor” means any CVA Creditor that has an Allowed Claim as at the Final Claims Date.

“Assigned Claims” means Assigned Exiting Creditors’ Claims and Assigned Stay-in Creditors’ Claims

“Assigned Exiting Creditors’ Claims” has the meaning given to it in 8.4(a) of Section 2.

“Assigned Stay-in Creditors’ Claims” has the meaning given to it in 9.7(a) of Section 2.

“Assets” means all of the assets of the Company in any part of the world, whether tangible or intangible, owned by the Company.

“Chairman” means the chairman of the Creditors’ Meeting.

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“Challenge Period” means the 28-day period commencing on the date on which the Meeting Reports are filed at Court.

“Claim” means any claim against the Company in respect of any Liability.

“Company” means MF Global UK Limited (in special administration) with registered number 05347966 of Level 23, 25 Canada Square, London E14 5LQ.

“Company Affiliates” means each of the following MF Global Capital LLC, MF Global Finance Europe Ltd (In Administration), MF Global FX Clear LLC, MF Global FXA Securities Limited , MF Global Holdings Europe Limited, MF Global Holdings Limited, MF Global Holdings USA Inc., MF Global Hong Kong Limited, MF Global Inc. C/- MF Global Assigned Assets LLC, MF Global India Private Ltd, MF Global Intellectual Properties Kft, MF Global Singapore PTE. Ltd , MF Global Special Investor LLC, MF Global Suisse SA and MF Global UK Services Ltd (In Administration).

“Connected Creditor” means a CVA Creditor who is a connected person of the Company as defined by section 249 of the Insolvency Act.

“Court” means the High Court of Justice of England and Wales.

“Creditor” means any person who has a Claim.

“Creditors’ Meeting” means the meeting of the CVA Creditors to vote on a resolution to approve the CVA.

“CVA” means the company voluntary arrangement between the Company and its CVA Creditors under Part I of the Insolvency Act on the terms of this Proposal.

“CVA Claim” means any claim against the Company in respect of any Liability of the Company (other than a Preferential Liability or a Secured Liability), provided that no claim may be made more than once against the Company in respect of what is, in substance, the same Liability.

“CVA Creditor” means any person that has a CVA Claim.

“CVA Investment Rate” means a rate of 9.75 pence in the £.

“CVA Investment Requirement” means the aggregate amount the Participating Creditors must fund under the CVA, as determined by the Administrators in accordance with paragraph 7.2 of Section 2.

“CVA Trust” has the meaning given to it in the CVA Trust Deed.

“CVA Trust Account” means a GBP denominated segregated trust account held in the name of the Company in its capacity as CVA Trustee.

“CVA Trust Assets” has the meaning given to it in the CVA Trust Deed.

“CVA Trust Deed” means a trust deed substantially in the form of Schedule 15 (CVA Trust Deed).

“CVA Trustee” means the Company in its capacity as trustee of the CVA Trust.

“Defaulting Participating Creditor” means a Participating Creditor that has been designated as such by the Administrators in accordance with paragraph 7.4 of Section 2.

“Determined Claim” means a Disputed Claim that has been accepted in the Administration by the Administrators in an amount as (i) agreed between the Administrators and the relevant Disputed

48

Creditor or (ii) determined by the Administrators and not subject to review on appeal or (iii) determined by a judgment of the Court which is not subject to review on appeal.

“Disputed Claim” means any claim in respect of which proof has been submitted to the Administrators by the Final Claims Date (i) which has not been accepted, or not accepted for the full amount, by the Administrators as an Allowed Claim and (ii) the holder of the claim has not confirmed its agreement with the Administrator’s decision not to accept the claim as an Allowed Claim for its full value.

“Disputed Creditor” means the holder of a Disputed Claim.

“DTT Reclaims” has the meaning given to it in paragraph 12.10(a) of Section 1.

“Estate” means the Company’s non-segregated creditor and estate assets.

“Estimated Outcome Statement” means the Administrators’ statement on the estimated outcome of the Administration set out in Part B (Estimated Outcome Statement) of Schedule 5 (Financial Position of the Company).

“EU Reclaims” has the meaning given to it in paragraph 12.10(b) of Section 1.

“Excess Creditor” means any CVA Creditor that, as at the Final Claims Date, has already received distributions in excess of 99.75 pence in the £ on its Allowed Claim.

“Excess Distributions” means, in respect of any Exiting Creditor, the amount of any distributions it has received in excess of 90 pence in the £ on its Allowed Claim.

“Exit Payment CPs” has the meaning given to it in paragraph 7.8 of Section 2.

“Exit Payments” means the payments to be made to the Exiting Creditors in accordance with paragraph 8.2 of Section 2.

“Exiting Creditor” means each Allowed Creditor (other than an Excess Creditor) that:

(a) elects to be an Exiting Creditor in accordance with the terms of the Proposal; or

(b) does not make any election to be a Participating Creditor or a Stay-in Creditor by the Final Claims Date.

“Expenses” means (i) all the expenses, disbursements, remuneration and other costs and liabilities incurred in the Administration including, but not limited to, those set out in, rules 133 and 134 of SAR and including all debts and liabilities referred to in paragraphs 99(4) and 99(5) of Schedule B1 to the Insolvency Act (as amended by the Regulations), or (ii) an expense, disbursement, remuneration and other costs and liabilities of a liquidation of the Company.

“Final Claims Date” means 5:00 p.m. on 15 January 2018.

“Final Stay-in Creditors’ Distribution” means the payment to the Stay-in Creditors to be made in accordance with the terms of the CVA.

“Finance Europe” means MF Global Finance Europe Limited.

“Funding Deadline” has the meaning given to that term in paragraph 7.3 of Section 2.

“German Authorities” means the German Tax Authorities and the public prosecutors of Cologne (assisted by the German tax office for criminal matters and investigations of Wuppertal).

49

“German Tax Authorities” or GTA” means German tax authorities including their civil and criminal offices and divisions including their Bonn office and the Wuppertal Tax Office for Criminal Tax Matters and Investigations.

“German Tax Reclaims” has the meaning given to it in paragraph 12.10 Section 1.

“Group” means the Company and its affiliates.

“GTA Proceedings” means any Proceedings relating to any demands by the German Authorities to return certain pre-administration refunds (including the Potential GTA Claw Back Claim) and certain claims by the Company against the GTA in relation to tax refunds (including the Pending DTT Reclaims and EU Reclaims).

“Holdings” means MF Global Holdings Limited.

“Implementation Date” means the date on which each of the conditions precedent set out in paragraph 3 (Conditions Precedent) of Section 2 are satisfied or waived.

“Implementation Notice” means the notice to be sent by the Supervisors in accordance with paragraph 27.2 of Section 2, substantially in the form set out in Schedule 10 (Form of Implementation Notice).

“Individual Exit Amount” has the meaning given to it in paragraph 8.2 of Section 2.

“Individual Funding Requirement” means, in respect of any Participating Creditor, the amount of the CVA Investment Requirement it is required to fund under the CVA, as determined by the Administrators in accordance with paragraph 7.1 of Section 2.

“Insolvency Act” means the Insolvency Act 1986 as amended (as in force in England and Wales as at the Proposal Date).

“Insolvency Rules” means the Insolvency (England and Wales) Rules 2016 as amended (as in force in England and Wales as at the Proposal Date).

“Liability” means any liability or obligation (present, future, actual or contingent) however, wherever and in whatever capacity arising (including in contract, debt, tort, including negligence or restitution, tracing, any proprietary claim or by statute or by contribution, indemnity, subrogation, any right of a surety (including a guarantor or provider of security) or otherwise, whether provable in the Company’s administration or not, and whether or not known to the Company or to any Creditor or to the law, and whenever arising and in whatever jurisdiction, whether sole or joint and whether or not it involves the payment of money or the performance of any other act or obligation whatsoever and includes any claim against any person which may, directly or indirectly, result in any person having a claim against the Company, or the Company having or incurring any liability.

“Meeting Report” means each of:

(a) the Chairman’s report to the Court of the Members’ decision to approve the CVA pursuant to section 4(6) of the Insolvency Act; and

(b) the Administrators’ report to the Court of the Creditors’ decision to approve the CVA pursuant to section and 4(6A) of the Insolvency Act.

“Members’ Meeting” means the meeting of the members of the Company to vote on a resolution to approve the CVA.

50

“Nominees” means Richard Heis, Michael Pink and Edward Boyle, who are licensed insolvency practitioners and partners of KPMG LLP, 15 Canada Square, Canary Wharf, London E14 5GL, or their successors.

“Non-Defaulting Participating Creditors” has the meaning given to it in paragraph 7.4(a) Section 2.

“Notice of Creditors’ Meeting” means the notice from the Nominees to the Creditors in the form set out in Schedule 6 (Notice of Creditors’ Meeting).

“Notice of Members’ Meeting” means the notice from the Nominees to the Sole Member in the form set out in Schedule 7 (Notice of Members’ Meeting).

“Participating Creditor” means:

(a) the Underwriting Creditor;

(b) each Allowed Creditor that:

(i) elects to be a Participating Creditor in accordance with the terms of the Proposal; and

(ii) has provided the supporting evidence set out in Annex A to the Proxy Form in form and substance satisfactory to the Administrators, such that the Administrators have determined it is a Participating Creditor,

unless and until it becomes a Defaulting Participating Creditor.

“Participating Creditors’ Representative” means the Underwriting Creditor or such other person appointed from time to time by the Participating Creditors as their attorney and agent with the power to take any action required or permitted pursuant to, or in connection with, Schedule 14 (Governance and Litigation Protocols) and duly notified to the Company and the Administrators, and provided that if no such appointment has been made, the Underwriting Creditor shall be deemed to be the Participating Creditors’ Representative until such appointment has been made and notified to the Company and the Administrators.

“Pending DTT Reclaims” has the meaning given to it in paragraph 12.12 of Section 1.

“Potential GTA Claw Back Claim” has the meaning given to it in paragraph 12.16 of Section 1.

“Preferential Creditor” means a creditor of the Company whose Claim would be preferential under section 386 of the Insolvency Act.

“Preferential Liabilities” means those Liabilities of the Company owed to a Preferential Creditor.

“Pro Rata Funding Share” means, in respect of any Participating Creditor, the proportion which its Allowed Claim bears to the aggregate amount of Allowed Claims of all Participating Creditors expressed as a percentage, as determined by the Administrators.

“Pro Rata Trust Share” means, in respect of any Participating Creditor, from time to time, the proportion which (i) the amount it has deposited into the CVA Trust Account bears to (ii) the aggregate amount standing to the credit of the CVA Trust Account, expressed as a percentage and as determined by the Administrators.

“Proceeding” means any claim, process, suit, action, legal or other proceeding, including any arbitration, mediation, alternative dispute resolution, judicial review, adjudication, demand, set-off, combination of accounts, demand for cash collateral, demand for mandatory prepayment, execution,

51

restraint, forfeiture, re-entry, seizure, lien, enforcement of judgment, giving of notice, acceleration of debt, enforcement of any security or enforcement of any documentary credit.

“Proposal” means this proposal under Part I of the Insolvency Act.

“Proposal Date” means 23 November 2017.

“Proposed Distribution” has the meaning given to it in 9.3 of Section 2.

“Provable Claim” means a CVA Claim that is provable under rule 284 of the SAR.

“Proxy Form” means the prescribed form of proxy in respect of voting at the Creditors’ Meeting as set out in Schedule 8 (Proxy Form).

“Proxy Form Deadline” means 12:00 p.m. on Monday 11 December 2017.

“Regulations” means the Investment Bank Special Administration Regulations 2011 (as in force in England and Wales as at the Proposal Date).

“Released Party” means the Administrators, the Nominees, the Supervisors, their firm, its members, partners, officers, employees and each of their respective agents, advisers or representatives.

“Relevant Date” means the date of the later of the Creditors’ Meeting and the Members’ Meeting.

“SAR” means the Investment Bank Special Administration (England and Wales) Rules 2011 (as in force in England and Wales as at the Proposal Date).

“Secured Creditor” means any creditor with security for its Claim.

“Secured Liabilities” means any secured sums due to any Secured Creditor by the Company.

“Sole Member” means MF Global Holdings Europe Limited in its capacity as shareholder of the Company.

“Statement of Proposals Amendments” has the meaning given to it in paragraph 1.26 of Section 1.

“Statutory Interest” has the meaning given to it in paragraph 11.2 of Section 2.

“Stay-in Creditor” means

(a) each Allowed Creditor that elects to be a Stay-in Creditor in accordance with the terms of the Proposal;

(b) each Allowed Creditor that elects to be a Participating Creditor in accordance with the terms of the Proposal, but does not provide the supporting evidence set out in Annex A to the Proxy Form in form and substance satisfactory to the Administrators;

(c) each Defaulting Participating Creditor;

(d) each Excess Creditor; and

(e) each Disputed Creditor, if and to the extent it has a Determined Claim.

52

“Subordinated Debt” means the amounts owed by the Company to Finance Europe under a subordinated loan agreement originally dated 22 December 1995, as amended, restated and novated from time to time.

“Supervisor” means a supervisor of the CVA appointed pursuant to section 7(2) of the Insolvency Act or any successor.

“Termination Notice” means the notice to be sent by the Supervisors in accordance with paragraph 27.2 of Section 2, substantially in the form contained in Schedule 11 (Form of Termination Notice).

“UK” means the United Kingdom of Great Britain and Northern Ireland.

“Unconnected Creditor” means a CVA Creditor who is not a connected person of the Company as defined by section 249 of the Insolvency Act.

“Underwriting Creditor” means Attestor Capital LLP.

“Waterfall I” has the meaning given to that term in paragraph 13.5 of Section 1.

“WHT” has the meaning given to it in paragraph 3.7 of Section 1.

2 Interpretation

In this Proposal, unless the context requires otherwise:

(a) a reference to this Proposal includes the Schedules to it, each of which forms part of this Proposal for all purposes;

(b) a reference to a “Schedule” is a reference to a Schedule to Section 2 (Terms of the Company Voluntary Arrangement);

(c) a reference to an enactment or statutory provision includes a reference to any subordinate legislation made under the relevant enactment or statutory provision and is a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, consolidated, modified, re-enacted or replaced;

(d) words importing the singular include the plural and vice versa;

(e) words importing a gender include the other gender;

(f) a defined term includes its other cognate forms;

(g) a reference to a “person” includes a reference to a firm, body corporate, an unincorporated association, a partnership or to an individual’s executors or administrators;

(h) the contents page and headings in this Proposal do not affect its interpretation;

(i) “including” means including without limitation;

(j) reference to “sterling”, “£”, “pence”, “pound” or “p” are to the lawful currency of the UK, references to USD or $ are to the lawful currency of the United States of America; and references to “euro”, “Euro” or “€” are to the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the Treaty of Rome establishing the European Union, as amended;

(k) a reference to a “Business Day” means any day (except a Saturday or a Sunday) on which commercial banks and foreign exchange markets are open for general business in London;

53

(l) a reference to any agreement, deed or document is a reference to that agreement, deed or document as amended from time to time;

(m) a reference to a director, officer, employee, auditor, agent or adviser of or to any person, or to a CVA Creditor, is a reference to that person acting in its capacity as such;

(n) a reference to “modification” includes an amendment, supplement, novation, re-enactment, replacement, restatement or variation;

(o) a reference to “asset” includes businesses, undertakings, securities, properties, revenues or rights of every description and whether present or future, actual or contingent;

(p) a reference to “affiliate” means, in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company;

(q) a reference to “subsidiary” means (i) a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006; (ii) an entity of which a person has direct or indirect control or owns, directly or indirectly, more than 50% of the voting capital or similar right of ownership (and “control” for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise); or (iii) an entity treated as a subsidiary in the financial statements of any person pursuant to the accounting standards under which that person reports;

(r) a reference to “holding company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a subsidiary; and

(s) a reference to “indebtedness” includes any obligation or any liability (whether incurred as principal or as surety and whether present or future, actual or contingent).

54

SCHEDULE 2

STATUTORY INFORMATION

Company Name: MF Global UK Limited

Registered Office: KPMG LLP, 15 Canada Square, Canary Wharf, London, E14 5GL

Registered Number: 01600658

Date of Incorporation: 27 November 1981

Previous Names:

NAME PERIOD

MAN FINANCIAL LIMITED 02 Apr 2001 - 19 Jul 2007

E D & F MAN INTERNATIONAL LIMITED 24 Mar 1999 - 02 Apr 2001

E. D. & F. MAN INTERNATIONAL LIMITED 04 Jul 1985 - 24 Mar 1999

E.D. & F. MAN FINANCIAL MARKETS LIMITED 01 Oct 1984 - 04 Jul 1985

MANTRAD LIMITED 12 Jan 1982 - 01 Oct 1984

PRECIS SEVENTY FOUR LIMITED 27 Nov 1981 - 12 Jan 1982

55

SCHEDULE 3

SIMPLIFIED GROUP STRUCTURE CHART

56

SCHEDULE 4

FLOW CHART FOR CREDITORS

SUBMITTING PROOF OF DEBTDo you hold a claim against the Company

that has already been acceptedby the Administrators in the Administration?

You are an Allowed Creditor and automatically entitled to vote

the full value of your Allowed Claimat the Creditors’ Meeting.

Do you considerthat you should have

a provable claimagainst the Company?

No action needed – the CVA does not

affect you

VOTING ON THE PROPOSALDo you want to vote

at the Creditors’ Meeting?

You must submita duly completed Proxy Form

to the Chairman by the Proxy Form Deadline

You must attend and voteat the Creditors’ Meeting

held at 12:00 p.m.on 12 December 2017

ELECTIONS UNDER THE CVADo you wish to make an election?

You must include your electionin a duly completed Proxy Form

submitted to the Chairman by the Proxy Form Deadline

If you are a Disputed Creditoryou will be treated as a Stay-in

Creditor until your Disputed Claimhas been finally determinedin accordance with the CVA

If you are an Allowed Creditor as at

the Final Claims Dateyou will be treated

as an Exiting Creditor

No

No

No

Yes

Yes

Yes

By Proxy In personI will not vote

Exiting Creditors must:be an Allowed Creditor

Participating Creditors must: be an Allowed Creditor+ meet certain eligibility

requirements

Stay-in Creditors must:be an Allowed Creditoror a Disputed Creditor

(see below)

If you do not meet these criteria:you will be treated as a Stay-in Creditor

(if and to the extent you have an Allowed Claim or a Determined Claim)

In order to voteyou must submit proof

of your claim to the Chairman or

Administratorsat or before the

Creditors’ Meeting

If you do not submit proof of debt by the Final Claims Date, your claim will be written off

under the CVA

In order to receiveyour entitlementunder the CVA,

you must submitproof of debt to the

Administrators by theFinal Claims Date

WHAT HAPPENS IF I DO NOTHING?If your claim has been accepted by the Administrators as an allowed claim in the Administration, you will,

if the CVA is approved, receive a payment that brings your aggregate distributions up to 99.75p in the pound on your allowed claim.

WHAT ARE MY OPTIONS UNDER THE CVA?

If you do not make an election, you will be treated as follows:

FINAL CLAIMS DATE =15 JANUARY 2018

57

SCHEDULE 5

FINANCIAL POSITION OF THE COMPANY

PART A – LIST OF CLAIMS

KNOWN CVA CLAIMS

Creditor Number Value (£) Cumulative %

Creditor 1 204,723,239 21.5% Creditor 2 143,609,441 36.7% Creditor 3 98,333,827 47.0% Creditor 4 58,565,291 53.2% Creditor 5 27,076,375 56.0% Creditor 6 25,318,197 58.7% Creditor 7 24,111,997 61.2% Creditor 8 20,874,313 63.4% Creditor 9 18,435,959 65.4% Creditor 10 17,194,539 67.2% Creditor 11 17,134,980 69.0% Creditor 12 14,228,955 70.5% Creditor 13 12,215,685 71.7% Creditor 14 11,522,415 73.0% Creditor 15 10,702,039 74.1% Creditor 16 8,643,796 75.0% Creditor 17 7,971,556 75.8% Creditor 18 6,899,655 76.6% Creditor 19 6,288,958 77.2% Creditor 20 5,871,655 77.8% Creditor 21 5,427,875 78.4% Creditor 22 4,465,183 78.9% Creditor 23 4,372,800 79.3% Creditor 24 4,120,980 79.8% Creditor 25 3,726,105 80.2% Creditor 26 3,666,562 80.6% Creditor 27 3,650,675 80.9% Creditor 28 3,618,583 81.3% Creditor 29 3,517,563 81.7% Creditor 30 3,500,000 82.1% Creditor 31 3,488,305 82.4% Creditor 32 3,387,730 82.8% Creditor 33 3,368,078 83.1% Creditor 34 3,258,322 83.5% Creditor 35 3,140,609 83.8% Creditor 36 2,973,723 84.1% Creditor 37 2,803,346 84.4% Creditor 38 2,582,571 84.7% Creditor 39 2,539,559 85.0% Creditor 40 2,414,663 85.2% Creditor 41 2,344,492 85.5% Creditor 42 2,227,592 85.7% Creditor 43 2,186,121 85.9% Creditor 44 2,145,349 86.1% Creditor 45 2,066,517 86.4% Creditor 46 2,056,391 86.6% Creditor 47 2,048,899 86.8% Creditor 48 1,991,871 87.0% Creditor 49 1,916,955 87.2% Creditor 50 1,862,083 87.4% Creditor 51 1,798,192 87.6%

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Creditor 52 1,793,081 87.8% Creditor 53 1,773,390 88.0% Creditor 54 1,752,092 88.2% Creditor 55 1,627,279 88.3% Creditor 56 1,582,949 88.5% Creditor 57 1,546,023 88.7% Creditor 58 1,533,356 88.8% Creditor 59 1,503,786 89.0% Creditor 60 1,411,429 89.1% Creditor 61 1,359,372 89.3% Creditor 62 1,358,637 89.4% Creditor 63 1,332,496 89.5% Creditor 64 1,288,868 89.7% Creditor 65 1,278,733 89.8% Creditor 66 1,275,394 90.0% Creditor 67 1,247,033 90.1% Creditor 68 1,112,803 90.2% Creditor 69 1,060,985 90.3% Subtotal 69 858,228,274 90.3%

Creditors over £100,000 and under £1m 233 73,839,576 98.1%

Creditors less than £100,000 3,393 18,221,498 100.0%

Total 3,695 950,289,347 100.0%

Source: Administrators’ records

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PART B – ESTIMATED OUTCOME STATEMENT

ESTIMATED OUTCOME STATEMENT

PUBLISHED MAY 2017 NO CVA STAY-IN CREDITORS PARTICIPATING CREDITORS

LOW (£m) HIGH (£M) LOW (£M) HIGH (£M) LOW (£m) HIGH (£M) LOW (£m) HIGH (£M)

Estate Amount currently under the control of the Administrators Amounts previously distributed by the Administrators Amounts collected by virtue of set off Affiliate debtors Third party receivables MFG Services asset lost (adj.)

152 806 350

6 18 -

152 806 350

7 70 (7)

123 844

-

14 -

123 844

0

61 -

123 844

-

14 -

123 844

0

17 -

123 844

-

14 -

123 844

0

61 -

Total future projected recoveries 1,332 1,378 981 1,028 982 984 982 1,028

Priority claimants/costs of the administration Estimated future costs GTA costs (adj.) General contingency

(25) (5)

(12)

(17)

- (7)

(22) (5) (9)

(23) (3) (5)

(16) (2) (9)

(16) (2) (5)

(16) (5) (9)

(16) (5) (5)

Total priority payments (42) (24) (36) (31) (27) (23) (30) (26)

Assets available for distribution 1,290 1,354 945 998 954 961 951 1,002

Liabilities Creditor liabilities Potential GTA Claw Back Claim (adj.) Amount settled by way of client asset claim Amount settled via set off (Inc.)

(954) (44)

(115) (235)

(951)

- (115) (235)

(949) (45)

- -

(943)

- - -

(949) (45)

- -

(943)

- - -

(949) (45)

- -

(943)

- - -

Total Claims (1,348) 1,301) (995) (943) (995) (943) (995) (943)

Estimated Outcome (Shortfall)/Surplus Funds available (excl. set-offs and distributions exceeding payout %) Total claims (exc. set-offs)

Estimated Outcome (Shortfall)/Surplus

(58) 940

(998)

(58)

53 1,004 (951)

53

(50) 945

(995)

(50)

54 998

(943)

54

(40) 954

(995)

(40)

17 961

(943)

17

(43) 951

(995)

(43)

59 1,002 (943)

59

% return 94.2% 105.5% 95.0% 105.7% 96.0% 101.8% 95.7% 106.2%

Source: Administrators' records (figures as at 30 September 2017, except for the figures published May 2017, which are as at 31 March 2016 (Adj.))

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COMMENTARY TO ESTIMATED OUTCOME STATEMENT AND COST FORECAST

The Estimated Outcome Statement shows a range of estimated financial outcomes for Allowed Creditors of the Company with, and without, the proposed CVA. The outcome for Exiting Creditors is fixed at 99.75p/£ and no Estimated Outcome Statement for these creditors is presented.

The estimated financial outcome presented in the low case (i.e. more prudent) and high case (i.e. less prudent) should not be considered a ‘worst’ or ‘best’ case and the outcome may be greater than the high case or less than the low case. The ‘low case’ is the Administrators’ estimate based on assumptions that future realisations are at the lower end of expectations and future costs and liabilities are assumed to be towards the higher end of expectations. The ‘high case’ is the Administrators’ estimate based on assumptions that future realisations are at the higher end of expectations (not including the recovery of any amount of the EU Reclaims) and future costs and liabilities are assumed to be towards the lower end of expectations.

The ‘No CVA’ column illustrates that the estimated financial outcome if there is no CVA is broadly similar to the estimated outcome of the Estate presented to creditors as at 31 March 2016 (as adjusted in our six month report dated 31 May 2017).

The principal difference between the estimated outcomes for the Stay-in Creditors and the Participating Creditors is that the Participating Creditors, having contributed to the funding of the Exit Payments, remain in the Estate after the exit of both the Exiting Creditors and the Stay-in Creditors, in order to benefit from the potential recovery of the Pending DTT Reclaims and EU Reclaims from the German Tax Authorities in the long term. The Stay-in Creditors will not have the benefit of the proceeds of such claims.

Note that Estimate Outcome Statement does not yet reflect the outcome of a settlement made between the Company and a creditor in November 2017. This settlement reduces the Company’s liabilities in respect of Allowed Claims by £3.5 million in the low case (the outcome already being assumed in the high case) and reduces cash in hand by £2 million in both the low and high cases. The Administrators have also increased the contingent liability connected with the GTA liabilities by £0.9 million as a result of this settlement.

KEY ASSUMPTIONS FOR ESTIMATED OUTCOME STATEMENT

No CVA (low) No CVA (high) Stay-in Creditors (low) Stay-in Creditors (high) Participating Creditors (low) Participating Creditors (high)

Potential GTA Claw Back Claim – submitted for proof and admitted for the full amount in the Administration DTT Reclaims/EU Reclaims – pursued but not recovered from the GTA Cost savings – not achieved Citibank cash – reduced amount realised

Potential GTA Claw Back Claim – not submitted / rejected Cost savings – not achieved Citibank cash – full amount realised Pending DTT Reclaims – pursued and fully recovered from GTA

Potential GTA Claw Back Claim – submitted for proof and admitted for the full amount in the Administration Cost savings – achieved Citi cash – reduced amount realised The Stay-In Creditors do not benefit from the Pending DTT Reclaims or EU Reclaims

Potential GTA Claw Back Claim – not submitted / rejected Cost savings – achieved Citibank cash – full amount realised The Stay-In Creditors do not benefit from the Pending DTT Reclaims or EU Reclaims

Potential GTA Claw Back Claim – submitted for proof and admitted for the full amount in the Administration Pending DTT Reclaims/EU Reclaims – pursued but not recovered from GTA Cost savings – achieved Citibank cash – reduced amount realised

Potential GTA Claw Back Claim – not submitted / rejected Cost savings – achieved Citibank cash – full amount realised DTT Reclaims (but not the EU Reclaims) – fully recovered from the GTA

The Cost Forecast table in Part C below, provides cost illustrations for the scenarios identified in the Estimated Outcome Statement, including the costs forecast to be incurred if there was no CVA and if the CVA is approved. If the CVA is approved, the costs will be split between the Stay-in Creditors and the Participating Creditors, whereby it is assumed that the Stay-in Creditors will cease to be a creditor in approximately 2-3 years. The level of costs incurred corresponds with the Administrators’ strategy for the realisation of assets and adjudication of liabilities as set out in the Estimated Outcome Statement in Schedule 6 Part B. Costs incurred by both the Administrators and the Supervisors are incorporated within the forecasts presented.

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PART C – COST FORECAST

COST FORECAST

All figures £m

NO CVA STAY-IN CREDITORS PARTICIPATING CREDITORS

Low High Low High Low High

General Estate Costs (Years 1-2)

Administrators

Principal workstreams including CVA and GTA * 3.0 2.4 3.3 3.3 3.3 3.3

General Estate costs 2.6 2.6 2.2 2.2 2.2 2.2

Subtotal 5.6 5.0 5.4 5.4 5.4 5.4

Legal (Weil, KPMG Germany)

Principal work streams (including CVA and GTA) 2.4 1.4 2.4 2.4 2.4 2.4

Other legal costs 0.9 0.9 0.9 0.9 0.9 0.9

Subtotal 3.3 2.3 3.3 3.3 3.3 3.3

Operations (primarily IT)

Costs including decommissioning 4.8 4.8 4.8 4.8 4.8 4.8

Subtotal 4.8 4.8 4.8 4.8 4.8 4.8

Add irrecoverable VAT (5% eff.) 0.7 0.6 0.7 0.7 0.7 0.7

Total Estate Costs (Years 1-2) 14.4 12.7 14.2 14.2 14.2 14.2

General Estate costs (Years 3-7)

Administrators

General 3.1 3.1 1.2 1.2 1.2 1.2

Pending DTT Reclaims 1.0 1.0 - - 1.0 1.0

EU Reclaims - - - - - -

Subtotal 4.1 4.1 1.2 1.2 2.2 2.2

Legal (Weil, KPMG Germany)

Pending DTT Reclaims 2.0 2.0 - - 2.0 2.0

EU Reclaims - - - - - -

Subtotal 2.0 2.0 - - 2.0 2.0

Operations (primarily IT)

Costs (reduced run rate) 6.3 6.3 2.5 2.5 2.5 2.5

Subtotal 6.3 6.3 2.5 2.5 2.5 2.5

Add irrecoverable VAT (5% eff.) 0.6 0.6 0.2 0.2 0.3 0.3

Total Estate Costs (Years 3-7) 13.0 13.0 3.9 3.9 7.0 7.0

Total Estate costs (Excl GTA) 22.6 22.6 16.4 16.4 16.4 16.4

Total specific GTA costs 4.8 3.1 1.7 1.7 4.8 4.8

GRAND TOTAL ESTIMATED ESTATE COSTS 27.4 25.6 18.1 18.1 21.2 21.2

General Contingency for costs 9.0 5.0 9.0 5.0 9.0 5.0

Source: Administrators' records, Prepared at 30 April 2017, rolled forward to 30 September 2017 * In consideration of the time spent and costs incurred by Holdings in helping to formulate this Proposal, the Administrators have agreed to make a contribution in an amount of £200,000 to Holdings in relation to its costs.

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PART D – ACCOUNT OF RECEIPTS AND PAYMENTS

MF GLOBAL UK LIMITED (IN SPECIAL ADMINISTRATION): NON-SEGREGATED ASSETS RECEIPTS AND PAYMENTS ACCOUNTS

Sterling

(GBP '000) US Dollar

(USD '000) Euro

(EUR '000) Various other currencies

(GBP Equiv '000)

Period total 1 May 2017 – 30 Sept 2017

Cumulative total to 30 Sept 2017

Period total 1 May 2017 – 30 Sept 2017

Cumulative total to 30 Sept 2017

Period total 1 May 2017 – 30 Sept 2017

Cumulative total to 30 Sept 2017

Period total 1 May 2017 – 30 Sept 2017

Cumulative total to 30 Sept 2017

Receipts Sale of Fixed Inc. (bonds, T-Bills, etc.) - 42,423 - 232,240 - 127,216 - 1,040

Sale of Equities – Stocks, Investments and Other Assets - 70,677 - 29,338 - 29,858 - 8,715

Termination of Other Market Contracts - 8,803 - 11,860 - 8,199 - 1,778

Termination of ISDA Contracts - 4,319 - 132,849 - 2,458 - -

Collateral/Cash from Banks 6,160 225,438 - 115,855 - 40,960 - 21,112

Collateral/Cash from Exch/Cl Hse/Brokers - 33,897 - 228,764 - 171,282 - 4,509

Other Receipts 889 38,608 1 62,025 - 8,016 - 3,878

VAT control 267 23,633 - - - - - -

Cost allocations between Estates - 54,935 - 14 - - - -

Gross interest 117 10,067 1 165 - 77 - 158

Contribution under settlement agreement - - - - - - - -

Output VAT (payable) 1 1,527 - - - - - -

Total Receipts 7,434 514,327 2 813,110 - 388,068 - 41,190

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MF GLOBAL UK LIMITED (IN SPECIAL ADMINISTRATION): NON-SEGREGATED ASSETS RECEIPTS AND PAYMENTS ACCOUNTS

Sterling

(GBP '000) US Dollar

(USD '000) Euro

(EUR '000) Various other currencies

(GBP Equiv '000)

Period total 1 May 2017 – 30 Sept 2017

Cumulative total to 30 Sept 2017

Period total 1 May 2017 – 30 Sept 2017

Cumulative total to 30 Sept 2017

Period total 1 May 2017 – 30 Sept 2017

Cumulative total to 30 Sept 2017

Period total 1 May 2017 – 30 Sept 2017

Cumulative total to 30 Sept 2017

Payments Dividends to non-segregated creditors -1,681 -782,775 - -11,181 - - - -

Special Administrators’ Fees and Disbursements - -106,298 - - - - - -

Other Payments -770 -24,102 -2 -11,346 - -921 - 8

Legal and Professional Fees -916 -35,727 - 140 - -446 - - 1

Transfer to CMP - - - -192,508 - - - -

Set off with Estate - -63,991 - - - - - -

PAYE and NIC - -21,359 - - - - - -

Input VAT (receivable) -271 -25,370 - -2 - - - -

Dividends to preferential creditors - -5 - - - - - -

Irrecoverable VAT - -8,103 - - - - - -

Wages and Salaries - -26,607 - - - - - -

Settlement with Pension Trustees - -29,000 - - - - - -

Loan to MFG Services - - - - - - - -

Total Payments -3,638 -1,123,336 -2 -214,897 - -1,367 - 6

Net position 3,796 -609,008 0 598,213 0 386,701 0 41,197

Inter account currency transfers 0 731,899 0 -597,515 0 -386,701 0 -41,195

Total cash movement for period 3,796 122,891 0 699 0 0 0 0

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SCHEDULE 6

NOTICE OF CREDITORS’ MEETING

MF Global UK Limited (in special administration) (the “Company”)

(Registered number 01600658)

KPMG LLP, 15 Canada Square, Canary Wharf, London, E14 5GL

NOTICE OF CREDITORS’ MEETING

PURSUANT TO SECTION 3 OF THE INSOLVENCY ACT 1986

NOTICE IS HEREBY GIVEN that a meeting of creditors of the Company will be held at 12:00 p.m. (London time) on Tuesday 12 December 2017. This meeting is being summoned pursuant to section 3 of the Insolvency Act 1986 (the “Act”), for the purposes of considering the proposal of the Company for a company voluntary arrangement under Part I of the Insolvency Act 1986 on the terms set out in the Administrators’ proposal dated 23 November 2017 (the “Proposal”). Terms used in this notice but not otherwise defined shall have the meaning given to them in the Proposal.

The CVA Creditors are being asked to vote on the resolution that:

1. the Statement of Proposals Amendments be approved;

2. the CVA be approved; and

3. if resolution (2) is approved, that any act to be done by the Supervisors in connection with the arrangement may be done by all or any one or more of them.

The Nominees are summoning the Creditors’ Meeting for 12:00 p.m. (London time) on Tuesday 12 December 2017 and the Members’ Meeting will commence at 3:30 p.m. on the same day.

The meeting is proposed to be held by way of virtual meeting, for which you can pre-register using the following website: https://cossprereg.btci.com/prereg/key.process?key=P94UG8UBW. Note that the meeting may be suspended or adjourned by the Chairman (and must be adjourned if it is so resolved at the meeting).

Notwithstanding the above, the Administrators understand that one or more creditors of the Company (together holding an amount exceeding 10% in value of the aggregate creditor claims against the Company) intend to request a physical meeting, to be held on the date set out above. Should this be the case, the Administrators will confirm the details of the physical meeting in a further notice to the creditors (at least 7 days before the date of the meeting).

If you hold a CVA Claim that has been submitted to and accepted by the Administrators as at the Proposal Date, then you are automatically entitled to vote at the Creditors’ Meeting, and you do not need to submit any further proof.

If you have not yet submitted a proof of debt and wish to vote at the Creditors’ Meeting, you should submit a proof of debt in accordance with the Proposal before the Creditors’ Meeting.

Creditors are encouraged to submit their proof of debt as soon as possible along with supporting evidence and may be requested to provide such further details or produce additional documentation or other evidence as the Chairman may request.

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Unless you are attending in person, creditors are also requested to complete, sign and return the Proxy Form (together with their proof of debt, if not already done so) to KPMG LLP at the address shown below by Proxy Form Deadline (being 12:00 p.m. (London time) on Monday 11 December 2017) in order to be entitled to vote at the meeting.

Failure to return the Proxy Form and (if applicable) the proof of debt before the Proxy Form Deadline will not preclude you from voting. Creditors wishing to vote at the meeting may bring their Proxy Forms and proofs of debt (if not already submitted) to the meeting. However, in order to avoid delays, creditors are requested to submit such forms supporting documentation in advance of the meeting.

If a creditor which is a corporation wishes an authorised person to attend the Creditors’ Meeting and vote on its behalf, that person must produce at the Creditors’ Meeting a copy of the resolution authorising him to do so.

If you do not wish to attend in person: Creditors not wishing to attend the Creditors’ Meeting in person are requested to complete, sign and return their Proxy Forms to us, together with a proof of debt and supporting information (if not already done so) by the deadlines set out above. You should nominate the Chairman of the Creditors’ Meeting as your proxy holder in order for your vote to be counted. Proxy Forms must be delivered to the Chairman before such can be used at the meeting.

Please note, however, that completion and return of the Proxy Forms in advance of the Proxy Form Deadline will not prevent you from attending and voting in person if you wish to do so.

Proxy Forms and proofs of debt may be e-mailed in pdf form to mfglobalclaims@kpmg.co.uk or posted to MF Global UK Limited (in special administration) c/o KPMG LLP, 15 Canada Square, Canary Wharf, London, E14 5GL (marked for the attention of the Administrators).

Dated: 23 November 2017

Nominee MF Global UK Limited (in special administration)

*********

PLEASE NOTE THE FOLLOWING IMPORTANT INFORMATION

1) The following documents accompany this notice of meeting: a. the Proposal ; and b. Proxy Form (to make elections under the Proposal and vote at the meeting).

2) Details of how to vote at the Creditors’ Meeting and how to make elections under the proposal are

contained in part B of section 1 of the Proposal. Creditors are encouraged to vote by submitting a Proxy Form by the Proxy Form Deadline (being 12:00 p.m. (London time) on Monday 11 December 2017). The Proxy Form also contains details of how to complete it.

3) The Proposal has been prepared by the Administrators solely to inform creditors and members of the content of the Proposal for the company voluntary arrangement. Nothing in the Proposal should be relied upon for any other purpose, including in connection with trading any debt of the Company or any of its subsidiaries.

66

4) The decision procedure for this meeting is a “virtual meeting” where creditors (either directly or via proxy-holder) can pre-register using the following website: https://cossprereg.btci.com/prereg/key.process?key=P94UG8UBW.

5) For the purposes of the Insolvency Rules the “decision date” will be the date of the meeting.

6) A creditor who meets, or creditors that together meet, one of the thresholds in section 246ZE(7) Insolvency Act 1986 may within five business days from the date of delivery of this notice, requisition a physical meeting of the creditors to consider the matters set out in this notice. The Administrators understand that the Company’s creditors intend to request a physical meeting which will be held on the same date set out in this notice.

7) The results of the consideration of the proposal by the creditors and the sole shareholder will be made available for viewing and downloading on the Administrators’ Website and no other notice will be delivered to creditors.

8) Any CVA Creditor whose debt is treated as a small debt (£1000 or less) in accordance with rule 14.31(1) of the Insolvency Rules must still deliver a proof if the relevant CVA Creditor wishes to vote.

9) CVA Creditors should note, among other provisions of the Insolvency Act and the Insolvency Rules, the following:

a. Rule 15.28 (Creditors’ Voting Rights) and in particular CVA Creditors should note that: • pursuant to paragraph (2) a proxy holder is not entitled to vote on behalf of a creditor

unless the convener or the Chairman has received the proxy intended to be used on behalf of that creditor;

• pursuant to paragraph (4) the convener or Chairman may call for any document or other evidence to be produced if the convener or chair thinks it necessary for the purpose of substantiating the whole or party of a claim; and

• pursuant to paragraph (5) every creditor that has notice of the decision procedure is entitled to vote in respect of that creditor’s debt.

b. Rule 15.31 (Calculation of Voting Rights) and in particular CVA Creditors should note:

• pursuant to paragraph (1)(D) votes in the CVA are to be calculated according to the amount of each CVA Creditor’s claim at the date the company entered into administration (less any payments made to the creditor after that date in respect of the claim);

• pursuant to paragraph (3) a debt of an unliquidated or unascertained amount is to be valued at £1 for the purposes of voting unless the convener decides to put a higher value on it;

• pursuant to paragraph (7) no vote may be cast in respect of a claim more than once on any resolution put to the meeting; and

• pursuant to paragraph (8) a vote cast in a decision procedure which is not a meeting may not be changed.

c. Rule 15.33 (Procedure for admitting creditors’ claims for voting), which reads as follows:

• (1): The convener or chair in respect of a decision procedure must ascertain entitlement to vote and admit or reject claims accordingly.

• (2): The convener or chair may admit or reject a claim in whole or in part.

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• (3): If the convener or chair is in any doubt whether a claim should be admitted or rejected, the convener or chair must mark it as objected to and allow votes to be cast in respect of it, subject to such votes being subsequently declared invalid if the objection to the claim is sustained.

d. Rule 15.34 (Requisite Majorities), in particular, CVA Creditors should note paragraphs (3) to

(5) which read as follows: • (3): Each of the following decisions in a proposed CVA is made when three quarters or

more (in value) of those responding vote in favour of it— 1. a decision approving a proposal or a modification; 2. a decision extending or further extending a moratorium; or 3. a decision bringing a moratorium to an end before the end of the period of any

extension. • (4) In a proposed CVA a decision is not made if more than half of the total value of the

unconnected creditors vote against it. • (5) For the purposes of paragraph (4)—

1. a creditor is unconnected unless the convener or chair decides that the creditor is connected with the company;

2. in deciding whether a creditor is connected reliance may be placed on the information provided by the company’s statement of affairs or otherwise in accordance with these Rules; and

3. the total value of the unconnected creditors is the total value of those unconnected creditors whose claims have been admitted for voting.

e. Rule 15.35 (Appeals against decisions under this Chapter), in particular paragraphs (3) to

(5)(a) which read as follows: • 15.35(3) If the decision is reversed or varied, or votes are declared invalid, the court may

order another decision procedure to be initiated or make such order as it thinks just but, in a CVA or IVA, the court may only make an order if it considers that the circumstances which led to the appeal give rise to unfair prejudice or material irregularity.

• 15.35 (4) An appeal under this rule may not be made later than 21 days after the decision date.

• 15.35(5) However, the previous paragraph does not apply in a proposed CVA or IVA, where an appeal may not be made after the end of the period of 28 days beginning with the day—

• (a) in a proposed CVA, on which the first of the reports required by section 4(6) or paragraph 30(3) of Schedule A1 Insolvency Act 1986 was filed with the court.

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SCHEDULE 7

NOTICE OF MEMBERS’ MEETING

MF Global UK Limited (in special administration) (the “Company”)

(Registered number 01600658)

KPMG LLP, 15 Canada Square, Canary Wharf, London, E14 5GL

NOTICE OF MEMBERS’ MEETING PURSUANT TO SECTION 3 OF THE INSOLVENCY ACT 1986

NOTICE IS HEREBY GIVEN that a meeting of members of the Company will be held by way of a physical meeting at 3:30 p.m. (London time) on Tuesday 12 December 2017 at the Connaught Rooms, 61-65 Great Queen Street, London, WC2B 5DA.

This meeting is being summoned pursuant to section 3 of the Insolvency Act 1986 (the “Act”), for the purposes of considering the proposal of the Company for a company voluntary arrangement under Part I of the Insolvency Act 1986 on the terms set out in the Administrators’ proposal dated 23 November 2017 (the “Proposal”). Terms used in this notice but not otherwise defined shall have the meaning given to them in the Proposal.

You are being asked to vote on the resolution that:

1. the Statement of Proposals Amendments be approved;

2. the CVA be approved; and

3. if resolution (2) is approved, that any act to be done by the Supervisors in connection with the arrangement may be done by all or any one or more of them.

As sole shareholder of the Company, MF Global Holdings Europe Limited is automatically entitled to vote at the meeting in accordance with the rights attaching to its shares in accordance with the articles of the Company. If you wish an authorised person to attend the Members’ Meeting and vote on behalf of MF Global Holdings Europe Limited, that person must produce at the Members’ Meeting a copy of the resolution authorising him to do so.

Dated: 23 November 2017

Nominee MF Global UK Limited (in special administration)

***************

PLEASE NOTE THE FOLLOWING IMPORTANT INFORMATION

1) The Proposal accompanies this notice of meeting.

2) The Proposal has been prepared by the Administrators solely to inform creditors and members of the content of the Proposal for the company voluntary arrangement. Nothing in the Proposal

69

should be relied upon for any other purpose, including in connection with trading any debt of the Company or any of its subsidiaries.

3) Members should note, among other provisions, the following provisions of the Insolvency Act and the Insolvency Rules: a. Rule 2.35 (Members’ voting rights) which reads as follows:

• 2.35(1) A member is entitled to vote according to the rights attaching to the member’s shares in accordance with the articles of the company.

• 2.35(2) A member’s shares include any other interest that person may have as a member of the company.

• 2.35(3) The value of a member for the purposes of voting is determined by reference to the number of votes conferred on that member by the company’s articles.

b. Rule 2.36 (Requisite majorities of members) which reads as follows:

• 2.36 (1) A resolution is passed by members by correspondence or at a meeting of the company when a majority (in value) of those voting have voted in favour of it.

• 2.36 (2) This is subject to any express provision to the contrary in the articles. • 2.36 (3) A resolution is not passed by correspondence unless at least one member has voted

in favour of it.

c. Rule 15.35 (Appeals against decisions under this Chapter), in particular paragraphs (3) to (5)(a) which read as follows: • 15.35 (3) If the decision is reversed or varied, or votes are declared invalid, the court may

order another decision procedure to be initiated or make such order as it thinks just but, in a CVA or IVA, the court may only make an order if it considers that the circumstances which led to the appeal give rise to unfair prejudice or material irregularity.

• 15.35 (4) An appeal under this rule may not be made later than 21 days after the decision date.

• 15.35 (5) However, the previous paragraph does not apply in a proposed CVA or IVA, where an appeal may not be made after the end of the period of 28 days beginning with the day— in a proposed CVA, on which the first of the reports required by section 4(6) or paragraph 30(3) of Schedule A1 Insolvency Act 1986 was filed with the court.

70

SCHEDULE 8

PROXY FORM

IN THE MATTER of MF Global UK Limited (in special administration) (the “Company”)

FOR USE BY THE CVA CREDITORS

IN RESPECT OF THE PROPOSAL

We refer to the proposal from the Administrators dated 23 November 2017, for a company voluntary arrangement under Part 1 of the Insolvency Act 1986 in relation to MF Global UK Limited (in special administration) (the “Proposal”). Terms defined in the Proposal have the same meaning when used in this Proxy Form, unless expressly defined otherwise.

Instructions for completing this Proxy Form

We strongly advise you to read the Proposal before you complete this Proxy Form.

If the CVA is approved by the requisite majorities, the CVA will bind all CVA Creditors in respect of their CVA Claims in accordance with its terms, regardless of whether you voted in favour or against the Proposal or abstained from voting.

CVA Creditors must use this Proxy Form if they wish to:

(a) vote by proxy at the Creditors’ Meeting; and/or

(b) make an election under the CVA.

In order to receive any relevant distributions in relation to the CVA, CVA Creditors must include their nominated bank details within section 1 of this Proxy Form.

FOR ASSISTANCE IN COMPLETING THIS PROXY FORM CONTACT ALEX WATKINS BY EMAIL MFGLOBALCLAIMS@KPMG.CO.UK, BY POST TO MF GLOBAL UK LIMITED (IN SPECIAL ADMINISTRATION) C/O KPMG LLP, 15 CANADA SQUARE, CANARY WHARF, LONDON, E14 5GL OR BY PHONE ON +44 (0)20 7785 0308.

Submitting this Proxy Form

Please return this form to the Chairman:

(a) by email in pdf form to mfglobalclaims@kpmg.co.uk; or

(b) by post to MF Global UK Limited (in special administration) c/o KPMG LLP, 15 Canada Square, Canary Wharf, London, E14 5GL (marked for the attention of the Administrators).

The Proxy Form Deadline is 12:00 p.m. on Monday 11 December 2017.

TO BE VALID IN ALL RESPECTS, THE PROXY FORM MUST BE DULY COMPLETED AND DELIVERED TO THE CHAIRMAN PRIOR TO THE PROXY FORM DEADLINE. IF IT IS

RECEIVED AFTER THE PROXY FORM DEADLINE, IT WILL NOT CONSTITUTE VALID VOTING INSTRUCTIONS FOR THE PURPOSES OF THE PROPOSAL NOR WILL ANY OF

THE ELECTIONS MADE HEREUNDER BE VALID. ANY DULY COMPLETED PROXY FORMS SUBMITTED AFTER THE PROXY FORM DEADLINE, BUT BEFORE THE FINAL CLAIMS DEADLINE WILL BE DEALT WITH AS SET OUT IN PARAGRAPH 9 (ELECTION

INSTRUCTIONS FOR CREDITORS) OF SECTION 1 OF THE PROPOSAL.

71

SECTION 1

CVA CREDITOR DETAILS

1. Customer ID#

2. Name of CVA Creditor

(If a company please also give company registration number)

3. Address for correspondence

4. Email address

5. Telephone number (including international dialling code)

6. Total amount of CVA Claim

NOTE: If you have not already done so, you will also need to submit a separate proof of debt in the form attached at Schedule 35 (Proof of Debt) to the Proposal

£

7. Nominated bank details for the payment of any payments under the CVA (if applicable)

IBAN:

Sort code:

Swift:

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SECTION 2

APPOINTMENT OF PROXY

The undersigned CVA Creditor irrevocably appoints as its proxy to vote at the Creditors’ Meeting:

The Chairman

The following individual:

Name:

Address:

Passport number:

Or failing the above:

Name:

Address:

Passport number:

Please tick the appropriate box above. Please only tick one box. If you tick more than one box, your proxy appointment will be invalid.

NOTE: If you appoint the Chairman to be your proxy, you must specifically direct the Chairman to vote either to approve the CVA or to reject the CVA by completing Section 3 (Voting Instructions) of this Proxy Form. If you do not give the Chairman specific directions on how to vote under Section 3 of this Proxy Form, your proxy appointment and vote will be invalid.

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SECTION 3

VOTING INSTRUCTIONS

The undersigned CVA Creditor irrevocably instructs its proxy to vote as follows at the Creditors’ Meeting:

Resolution 1:

In relation to the Statement of Proposals Amendments:

APPROVE the Statement of Proposals Amendments

REJECT the Statement of Proposals Amendments

Please tick the appropriate box above. Please only tick one box. If you tick more than one box, your vote will be invalid.

AND

Resolution 2:

In relation to the CVA:

APPROVE the CVA (and, if the CVA is approved, that any act to be done by the Supervisors in connection with the arrangement may be done by all or any one or more of them)

REJECT the CVA

APPROVE the CVA with any modifications approved by the Company (and, if the CVA is approved, that any act to be done by the Supervisors in connection with the arrangement may be done by all or any one or more of them)

APPROVE the CVA with the following modifications: *

[ ]

(and, if the CVA is approved, that any act to be done by the Supervisors in connection with the arrangement may be done by all or any one or more of them)

Please tick the appropriate box above. Please only tick one box. If you tick more than one box, your vote will be invalid.

* Use this section if you wish to propose a formal modification to the proposed company voluntary arrangement or you wish to vote on a formal modification to the proposed company voluntary arrangement proposed by the Company or another CVA Creditor.

CREDITORS COMPLETING THIS FORM SHOULD VOTE

IN RELATION TO BOTH RESOLUTIONS 1 AND 2

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SECTION 4

ELECTIONS

The undersigned CVA Creditor irrevocably elects to as follows for the purposes of the CVA:

To be an Exiting Creditor

To be a Stay-in Creditor

To be a Participating Creditor *

Please tick the appropriate box above. Please only tick one box. If you tick more than one box, your election will be invalid.

NOTE: If you do not make any election, you will be treated as an Exiting Creditor (if you are an Allowed Creditor) or as a Stay-in Creditor (if you are a Disputed Creditor).

* If you elect to be a Participating Creditor:

1) you must provide the Administrators with the additional evidence set out in Annex A to this Proxy Form at the same time as submitting this Proxy Form; and

2) by signing and returning this Proxy Form, you irrevocably and unconditionally (i) agree to the terms of the CVA and (ii) undertake to comply with the obligations of a Participating Creditor under the CVA, including without limitation the obligation to fund your Individual Funding Requirement to the CVA Trust Account by the Funding Deadline.

NOTE: As a Participating Creditor, you need to be prepared to fund on the basis that all CVA Creditors apart from yourself and the Underwriter opt to become Exiting Creditors, as the total number of other Participating Creditors will not be known until the Proxy Form Deadline has passed and the amount of the CVA Investment Requirement will not be known until the Implementation Date under the CVA has occurred.

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SECTION 5

SIGNATURE

Signature of CVA Creditor or person authorised to act on their behalf.

Name in BLOCK LETTERS

Position with or relation to CVA Creditor

Address of person signing (if different from the address of the CVA Creditor)

Dated

NOTE: By signing and returning this Proxy Form, you represent that you will not transfer your interest in your CVA Claim in respect of which you are seeking to vote at the Creditors’ Meeting until the Creditors’ Meeting has been completed.

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Annex A

Evidence required to be delivered by Participating Creditors

In order to be accepted by the Administrators as a Participating Creditor, you must provide the following additional evidence in form and substance satisfactory to the Administrators.

1. Evidence of your ability to fund an amount equal to or greater than £3,500,000 on a ‘certain funds’ basis including a detailed description of your sources of funds and any documentation required including any debt financing and/or equity commitment letters, term sheets and/or guarantee (as applicable).

2. A letter confirming your beneficial ownership and other documentation requested by the Administrators to enable them to comply with any applicable anti-money laundering requirements.

3. Confirmation of the identity of any other participants to be involved in funding your Individual Funding Requirement and details of the role of each such participant.

4. Confirmation that you have the regulatory licenses, authorisations, and/or approvals, if necessary, to undertake the obligations of a Participating Creditor under the CVA.

5. A copy of the documents granting the necessary representative powers to the persons who executed the Proxy Form.

NOTE: You need to be prepared to fund on the basis that all CVA Creditors apart from yourself and the Underwriter opt to become Exiting Creditors, as the total number of other Participants will not be known until the Proxy Form Deadline has passed and the amount of the CVA Investment Requirement will not be known until the Implementation Date under the CVA has occurred.

Example Calculation

By way of example, the maximum amount you may be required to fund can be estimated as follows:

Your maximum Individual Funding Requirement =

= 0.7 ∗ 0.0975 ∗ �𝑌𝑌𝑌𝑌𝑌𝑌𝑌𝑌 𝐴𝐴𝐴𝐴𝐴𝐴𝑌𝑌𝐴𝐴𝐴𝐴𝐴𝐴 𝐶𝐶𝐴𝐴𝐶𝐶𝐶𝐶𝐶𝐶

𝑌𝑌𝑌𝑌𝑌𝑌𝑌𝑌 + 𝑈𝑈𝑈𝑈𝐴𝐴𝐴𝐴𝑌𝑌𝐴𝐴𝑌𝑌𝐶𝐶𝑈𝑈𝐴𝐴𝑌𝑌′𝑠𝑠 𝐴𝐴𝐴𝐴𝐴𝐴𝑌𝑌𝐴𝐴𝐴𝐴𝐴𝐴 𝐶𝐶𝐴𝐴𝐶𝐶𝐶𝐶𝐶𝐶𝑠𝑠� ∗ 𝐸𝐸𝐸𝐸𝐶𝐶𝑈𝑈𝐶𝐶𝑈𝑈𝐸𝐸 𝐶𝐶𝑌𝑌𝐴𝐴𝐴𝐴𝐶𝐶𝑈𝑈𝑌𝑌𝑌𝑌𝑠𝑠′𝐶𝐶𝐴𝐴𝐶𝐶𝐶𝐶𝐶𝐶𝑠𝑠

The Exiting Creditors’ Claims = 𝑈𝑈ℎ𝐴𝐴 𝑇𝑇𝑌𝑌𝑈𝑈𝐶𝐶𝐴𝐴 𝐴𝐴𝐴𝐴𝐴𝐴𝑌𝑌𝐴𝐴𝐴𝐴𝐴𝐴 𝐶𝐶𝐴𝐴𝐶𝐶𝐶𝐶𝐶𝐶𝑠𝑠 − 𝑌𝑌𝑌𝑌𝑌𝑌𝑌𝑌 𝐴𝐴𝐴𝐴𝐴𝐴𝑌𝑌𝐴𝐴𝐴𝐴𝐴𝐴 𝐶𝐶𝐴𝐴𝐶𝐶𝐶𝐶𝐶𝐶 − 𝑈𝑈ℎ𝐴𝐴 𝑈𝑈𝑈𝑈𝐴𝐴𝐴𝐴𝑌𝑌𝐴𝐴𝑌𝑌𝐶𝐶𝑈𝑈𝐴𝐴𝑌𝑌′𝑠𝑠 𝐴𝐴𝐴𝐴𝐴𝐴𝑌𝑌𝐴𝐴𝐴𝐴𝐴𝐴 𝐶𝐶𝐴𝐴𝐶𝐶𝐶𝐶𝐶𝐶

As at the date of the Proposal: • the Total Allowed Claims in the Administration were £931,301,926; and • the Underwriter’s Allowed Claim was £98,333,826.84.

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SCHEDULE 9

CREDITORS’ GUIDE TO INSOLVENCY PRACTITIONERS’ FEES

1 INTRODUCTION

In a voluntary arrangement, as in other types of insolvency, the amount of money available for creditors is likely to be affected by the level of costs, including the remuneration of the insolvency practitioner appointed to implement the arrangement. This guide explains how fees are fixed in voluntary arrangements, how the creditors can affect the level of fees, and the information which should be made available to them regarding fees.

2 THE COMPANY VOLUNTARY ARRANGEMENT PROCEDURE

2.1 Company voluntary arrangements are often referred to as CVAs. A CVA enables a company to put a proposal to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs. A composition is an agreement under which creditors agree to accept a certain sum of money in settlement of the debts due to them. A CVA may be used as a stand-alone procedure or as an exit route from an administration. It may also be used where a company is in liquidation, but this is extremely rare. The proposal will be made by the directors, the administrator or the liquidator, depending on the circumstances. In a CVA, the proposal must provide for an insolvency practitioner to supervise the implementation of the arrangement. Until proposed CVA is approved by the creditors, the practitioner is known as the nominee. If the proposed CVA is approved, the nominee (or if the creditors choose to replace him, his replacement) becomes the supervisor.

3 FEES, COSTS AND CHARGES – STATUTORY PROVISIONS

3.1 The fees, costs, charges and expenses which may be incurred for the purposes of a company voluntary arrangement are set out in rule 2.43 of the Insolvency Rules. These are:

(a) fees for the Nominee’s services agreed with the company (or, as the case may be, the administrator or liquidator) and disbursements made by the nominee before the decision approving the CVA takes effect under section 4A or paragraph 36 of Schedule A1 of the Insolvency Act;

(b) any fees or expenses which:

(i) are sanctioned by the terms of the CVA; or

(ii) where they are not sanctioned by the terms of the CVA would be payable, or correspond to those which would be payable, in an administration or winding up.

3.2 The Insolvency Rules also require the following matters to be stated or otherwise dealt with in this Proposal (see rules 2.3(1)(g) and 2.3(1)(j) of the Insolvency Rules):

(a) the amount proposed to be paid to the nominee (as such) by way of fees and expenses; and

(b) how the fees and expenses of the Supervisors will be determined and paid.

4 ROLE OF THE CREDITORS

It is for the Creditors’ Meeting to decide whether to agree to the terms relating to remuneration along with the other provisions of this Proposal. The Creditors’ Meeting has the power to modify any of the terms of this Proposal, including those relating to the fixing of remuneration. The nominee should be prepared to disclose the basis of his fees to the meeting if called upon to do so. Although there are no further statutory provisions relating to remuneration in voluntary arrangements, the

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terms of this Proposal may provide for the establishment of a committee of creditors and may include among its functions the fixing of the supervisor’s remuneration.

5 WHAT INFORMATION SHOULD THE CREDITORS RECEIVE?

5.1 When fixing bases of remuneration

(a) When seeking agreement for the basis or bases of remuneration, the voluntary arrangement proposal or the supervisor (where fees and disbursements are subject to agreement after approval of the arrangement) should provide sufficient supporting information to enable the creditors (or the committee of creditors where applicable) to make an informed judgement as to whether the basis sought is appropriate having regard to all the circumstances of the case. The nature and extent of the information provided will depend on the stage during the conduct of the case at which approval is being sought.

(b) If any part of the remuneration is sought on a time costs basis, the proposal or the supervisor should provide details of the minimum time units used and current charge-out rates, split by grades of staff, of those people who have been or who are likely to be involved in the time costs aspects of the case.

(c) The proposal or the supervisor should also provide details and the cost of any work that has been or is intended to be sub-contracted out that could otherwise be carried out by the supervisor or his or her staff.

5.2 After the bases of remuneration have been fixed

(a) The supervisor is required to send reports to creditors at specified intervals. When reporting to creditors, the Supervisor should provide an explanation of what has been achieved in the period under review and how it was achieved, sufficient to enable the progress of the case to be assessed.

(b) Creditors should be able to understand whether the remuneration charged is reasonable in the circumstances of the case (whilst recognising that the supervisor must fulfil certain statutory obligations and regulatory requirements that might be perceived as bringing no added value for the Estate). Where any remuneration is on a time costs basis, the supervisor should disclose the charge in respect of the period, the time spent and the average charge-out rates, in larger cases split by grades of staff and analysed by appropriate activity.

(c) If there have been any changes to the charge-out rates during the period under review, rates should be disclosed by grades of staff, split by the periods applicable. The supervisor should also provide details and the cost of any work that has been sub-contracted out that could otherwise be carried out by the supervisor or his or her staff.

6 DISBURSEMENTS AND OTHER EXPENSES

(a) Costs met by and reimbursed to the supervisor in connection with the voluntary arrangement should be appropriate and reasonable. Such costs will fall into two categories:

(i) Category 1 disbursements: These are costs where there is specific expenditure directly referable both to the voluntary arrangement and a payment to an independent third party. These may include, for example, room hire, storage, postage, telephone charges, travel expenses, and equivalent costs reimbursed to the supervisor or his or her staff.

(ii) Category 2 disbursements: These are costs that are directly referable to the voluntary arrangement but not to a payment to an independent third party. They

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may include shared or allocated costs that can be allocated to the voluntary arrangement on a proper and reasonable basis, for example, business mileage.

(b) Category 1 disbursements can be drawn without prior approval, although the Supervisor should be prepared to disclose information about them in the same way as any other expenses. Category 2 disbursements may be drawn if they have been approved in the same manner as the supervisor’s remuneration. When seeking approval, the supervisor should explain, for each category of expense, the basis on which the charge is being made.

(c) The following are not permissible: a charge calculated as a percentage of remuneration; an administration fee or charge additional to the supervisor’s remuneration; recovery of basic overhead costs such as office and equipment rental, depreciation and finance charges.

7 PROVISION OF INFORMATION – ADDITIONAL REQUIREMENTS

7.1 The nominee or supervisor is required to provide certain information about the time spent on the case, free of charge, upon request by specified persons. The persons entitled to ask for this information are:

(a) any creditor in the case; and

(b) where the arrangement relates to a company, any director or contributory of that company.

7.2 The information which must be provided is:

(a) the total number of hours spent on the case by the insolvency practitioner or staff assigned to the case;

(b) for each grade of staff, the average hourly rate at which they are charged out; and

(c) the number of hours spent by each grade of staff in the relevant period.

7.3 The period for which the information must be provided is the period from appointment to the end of the most recent period of six months reckoned from the date of the nominee’s or supervisor’s appointment or, where he has vacated office, the date that he vacated office. The information must be provided within 28 days of receipt of the request by the nominee or supervisor, and requests must be made within two years from vacation of office.

8 WHAT IF A CREDITOR IS DISSATISFIED?

Where a creditor is dissatisfied then the terms of the voluntary arrangement proposal may provide what action can be taken. In the absence of such a provision a creditor who is dissatisfied by any act, omission or decision of the supervisor may apply to the Court. (s.263 Insolvency Act).

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SCHEDULE 10

FORM OF IMPLEMENTATION NOTICE

IN THE HIGH COURT OF JUSTICE No. [•] of 2017

CHANCERY DIVISION

COMPANIES COURT

IN THE MATTER OF:

MF GLOBAL UK LIMITED (IN SPECIAL ADMINISTRATION)

(the “Company”)

AND IN THE MATTER OF THE COMPANY VOLUNTARY ARRANGEMENT UNDER PART I OF THE INSOLVENCY ACT 1986

___________________________________________________________________________________

IMPLEMEMENTATION NOTICE

TO: ALL KNOWN CVA CREDITORS OF THE COMPANY

___________________________________________________________________________________

[DATE]

Notice is hereby given in accordance with paragraph 27.2 of Section 2 of the Administrators’ proposal for a company voluntary arrangement in respect of the Company dated 23 November 2017 (the “Proposal”) (capitalised terms used in which shall have the same meaning in this notice) that the CVA has been fully implemented in accordance with paragraph 27.1(a) of Section 2 of the Proposal.

____________________________

Name:

on behalf of the Supervisors

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SCHEDULE 11

FORM OF TERMINATION NOTICE

IN THE HIGH COURT OF JUSTICE No. [•] of 2017

CHANCERY DIVISION

COMPANIES COURT

IN THE MATTER OF:

MF GLOBAL UK LIMITED (IN SPECIAL ADMINISTRATION)

(the “Company”)

AND IN THE MATTER OF THE COMPANY VOLUNTARY ARRANGEMENT UNDER PART I OF THE INSOLVENCY ACT 1986

_____________________________________________________________________________________

TERMINATION NOTICE

TO: ALL KNOWN CVA CREDITORS OF THE COMPANY

_____________________________________________________________________________________

[DATE]

Notice is hereby given in accordance with paragraph 27.2 of Section 2 of the Administrators’ proposal for a company voluntary arrangement in respect of the Company dated 23 November 2017 (the “Proposal”) (capitalised terms used in which shall have the same meaning in this notice) that the CVA has terminated under paragraph [(a)/(b)/(c)] of 27.1 of Section 2 of the Proposal with effect from [specify termination date].

____________________________

Name:

on behalf of the Supervisors

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SCHEDULE 12

KPMG CHARGE OUT RATES FOR SUPERVISORS

1 The time charged to the CVA is by reference to the time properly given by the Supervisors and their staff in attending to matters arising.

2 It is the Supervisors’ policy to delegate tasks in the CVA to appropriate members of staff considering their levels of experience and any requisite specialism, supervised accordingly, so as to maximise the cost effectiveness of the work performed. Matters of particular complexity or significance requiring more exceptional responsibility are dealt with by senior staff or the Supervisors themselves. Work carried out by all staff is subject to the overall supervision of the Supervisors.

3 In addition to the Supervisors’ restructuring staff, the Supervisors may, on occasion, utilise the services of specialist departments within the Supervisors’ firm, such as tax. Those departments will charge hours when the Supervisors require their advice.

4 All time spent by staff working directly on case-related matters is charged to a time code established for the case. Each member of staff has a specific hourly rate, which is subject to change over time. The average hourly rate for each category of staff over the period is shown below.

Level Hourly Rate (£)

Partner/Associate Partner 810

Director 710

Senior Manager 630

Manager 510

Senior Administrator/Assistant Manager/Consultant

365

Administrator (Grade 2 and higher) 300

Administrator (Grade 1) 220

Support staff 120

Intern 55

Note: KPMG charge out rates are subject to annual review each 30 September.

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SCHEDULE 13

PROOF OF DEBT

Rule 14.4 In the matter of MF Global UK Limited (in special administration)

Date of special administration – 31 October 2011

1 Name of creditor

(If a company please also give company registration number)

2 Address of creditor for correspondence

3 Email address

Telephone number (including international dialling code)

4 Total amount of claim, including any VAT and outstanding uncapitalised interest as at the date the company went into administration.

Where payment is made or set-off applied after the date of administration, this should be deducted and relevant deductions disclosed.

£

5 Details of any documents by reference to which the debt can be substantiated.

6 If the amount in 4 above includes outstanding uncapitalised interest, please state the amount.

£

7 Particulars of how and when the debt incurred (If you need more space append a continuation sheet to this form).

8 Particulars of any security held, the value of the security, and the date it was given.

9 Customer details:

- Client ID (CID#) - Account number - Account name

10 Signature of creditor or person authorised to act on their behalf.

Name in BLOCK LETTERS

Position with or relation to creditor

Address of person signing (if different from 2 above)

Dated

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SCHEDULE 14

GOVERNANCE AND LITIGATION PROTOCOLS

1 Governance of the Company

1.1 The Administrators will manage the Company’s affairs, business and assets pursuant to the Regulations and the SAR with the objective of finalising Claims and realising Assets as cost-efficiently as possible. For the avoidance of doubt, the Participating Creditors will not be entitled to exercise any management power with respect to the Company.

1.2 The Administrators shall retain control over all assets of the Company from time to time and the Participating Creditors shall not have any rights to take any steps to deal with any assets held by the Company.

1.3 Notwithstanding the above, the Administrators shall:

(a) consult with the Participating Creditors’ Representative in relation to any material administration decisions;

(b) provide the Participating Creditors’ Representative with written updates of any material developments in relation to the Company’s Estate or Administration every two months;

(c) take any material steps in order to achieve the objective of the administration but nothing shall require the Administrators to obtain the consent of any Participating Creditor in order to take any steps and at all times the Administrators retain full discretion in order to take steps to:

(i) adequately perform their role as Administrators of the Company;

(ii) adequately perform any duties required as Administrators and/or otherwise required under the law of any relevant jurisdiction; and/or

(iii) take reasonable steps to mitigate any potential risk or liability to which the Administrators may be exposed in their capacity as administrators and officeholders of the Company; and

(d) perform the services referred to in this paragraph 1.3 with due skill, diligence and care and to the same standard as immediately prior to the Implementation Date.

1.4 Once all the Exiting Creditors and Stay-in Creditors have been paid their respective entitlements under the CVA and are no longer creditors of the Company, the Participating Creditors will be the sole creditors of the Company at which point the Administrators will negotiate with the Participating Creditors to agree a more influential role for the Participating Creditors in relation to determining the strategy and managing the costs of the Administration

1.5 The Administrators shall, in their sole discretion and in accordance with the applicable provisions under the Regulations and the SAR, update the membership of the creditors’ committee to reflect any changes in the composition of creditors of the Company. The creditors’ committee of the Company will continue to oversee and approve the fees of the Administrators in accordance with the Insolvency Act and Insolvency Rules as previously.

2 Litigation Protocol

2.1 Until the full and final resolution (or settlement as the case may be) of the GTA Proceedings, the Administrators:

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(a) will provide the Participating Creditors’ Representative with any material filings, including any material court documents or summons filed in connection with the GTA Proceedings as soon as reasonably practicable from receipt of such documentation provided that the Administrators, in their sole discretion, are satisfied that provision of such documentation will not affect confidentiality, legal privilege or other legal obligations of the Company or the Administrators;

(b) will provide, as soon as reasonably practicable, such information as the Participating Creditors’ Representative may reasonably request in connection with the GTA Proceedings and will keep the Participating Creditors’ Representative informed of any developments or updates in the GTA Proceedings which the Administrators, in their sole discretion, consider material. The obligation to provide such information is subject to the Administrators, in their sole discretion, being satisfied that provision of such documentation will not affect confidentiality obligations or legal privilege of the Company or the Administrators;

(c) agree to consult, to the extent reasonably practicable and legally permissible, with the Participating Creditors’ Representative regarding any settlement of the GTA Proceedings; and

(d) shall, at all times, retain full discretion in order to take steps to:

(i) adequately perform their role and duties as Administrators of the Company and/or otherwise fulfill any obligations required under the law of any relevant jurisdiction; and/or

(ii) take reasonable steps to mitigate any potential risk or civil or criminal liability to which the Administrators may be exposed in their personal capacity or in their capacity as joint special administrators and officeholders of the Company.

3 Variation

3.1 Any variation of this Schedule must be in writing and signed by the Administrators and each Participating Creditor.

Weil, Gotshal & Manges (London) LLP 110 Fetter Lane London EC4A 1AY +44 20 7903 1000 main tel +44 20 7903 0990 main fax weil.com

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SCHEDULE 15

CVA TRUST DEED

[ ] 2018

CVA TRUST DEED

between

MF GLOBAL UK LIMITED (IN SPECIAL ADMINISTRATION)

and

RICHARD HEIS, MIKE PINK AND EDWARD BOYLE (as joint special administrators of MF Global UK Limited (in special administration))

and

THE PARTICIPATING CREDITORS

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THIS DEED is made on [ ] 2018 between the following parties:

(1) MF GLOBAL UK LIMITED (IN SPECIAL ADMINISTRATION), acting by the Administrators, in its capacity as trustee (the “Trustee”);

(2) RICHARD HEIS, MICHAEL PINK AND EDWARD BOYLE, in their capacity as joint special administrators of the Trustee (the “Administrators”); and

(3) THE PERSONS listed in Schedule 1 (Initial Participating Creditors) as beneficiaries (the “Initial Participating Creditors”),

referred to jointly as the “Parties” and each a “Party”.

BACKGROUND

(A) The Parties are entering into this Deed in connection with the CVA.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 Definitions

In this Deed, capitalised terms have the same meaning given to them in the CVA, unless expressly defined otherwise in this Deed:

“Accession Deed” means a deed, substantially in the form of Schedule 2 (Form of Accession Deed).

“Additional Participating Creditor” means each person that accedes to this Deed as an Additional Participating Creditor by delivering a duly executed Accession Deed to the Trustee.

“Assigned Exiting Creditors’ Claims” has the meaning given to it in the CVA.

“Assigned Stay-in Creditors’ Claims” has the meaning given to it in the CVA.

“CVA” means the company voluntary arrangement under Part I of the Insolvency Act in respect of MF Global UK Limited (in special administration) on the terms set out in the Administrators’ proposal dated 23 November 2017.

“CVA Trust” has the meaning given to it in Clause 2.1(a)

“CVA Trust Account” means the GBP denominated segregated trust account with number [ ] held with [name of bank] in the name of the Trustee.

“CVA Trust Assets Obligations” has the meaning given in Clause 2.4.

“CVA Trust Assets” means each of the Assigned Exiting Creditors’ Claims, the Assigned Stay-in Creditors’ Claims and all amounts standing to the credit of the CVA Trust Account from time to time.

“Funding Deadline” has the meaning given to it in the CVA.

“Participating Creditor” means each Initial Participating Creditor and each Additional Participating Creditor.

“Pro Rata Trust Share” means:

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(a) in relation to an Initial Participating Creditor, the percentage set opposite its name in Schedule 1 (Initial Participating Creditors) plus the amount of any other Pro Rata Trust Share transferred to it under this Deed; and

(b) in relation to an Additional Participating Creditor, the amount of Pro Rata Trust Share transferred to it under this Deed,

in each case, to the extent not transferred under and in accordance with this Deed.

“Received Distributions” means any distribution received from the Administrators in respect of the Assigned Exiting Creditors’ Claims or the Assigned Stay-in Creditors’ Claims.

1.2 Construction

The provisions of clause 2 (Interpretation) of schedule 1 (Definitions and Interpretation) of the CVA apply to this Deed as though they were set out in full in this Deed, except that references to the CVA are to be construed as references to this Deed.

2 THE TRUST

2.1 Bare trust for the Participating Creditors

(a) The Trustee hereby declares that it shall hold the CVA Trust Assets as bare trustee upon trust absolutely for the Participating Creditors as beneficiaries and shall distribute or apply the same in accordance with and subject always to the provisions of this Deed (the “CVA Trust”).

(b) None of the provisions of this Deed shall operate so as to pass or transfer the whole or any part of the beneficial interest in the CVA Trust Assets to any person other than the Participating Creditors which are absolutely entitled thereto under sub-clause 2.1(a).

2.2 Pro rata shares of Participating Creditors

Each Participating Creditor holds a pro rata beneficial interest in the CVA Trust Assets equal to its Pro Rata Trust Share.

2.3 Termination

The CVA Trust shall terminate in respect of the CVA Trust Assets upon the earliest to occur of the following events:

(a) upon the later to occur of the discharge of the CVA Trust Assets Obligations and the date on which the Administrators make their final distribution in the Administration; or

(b) the date on which the Trustee and each of the Participating Creditors, in writing, agree to the termination of this Deed.

Upon the termination of the CVA Trust, the Trustee will distribute any amounts standing to the credit of the CVA Trust Account and the proceeds of any Assigned Exiting Creditors’ Claims and Assigned Stay-in Creditors’ Claims to the Participating Creditors in accordance with their Pro Rata Trust Share.

2.4 CVA Trust Assets Obligations

Each of the Participating Creditors hereby instructs and directs the Trustee to hold the CVA Trust Assets and:

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(a) make the Exit Payments to the Exiting Creditors in accordance with the terms of the CVA Proposal;

(b) if the CVA is terminated in accordance with its terms prior to the date on which the Exit Payments are made, the CVA Trustee will promptly proceed to transfer the CVA Investment Requirement back to the Participating Creditors in accordance with their respective Pro Rata Trust Share; and

(c) promptly upon receipt of any Received Distributions pay each Participating Creditor an amount equal to its Pro Rata Trust Share of such Received Distributions,

together, the “CVA Trust Assets Obligations”.

2.5 Directions to the Trustee

The Participating Creditors hereby direct the Trustee to perform the CVA Trust Assets Obligations and comply with all of the obligations of the Trustee set out in this Deed.

2.6 Good discharge

An acknowledgement of receipt signed by the relevant person to whom payments are to be applied under this Deed will discharge the Trustee.

2.7 Reliance

The Trustee may:

(a) rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;

(b) assume the genuineness of signatures on any notice or document referred to in sub-clause 2.7(a) above;

(c) rely on any statement made by any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; and

(d) engage, pay for and rely on professional advisers selected by it (including those representing a Party other than the Trustee).

3 ROLE OF THE TRUSTEE

3.1 Powers and duties

The Trustee has only those powers, duties and discretions which are expressly specified in (or necessarily implied from) this Deed or any other document to which it is a party.

3.2 Responsibility

(a) The Trustee is not responsible for the adequacy, accuracy or completeness of any statement or information (whether written or oral) made in or supplied in connection with this Deed.

(b) The Trustee is not responsible for the legality, validity, effectiveness, adequacy, completeness or enforceability of this Deed or any other document.

3.3 Exclusion of liability

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(a) The Trustee is not liable or responsible to any Participating Creditor for any loss or damage of any kind resulting directly or indirectly from any action taken or not taken by it (or their agents or sub-agents) in connection with this Deed or otherwise in its capacity as Trustee (including, for the avoidance of doubt, any payment of a distribution to a Participating Creditor even if it is not permitted by applicable law), unless such loss or damage is directly caused by its fraud, gross negligence or wilful misconduct.

(b) No Party (other than the Trustee) may take any proceedings against any agents of the Trustee in respect of any claim it might have against the Trustee or in respect of any act or omission of any kind by that agent in connection with this Deed.

(c) The Trustee is not liable for any delay (or any related consequences) in crediting an account with an amount required under this Deed to be paid by the Trustee.

3.4 Compliance

The Trustee may refrain from doing anything (including disclosing any information) which might, in its opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in their opinion, is necessary or desirable to comply with any law or regulation.

3.5 Notice period

Where this Deed specifies a minimum period of notice to be given to the Trustee, the Trustee may, at its discretion, accept a shorter notice period.

3.6 Further Assurance

Each Participating Creditor must supply the Trustee with any information or sign any additional documents that the Trustee may reasonably specify as being necessary or desirable to enable it to perform its functions under this Deed or for the intention or terms of this Deed to take effect.

4 AMENDMENTS AND WAIVERS

4.1 Procedure

Any variation or modification of this Deed shall be in writing and signed by or on behalf of each Party as a Deed.

4.2 Waivers and remedies cumulative

The rights of the Trustee and each Participating Creditor under this Deed:

(a) may be exercised as often as necessary;

(b) are cumulative and not exclusive of their respective rights under the general law: and

(c) may be waived only in writing and specifically.

Delay in exercising or non-exercise of any right is not a waiver of that right.

5 SEVERABILITY

If a term of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, that will not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other term of this Deed; or

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(b) the legality, validity or enforceability in other jurisdictions of that or any other term of this Deed.

6 CHANGES TO THE PARTIES

(a) The Participating Creditors may assign or transfer any of their rights and obligations under this Deed and in accordance with, and subject to the conditions set out in, the CVA.

(b) Each assignee or transferee must accede to this Deed as an Additional Participating Creditor by delivering a duly executed Accession Deed to the Trustee.

7 NO PERSONAL LIABILITY OF THE ADMINISTRATORS

(a) The Administrators have entered into and signed this Deed as agents for and on behalf of the Trustee, and neither they, their firm, members, partners, employees, directors, officers, employees, agents, advisers or representatives shall incur any personal liability whatsoever. This exclusion of liability set out in this Clause 7 shall arise and continue notwithstanding the termination of the agency of the Administrators or their discharge from office as special administrators and shall operate as a waiver of all and any claims.

(b) The Administrators have entered into this Deed in their personal capacities solely for the purpose of receiving the benefit of all limitations, exclusions, undertakings, and covenants in their favour and in favour of the Trustee.

(c) Each of the Administrators’ firm, its members, partners, directors, officers, employees, agents, advisers and representatives shall be entitled to rely on, enforce and enjoy the benefit of this exclusion of liability as if they were a party to this Deed.

8 THIRD PARTY RIGHTS

Save as provided for in clause 7 (No Personal Liability of the Administrators), no person who is not a Party to this Deed shall have any rights, whether under the Contract (Rights of Third Parties) Act 1999 or otherwise, to enforce any terms of this Deed.

9 COUNTERPARTS

This Deed may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

10 GOVERNING LAW AND JURISDICTION

(a) This Deed and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales.

(b) The Parties agree that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Deed and/or its subject matter.

This Deed has been entered into as a deed on the date stated at the beginning of this Deed.

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SCHEDULE 1

INITIAL PARTICIPATING CREDITORS

Name Pro Rata Trust Share2

[●] [●]

[●] [●]

[●] [●]

[●] [●]

[●] [●]

[●] [●]

2 This will be the proportion which the amount the relevant Participating Creditor actually deposited into the CVA Trust Account bears to the total CVA Investment Requirement, expressed as a percentage, as determined by the Administrators under the CVA.

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SCHEDULE 2

FORM OF ACCESSION DEED

To: The Trustee

From: [Participating Creditor]

Date: [ ]

CVA Trust Deed

dated [●] 2018 (the “CVA Trust Deed”)

We refer to Clause [6] of the CVA Trust Deed. This is an Accession Deed.

Capitalised terms defined in the CVA Trust Deed have the same meaning when used in this Accession Deed unless otherwise herein defined.

[Name] of [address] (the “Acceding Creditor”) agrees to become a Participating Creditor and to be bound by the terms of the CVA Trust Deed as a Participating Creditor from the date on which this Accession Deed is countersigned as a deed by the Trustee.

This Accession Deed is intended to take effect as a deed.

This Accession Deed and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales and the courts of England have exclusive jurisdiction to settle any dispute including a dispute relating to non-contractual obligations arising out of or in connection with this Deed.

SIGNED as a DEED by ) [ACCEDING CREDITOR] ) in the presence of: ) …………………………………

Witness’s signature: …………………………………

Name: …………………………………

Address: …………………………………

…………………………………

…………………………………

The accession of [●] as a Participating Creditor is confirmed. EXECUTED as a DEED ) [Trustee] ) acting by )