Igniting change.

Accelerating growth.

IG GROUP HOLDINGS PLC

ANNUAL REPORT 2022

Igniting change.

Accelerating growth.

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

IG Group is a leading global

fintech, led by a clear purpose

to power the pursuit of financial

freedom for the ambitious.

Introduction

At a Glance 2

Chair’s Statement 4

Chief Executive Officer’s Statement 6

Strategic Report

Our Purpose and Values 10

Key Trends Likely to Affect Our Business 12

Business Model 14

Key Performance Indicators (KPIs) 16

Strategic Update 18

Stakeholder Engagement 22

Section 172(1) Statement 24

ESG at a Glance 26

ESG Report 27

Chief Financial Officer’s Statement 36

Business Performance Review 38

Risk Management 46

Going Concern and Viability Statement 54

Governance Report

Governance at a Glance 56

Chair’s Introduction to Corporate Governance 58

The Board 60

Governance Framework 64

Board Governance 66

Nomination Committee Report 76

Directors’ Remuneration Report and Policy 79

Remuneration At a Glance 82

Audit Committee Report 102

ESG Committee Report 110

Board Risk Committee Report 112

Directors’ Report 115

Statement of Directors’ Responsibilities 118

Independent Auditors’ Report 119

Financial Statements 130

Shareholder and Company Information

Shareholder and Company Information 192

Appendices 194

Group-wide KPI Definitions 196

AT A GLANCE

PG. 02

THIS REPORT IS ONLINE

IGGROU P.COM

Introduction

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Financial Highlights FY22

Total revenue

£973.1m

(2 0 21: £837.6m)

Basic earnings per share

92.9p

(2021: 99.8p)

Total dividend per share

44.2p

(2021: 43.2p)

1. Total revenue includes £5.8 million foreign exchange hedging gain associated with the financing of the tastytrade acquisition. On an adjusted basis,

total revenue was £967.3m.

2. Profit before tax includes £33.7 million of costs and recurring non-cash costs associated with the tastytrade acquisition and integration and

£3.3million relating to the sale of Nadex and Small Exchange. On an adjusted basis, profit before tax was £494.3m.

3. Earnings per share include £1.0 million of accelerated financing expense associated with the debt issuance. On an adjusted basis, basic earnings per

share was 96.3 pence.

4. The Group uses alternative performance measures to provide additional information on the performance of the business. For more detail, see our KPI

definition on page 196.

Profit before tax

£ 477.0 m

(2021: £446.0m)

Net own funds generated from operations

£ 437.3m

(2021: £422.8m)

KPIs

PG. 16

BUSINESS PERFORMANCE REVIEW

PG. 38

LONDON

CSRC REPRESENTATIVE OFFICE

SALES OFFICE OPERATIONAL LOCATION

MADRID

CHICAGO

PARIS

ZURICH

STOCKHOLM

SYDNEY

MILAN

HAMILTON

AMSTERDAM

GENEVA

LIMASSOL

KRAKÓW

DUBAI

HONG KONG

BANGALORE

SINGAPORE

MELBOURNE

SHENZHEN

NEW YORK

SHANGHAI

TOKYO

FRANKFURT

JOHANNESBURG

INTRODUCTION

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

IG Group is a purpose-led global fintech

that has been at the forefront of trading

innovation since 1974.

Our clients are ambitious, and are

looking to take control of their financial

future. Our award-winning products, our

educational content and our platforms

empower these ambitious people the

world over to unlock opportunities

around the clock, giving them access

toaround 19,000 financial markets.

IG Group Holdings plc (IGGH or the

Company) is an established member of

the FTSE 250 and was given a long-term

investment grade credit rating of BBB–

with a stable outlook from Fitch Ratings

in September 2021.

Our geographies

Employees across 24 offices

2,507

Active clients in FY22

38 1 ,000+

Markets offered to trade

~19, 000

At a Glance

Over-the-counter (OTC) 84%

ETD 13%

Stock trading 3%

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Powering the pursuit

of financial freedom

for the ambitious

Our products Our brands Our proposition

Hours of educational content

4,000+

Post-tax profits pledged to charities

Offices worldwide

Multiple growth levers

in a significant and

growing global market

High-quality client base,

driving sustained and

enduring value

Diversified business by

geography and product

Strong cash flow and

liquidity with robust

riskmanagement

Market-leading

content,technology

and platforms

Our purpose

INTRODUCTION

This has been an

exciting year of

growth and

progress as we

live our purpose.”

Mike McTighe

Chair

The Group has had an exceptional

year, both in terms of the record

performance delivered and the strategic

progress made. I am extremely proud

of the ongoing transformation of

the business, and I am confident we

are ideally placed to take advantage

of the opportunities ahead.

The acquisition of tastytrade, Inc.

(tastytrade) during the year provided

a step-change towards achieving

our diversification strategy, while the

sale of North American Derivatives

Exchange, Inc. (Nadex) and Small

Exchange Inc. (Small Exchange)

exemplifies our focus on areas where

we see significant room for growth.

Our clear purpose and strategy has

guided our decision making in the

year, including the formalisation of our

Capital Allocation Framework, which

includes our pledge to donate the

equivalent of 1% of post-tax profits to

charitable causes each year from 2022

to 2025, subject to Board approval.

Record performance

The record performance is particularly

pleasing given the exceptional activity

levels seen during the pandemic.

We differentiate ourselves by the

quality of our clients, and this in

turn differentiates our results.

Chair’s Statement

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

We are able to continually attract and

retain these high-quality clients for

three key reasons: our product offering,

trade execution and client service. Our

ever-growing client base continues

to find opportunities to trade, and

this underpins our business growth.

Performance in some of our

regions such as the US, Japan

and our pan-European multi-

lateral trading facility brings

diversification and offers significant

strategic growth opportunities.

Focus on capital stewardship

Over the course of the last 12

months, the Board has been focused

on responsible capital stewardship,

balancing regulatory capital and

liquidity requirements, the need for

investment in the future growth of the

business, and returns to shareholders.

As a result, in addition to the

comprehensive debt refinancing

completed during the year, we have

established a new Capital Allocation

Framework which clearly sets out

the basis on which the Board will

make capital allocation decisions.

In the framework, we have stated our

new policy of an regular distributions of

around 50% of adjusted profit after tax.

In accordance with this new

framework, we also announced our

intention to return surplus capital to

shareholders via the repurchase of

ordinary shares up to an aggregate

purchase price of up to £150 million.

We aim to substantially complete this

buyback programme within FY23.

We will continue to ensure that we

hold sufficient capital resources for

regulatory purposes and to support

business growth, though we will avoid

holding excess capital in the business.

Continuing to strengthen our

leadership

During the year, we welcomed Susan

Skerritt (appointed to the Board in July

2021) as a Non-Executive Director.

Susan is an established Non-Executive

Director and a US resident, and brings

significant financial markets experience

of working with US-based companies

and regulators. That experience and

local knowledge is already proving

invaluable as we increase our focus

on the US. Susan is a member of

both the IG North American Board

(IGNA) and the IG Group Holdings

(IGGH) Board Risk Committee.

In support of the acquisition of

tastytrade, the Board has taken the

opportunity to review the governance

arrangements in the US to optimise

oversight and support of the US

companies by the wider Group. Having

taken soundings from our external

advisers, the Board concluded that a

North American Board was appropriate,

re-purposing a pre-existing Board to

focus in particular on governance,

regulation and compliance.

Supporting our people

The past couple of years have

undoubtedly been a very challenging

time for many, due to several factors

including the global pandemic,

followed by conflict in Ukraine.

Our people have again proven their

dedication and commitment to our

business, our clients, and society.

Collectively, we have taken many steps

to address these challenges, both for

our employees and for the communities

in which we operate. This has been

a combination of ESG programmes

through our Brighter Future Fund and

employee assistance programmes.

In turn, our employees have also

stepped up and provided support to

those facing undue hardships, which

has been incredibly moving and

inspiring. We will continue with these

endeavours as part of our holistic aim

to remain a good corporate citizen.

This has been an exciting year of growth

and progress as we live our purpose.

Mike McTighe

Chair

20 July 2022

INTRODUCTION

Chief Executive Officer’s Statement

Today, we are

apurpose-led

fintech delivering

outstanding

results.”

June Felix

Chief Executive Officer

Over the last 12 months we have

delivered exceptional results.

We have achieved outstanding financial

performance while continuing our

journey to become a more diversified,

innovative, global fintech. We have made

great strides since we announced our

strategy in 2019, and we now see the

emergence of a materially evolved

organisation. Today, we are in a very

strong position in multiple markets,

offering our ambitious clients a great

range of products to meet their needs.

Through our organic and inorganic

regional expansion, we have created

substantial scope for growth in

significant and larger addressable

markets. I strongly believe that we are

better positioned for future growth than

ever before.

Our ability to perform in changing

macro conditions and uncertain markets

is the result of the disciplined execution

of our strategy, and our business model.

We are not only increasing revenues but

diversifying the sources of our revenues.

This positions us well for long-term,

sustainable growth.

The performance we have achieved has

not been replicated consistently across

our peer group and is a testament to

several key factors that differentiate

Key achievements in FY22:

¼ Delivered a record financial performance

¼ Strengthened our strategic position in two

of the world’s largest financial markets

¼ Expanded our large, global, high-quality

clientbase

¼ Committed 1% of post-tax profits to charitable

causes each year from 2022 to 2025

¼ Completed our first corporate bond issuance

¼ Announced our new Capital Allocation

Framework and share buyback programme

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

us from others in the sector. These

include the size and quality of our client

base of ambitious, active traders, our

proven market risk management model,

and most of all, the dedication and

commitment of our people, who strive

every day to provide a better experience

for our clients and for the communities

in which we operate. Iwould like to

begin by expressing my thanks to

everyone at IG Group as we take every

step together to live ourpurpose.

I’m proud to be able to share how we are

delivering on our promises.

A purpose-led, global fintech

We launched our new purpose over

ayear ago, crystallising our vision to

power the pursuit of financial freedom

for the ambitious. This ’North Star’

ensures we put our clients at the heart

of everything we do and support them

on their trading and investing journeys.

Today, we are a purpose-led fintech

delivering outstanding results.

With operations in 20 countries across

five continents, we are delivering the

world’s best technology, platforms,

products and exchanges – opening up

awider range of trading and investment

opportunities to ambitious people

around the world.

IG Group has a long history of innovating

to meet market needs and to best serve

clients. Over the last five decades,

wehave evaluated how the financial

landscape has evolved and we have

moved in tandem by creating relevant

and responsive products. We are

already well known for our OTC

derivatives products, allowing traders to

take advantage of changes in an asset’s

price without owning the asset itself. We

enable clients to trade in around 19,000

markets encompassing indices,

individual equities, commodities and

foreign exchange.

Our heritage embodies the spirit of

our future – to consistently determine

how we can best serve self-directed

investors who want to own their financial

futures. To keep meeting our clients’

needs, we continually evaluate the

changing landscape and respond in

kind with relevant offerings. We have

evolved from a UK-centric, OTC-

focused firm into a global business,

strategically and methodically

expanding by product and by region,

especially in the United States and

Asia, which are both large markets with

significant growth opportunities. We’ve

achieved this through a combination

of organic and inorganic strategies.

Our business in Japan shows how

we applied our winning formula of

delivering innovative products tailored

for local needs backed by our global

platforms, expertise and resources.

Revenues have increased more than

400% in that business from FY19,

and it continues to go from strength

to strength. As a result, Japan is

now one of our largest markets.

Acquiring tastytrade last year enabled

us to accelerate our strategy to expand

into exchange-traded products

and better establish our presence

in the US, the largest retail financial

market in the world. The addition

of tastytrade significantly increases

our total addressable market to over

21 million active traders, by adding

14 million active traders of options,

futures and cash equities in the US.

This large market of self-directed,

ambitious investors has over 100 million

accounts with the main US brokerages.

In addition, we have a stock trading and

investments business which offers

clients the opportunity to buy and sell a

range of over 12,000 global shares and

exchange traded funds with competitive

and transparent transaction fees. We

believe our success in gaining clients

during the last few years shows that this

can be another potential growth lever in

the future.

Playing our part in our

communities

We strive to make a difference for our

clients and for the wider communities

inwhich we operate.

We recognise our responsibilities as

a global corporate citizen, and Iam

particularly proud of the steps we

have taken to further embed our

environmental, social and governance

(ESG) strategy across our business.

In December 2021, we pledged to

contribute the equivalent of 1% of

our post-tax profits to charitable

causes from 2022 to 2025, subject

to ongoing Board approval.

This new pledge is part of our ongoing

commitment to play a part in helping

improve the futures of young people

around the world – inspiring them to

explore possibilities and reach their

potential in life through learning.

The 1% commitment is a natural step

forour Brighter Future Fund, which

wasestablished in 2020 with an initial

£5million contribution from IG. The

majority of our new 1% pledge will be

our mechanism for making regular and

substantial payments into this fund each

year until 2025. The Brighter Future

Fund will support projects around the

globe that align with the themes of

empowerment through education and

the environment.

This builds on our strong track record of

community outreach, where the level of

our commitment continues to set us

apart from our peers. Key highlights

from the last year include:

¼ Continuing to work closely with our

key strategic partner Teach For All

and members of their network,

including Teach First, Teach For

Poland and Teach For India. We

support these charities as they fight

to make the education system work

for every child

¼ We are entering a partnership with

UK-based charity Learning with

Parents which focuses on financial

literacy and, in particular, looks at

ways to help parents support their

child’s financial education

INTRODUCTION

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Chief Executive Officer’s Statement continued

¼ A new partnership with Chance To

Shine, a programme which helps

young girls to become future leaders

through the transformative power

ofcricket

In recognition of our credentials as a

responsible and sustainable business,

IGhas become a constituent of the

FTSE4Good Index.

Delivering on our promises

Through the concerted effort of my

talented and valued colleagues, we

made good on our commitment to

become a more global, diversified and

sustainable business.

We delivered strong strategic progress

across the Group, with stand out

performance in product diversification

and in extending our platform into new

markets. This focus on growth and

diversification has seen us double our

revenues since FY19, with great

progress made across the key

geographical regions in which we

nowoperate.

We also continue to make progress in

Europe with Spectrum, our Frankfurt-

based pan-European trading venue

forsecuritised derivatives. This year

Spectrum welcomed two additional

brokers and introduced further trading

opportunities on turbo certificates with

selected equities and cryptocurrencies.

Further growth is expected in FY23 and

beyond as we integrate additional

third-party brokers, as well as integrate

two tier-1 European banks as product

issuers later this year.

In Japan, we have enjoyed considerable

recent success, tailoring our offering to

best suit the needs and wants of local

clients. Our ability to localise continues

to pay dividends, allowing us to leverage

our platform and technology capability

across different markets.

This approach of focusing on growth

and expansion, while being disciplined in

the strategic decisions and investments

we choose to make, has ensured we are

outperforming against the strategy we

set ourselves and sets an even stronger

foundation from which we can grow.

This means being strategic and focused

on what we decide to do and also on

what we decide not to do.

We completed the sale of two

businesses, Nadex and Small Exchange,

in March 2022 for $216 million,

representing a significant return on

investment for these businesses. This

sale gives us the opportunity to reinvest

into our businesses, expanding our

efforts in tastytrade and in other related

opportunities as they arise.

Foundations for success

Since our earliest days, we have

delivered innovative financial solutions

for our clients. This success is

underpinned by our people, our

expertise and our focus on continuous

improvement and innovation.

This year, we have made some

keyleadership changes to further

strengthen our expertise and leverage

our capabilities. To represent our

investment in key regions, we have

appointed new regional CEOs to drive

success in our three key geographies:

Matt Macklin is the regional CEO for the

UK, APAC+ and Emerging Markets, Matt

Brief leads as regional CEO for Europe,

and Joe (JJ) Kinahan has been appointed

as CEO for North America. They all bring

significant experience and expertise to

our regions and to the Executive

Committee team.

By combining global resources and

regional expertise, we plan to create

more innovative, distinctive solutions

that meet clients’ needs at a more

targeted level. We will take advantage

ofour global platform and local insights

to deliver sustainable growth through

both organic and selective inorganic

investment. Additionally, we have a keen

eye on expanding and fulfilling our ESG

goals. By keeping those goals running in

parallel we believe this will ensure we

excel in both the short and long term.

Capital management and liquidity

Our balance sheet is strong, and we are

a highly cash-generative business.

During the year, we successfully

completed a comprehensive debt

refinancing exercise and implemented

anew long-term funding structure.

These important steps will provide

additional, significant levels of liquidity

to further support our strategic growth

ambitions: lengthening the maturity of

our debt facilities, enhancing our

financial flexibility, and providing

material headroom within our total

facilities. The refinancing involved our

first corporate bond issue of an

investment-grade, seven-year, £300

million, senior unsecured note, and a

new £300 million committed revolving

credit facility, with an initial maturity of

three years.

We have also announced our new

Capital Allocation Framework, setting

out how it supports our strategic goals,

as well as outlining the thinking behind

it. This is an important step in shaping

the business, and positioning us for

thefuture.

June Felix

Chief Executive Officer

20 July 2022

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Capital Allocation Framework

Our Capital Allocation Framework balances

delivering sustainable returns to shareholders

with ongoing investment in the business to

execute our growth strategy.

The Group will retain sufficient capital as

required to maintain a strong balance sheet,

toinvest in organic growth and fulfil our

citizenship commitment of allocating 1% of

adjusted profit after tax to charitable causes,

prior to the declaration of Regular Distributions.

Following these allocations of capital,

theGroup will consider inorganic growth

investments and Additional Distributions

toshareholders of capital that are surplus

toour requirements.

Regular distributions

The Board has adopted a sustainable,

progressive dividend policy. This is

expected to deliver (1) modest annual

growth in the dividend per share over

the current planning cycle, and (2) an

interim dividend set at 30% of the prior

year, full year dividend.

The Board expects aggregate regular

annual distributions to shareholders of

around 50% of adjusted profit after tax

each year. The Group will retain an

element of discretion on the methods

ofreturn which may include share

buybacks or special dividends.

The flexibility provided by this approach

is intended to mitigate the impact of

potential short-term fluctuations in the

business cycle on the annual ordinary

dividend per share paid to shareholders.

Additional distributions

The Board will continue to keep the level

of capital on the balance sheet under

regular review.

Capital that is not required to fund

either planned business investment or

potential inorganic investment to

accelerate delivery of the Group’s

strategic plans will be periodically

returned to shareholders as Additional

Distributions, over and above Regular

Distributions. Such distributions will

bethrough share buybacks or special

dividends with the Board considering

anumber of factors to determine the

mechanism which is most accretive to

shareholder value.

1. Regulatory capital

requirements

2. Organic investment

togrowth

3. Commitments

on citizenship

4. Regular

distributions

5. Inorganic

investments

6. Additional shareholder

returns

Hold an appropriate level of

regulatory capital and liquidity.

Generate operating return

on existing capital and invest

organically for future growth.

Commitment to donate 1% of

profit after tax to charitable causes

until 2025.

Regular distribution of around 50%

of adjusted profit after tax,

delivering modest growth in

dividend per share.

Ongoing disciplined assessment

of potential acquisitions.

Return of surplus capital not

required for other priorities.

IG GROUP HOLDINGS PLC ANNUAL REPORT 202210

STRATEGIC REPORT

Powering the pursuit

of financial freedom

for the ambitious

Our purpose

Our blueprint for the future.

It will deliberately stretch us for years to come.

It provides us with a fundamental question

against which to assess decisions – ‘is what

we’re doing powering the pursuit of financial

freedom for the ambitious?’. It requires us to

have a deep understanding of our clients, and

to diversify into new markets and products.

As we make further progress towards achieving

our purpose, we will enable more people to

become financially self-reliant and therefore

make a greater contribution to society.

Our Purpose and Values

FIND OUT MORE AT

IGGROUP.COM/ABOUTUS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Stock trading

OTC

97%

Interest

ETD

Stock trading

OTC

84%

ETD

13%

Interest

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Strategy

Client focus

Our strategic drivers

Diversification

By delivering on our strategy we are diversifying our revenue. We have

already seen the benefit from our geographic expansion, and now we

arediversifying the business by product. This is in the form of organic

andinorganic growth. While our OTC business has continued to deliver

exceptional performance, our diversification strategy is beginning to

shape a new IG Group.

Every ambitious person

Unrelenting in our drive to reach ambitious people across

the globe. Ambitious people, wherever they are, all share

similar characteristics: they’re driven and self-directed.

Weexist to help them in their pursuit of financial freedom,

and we acknowledge that this means something different

for everyone.

Products that power

Evolving our product portfolio to provide greater choice

and flexibility in the pursuit of financial freedom. Through

innovation, we can power every ambitious person with

market-leading technology, platforms, products and

exchanges. Our focus on education gives clients the

understanding and confidence to harness that power

toachieve their goals.

Inspiring experiences

Creating personalised experiences that engage, educate

and empower. We invest in our award-winning platforms in

order to provide faster, clearer and smarter ways to trade.

User experience is the top reason clients trade with us.

We also encourage our employees to work collaboratively

to produce excellent results and get the most out of

their roles.

Tuned for growth

Developing our capabilities and infrastructure for growth,

balancing the need for agility with robust controls and risk

management. Successfully diversifying our business

geographically and by product has been possible due to

our strong scalable foundations. As we continue to grow,

this remains a key focus in our technology, our operations

and our financial strength.

FY19

FY22

Client onboarding

¼ Market to a clearly defined target audience

¼ Ensure marketing is clear, fair and not misleading

¼ Wealth, income and risk appetite

assessment prior to trading our products

¼ Ongoing checks to assess potentially

vulnerable existing clients

Client education

¼ Encourage clients to engage with us and to learn

about our products and how to trade effectively

andresponsibly

¼ Promote responsible trading through an engaging

introductory programme, targeted at client needs

¼ Provide a wide range of trading aids, such as

strategic trading content, charting packages,

news, commentary and analysis

Client outcomes

¼ Invest in process, training and culture to

continually improve experiences and outcomes

¼ Evaluate across a broad range of metrics – including

satisfaction, appropriateness, complaints and financial

outcomes – to ensure we are doing the right thing

¼ Focus on best possible service by continuous

investment in our platform, to maximise its

offering, availability and performance

Risk management

¼ Negative balance protection and limited-risk accounts

¼ Close-out monitor to warn and ultimately liquidate

client positions when their margin has been

significantly eroded

¼ Option to attach guaranteed stops to identify the

maximum possible loss at the outset of a trade

¼ A business model which aligns our outcomes with

those of our clients

Clients at

the centre

of everything

we do

IG GROUP HOLDINGS PLC ANNUAL REPORT 202212

STRATEGIC REPORT

Realising the value

of forward thinking

We are continually looking externally at key trends in our

sector, the industry and in the world more generally, to

understand the impact they may have on our business, either

to spot an opportunity, or to mitigate a risk. Although there

Financial markets

Description

Higher volatility tends to generate more opportunities in

financial markets, which attracts clients – increasing trading

activity and client income. However, at all times we seek to

maximise hedging efficiency while staying within our risk

appetite, in order to limit volatility of revenues.

During the past couple of years, there have been a number of

events which have caused an increase in volatility, from the

Covid-19 pandemic, to the ‘meme stock’ short squeeze in

January 2021, to the conflict in Ukraine. These led to elevated

levels of account applications which put increased demand on

our systems and people.

In the wider financial markets, we are now seeing rising

interest rates and increasing levels of inflation. These will

provide trading opportunities, but may also impact levels of

disposable income for our clients.

What does it mean for IG?

Lower volatility could have a negative effect on revenue

growth, through lower active client numbers and lower activity

per client – both impacted by market conditions. We now

serve an active client base which is materially larger than

before the pandemic.

We have managed to sustain revenues despite less market

volatility in this financial year. Although we believe that we

willbe able to grow the business over time, a long period of

lower volatility may have a negative impact on our revenues.

Conversely, events which cause higher levels of volatility in the

markets are likely to be beneficial to our revenue.

Description

With the evolution of technology, and freely accessible online

educational content, the online trading industry has seen

ashift away from financial advisers and a move towards

self-directed trading. Individuals want more control over their

finances, and have the knowledge and confidence to be able

to do it.

This structural change has been playing out for some years,

but has recently been accelerated by the long period of high

volatility from the Covid-19 pandemic. The financial markets

have never been as interesting to trade, nor as accessible to

such a vast potential audience, accelerating this shift towards

individuals taking control of their own financial futures.

What does it mean for IG?

Our target market is ambitious, self-directed individuals.

Weserve hundreds of thousands of those individuals already,

and the size of the addressable market is growing. We have

astrong reputation as the market leader in OTC derivatives,

and are building out offerings in turbos, options and futures,

and other areas of the market.

We are able to rely on our cutting-edge technology, our

platform reliability, our expertise in risk management and our

strong financial foundations to continue to grow and improve

as a business, and to attract clients all over the world.

Our business is aimed at active traders, but with the range of

support features on our platform, as well as our educational

content and our increasing product offering, we are confident

that we will be able to attract clients from other platforms as

they look to upgrade, as well as those who are newer to

theindustry.

Structural shift to

self-directed trading

are many external factors which may impact our business,

wehave highlighted below the key trends we see, and their

potential impact.

Key Trends Likely to Affect Our Business

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 13

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Sector developments

Description

Across all of our products, we operate in a highly competitive

environment. Our competitor set has evolved considerably

over the past five years, with our traditional competitors being

challenged by new market entrants.

With heightened demand for investing and trading in recent

years, we have seen elevated marketing spend from

competitors, which has reduced our share of voice in certain

markets. However, this spend is primarily focused on the lower

value end of the retail trader market.

We remain a market leader in the breadth and depth of our

product offering, but as competitors add products we need

torespond to maintain this point of differentiation.

What does it mean for IG?

To date, elevated marketing spend from competitors

hasnotimpacted our ability to attract and onboard our

targetedhigh-value clients nor to retain our loyal and

activeexisting clients.

To respond to the threat of new entrants, we closely monitor

any changes in the competitive landscape through local

knowledge and market research. Our sophisticated Search

Engine Optimisation techniques ensure we are the first choice

for active traders. We put client needs at the heart of

everything we do in order to stay ahead.

Leveraged derivative products are not suitable for all

individuals. We have rigorous onboarding criteria to ensure

that only appropriate clients are able to access our products.

Our competitors’ actions, including new entrants to the

market, may affect the reputation of the industry as a whole.

Our purpose compels us to add new products in addition

toOTC derivatives for the wider needs of ambitious,

self-directed individuals.

We regularly monitor the financial results and actions of our

competitors at executive and Board level.

Description

We are a fintech business; technology is at the core of what

we do. Our technology is constantly evolving and improving,

and our success as a business is a testament to being able to

stay at the forefront of technological advances.

Predicting the future of technology is hard, but it is likely to

impact the way in which we do business, the way we interact

with clients, and the way clients trade and interact with their

finances.

Clients will continue to demand faster platforms, better

execution, more analysis, more tools and an improved

userexperience.

What does it mean for IG?

Companies that will succeed in the future are those that are

able to listen to, understand and respond to their clients and

their evolving needs, while remaining at the forefront of

technological advances.

We are well positioned to face this ongoing challenge. Almost

40% of our employees work in technology and we have a

history of innovation, having built web platforms, mobile apps,

risk management models, a pan-European exchange and

market makers. We also have a dedicated team tasked with

exploring technology future design to ensure what we build is

resilient, scalable and cutting-edge. We are confident in our

ability to continue to succeed in this area.

Technology

IG GROUP HOLDINGS PLC ANNUAL REPORT 202214

STRATEGIC REPORT

Business Model

Our resources

Technology

¼ Continued investment in product

development and resilience

¼ Award winning options platform

¼ Direct market access (DMA) platform

¼ Sophisticated web application

programming interface (API)

¼ Range of leading-edge tools and

charting to inform clients

Brand and reputation

¼ Global leader in online trading, trusted

partner for over 380,000 active clients

¼ FTSE 250 company with £3.1 billion

market cap as at 31 May 2022 and

along history of profitability and

financial strength

¼ Content with cutting-edge research

and actionable trading insights

¼ Client surveys show our reputation is

one of the top reasons they choose us

People and culture

¼ Culture expressed through values –

‘champion the client’, ‘learn fast

together’, and ‘raise the bar’

¼ Tradition of innovation throughout

thebusiness

¼ Experienced Executive team who

understand our clients

Financial capacity

¼ High level of cash generation

andliquidity

¼ Strong balance sheet with the financial

capacity to support business growth

Our products

Our resources and strengths as a business come

together to provide four products for our clients:

Market risk management

We look to support our clients at all stages of

theirjourney.

This starts with our onboarding process, continues

through to our educational offerings, client service

support and trade execution, which always benefits

the client.

This can also be seen in the risk management model

inour OTC business, which is a key differentiating

feature for us as a business.

OTC

¼ Contracts For

Difference (CFDs)

¼ OTC FX

¼ OTC options

ETD

¼ On-exchange

leveraged securities

(EU)

¼ Options and futures

(US)

Focused on the future,

positioned for success

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 15

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

We offset client exposures and hedge any residual

exposure in excess of pre-agreed risk limits in the

external market.

This is key to our business model. It also allows us to

manage our market risk while lowering our cost of

hedging, And by hedging residual exposure, means

that our interests are aligned with those of our clients.

Stock trading

¼ Share trading

¼ IG Smart Portfolios

(in association with

BlackRock)

¼ ISA and SIPPs (via

share trading)

Content and

education

¼ 10hrs daily live

programming

¼ News and original

content

¼ Webinars and

tutorials

Creating value for

ourstakeholders

Investors

Delivering attractive returns across an

increasingly diversified business from

astrong financial position.

Clients

Providing a quality global platform,

excellent client service and a range

ofdistinctive educational content

tosupport the trading of our

ambitiousclients.

Society

Playing our part to support our

communities, with a focus on financial

literacy and the environment.

Employees

Recruiting, retaining and engaging

ourpeople through an inclusive

environment that enables them to

develop as professionals with best-in-

class resources, training and support.

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

0.0 967.3

FY22

FY21

£967.3m

£845.5m

0 56

51.1%

56.0%

FY22

FY21

0 16

16%

FY22

FY21

0.0 437.3

£437.3m

£422.8m

FY22

FY21

STRATEGIC REPORT

Key Performance Indicators (KPIs)

We have maintained our six KPIs from last

yearas they continue to provide the most

comprehensive reflection of how the business

is managed.

This is split into four financial metrics and two

non-financial metrics

Financial KPIs

Adjusted total revenue

£967.3m

Adjusted profit before tax margin

51.1%

Adjusted net trading revenue from

non-OTC products

16%

Net own funds generated from

operations

£ 437.3m

Adjusted total revenue represents

revenue from products and services

andinterest on client money less cost of

hedging, excluding certain costs relating

to the tastytrade acquisition.

Our profitability measure indicates

theextent to which we’re able to

convert our revenue into profit by

well-controlled cost management,

as we work to maximise value for

investors while investing in appropriate

initiatives for growth and resilience.

OTC activity remains our primary source

of revenue, however as we continue to

diversify our revenue base, we expect

the proportion of revenue from non-

OTC products to increase.

Our balance sheet strength metric

measures the cash we generate. It

indicates our ability to keep meeting

ourfinancial obligations as they fall due,

including broker margin requirements

and dividend payments.

Our financial metrics cover four key

areas of our finances: revenue,

profitability, diversification and

cashflow.

Strong performance in all of these areas

is critical to the success of the business

in achieving our strategy.

We have updated our revenue KPI to

adjusted total revenue, which includes

interest on client money, reflecting

theincreasing importance of interest

asa component of our total income.

Accordingly we have also updated our

profitability KPI to be adjusted profit

before tax margin based on total

revenue. Both of these measures

areona continuing operations basis.

FIND OUT MORE ON

PG. 38

1 Definitions for the individual metrics can be found in

‘Group-wide KPI Definitions’ on page 196.

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

0 216000

200,000

216,000

FY22

FY21

0 100

99.9+%

100%

FY22

FY21

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

This is a measure of client trading

activity. We use OTC derivative clients

rather than total active clients, as these

represent the majority of our revenues

in FY22.

This measures the percentage of time

that our trading platforms were online

during the financial year.

Non-financial KPIs

Total number of active OTC derivative

clients

200,000

Platform uptime

99.9+%

Our non-financial KPIs focus on the

size of our core client base and our

platform reliability.

We work to retain and grow a high-

quality, loyal client base, and deliver

platform reliability to provide the best

experience for those clients. Please also

refer to the ESG KPIs on pages 26 and

33 for information on our progress in

our commitment to our stakeholders,

environment and community.

These client and ESG metrics help

to provide context for our broader

progress, beyond our financial KPIs.

IG GROUP HOLDINGS PLC ANNUAL REPORT 202218

STRATEGIC REPORT

Strategic Update

Shifting towards

greater opportunities

FIND OUT MORE AT

IGGROU P.COM

Our strategy is driven by our purpose.

Ourbusiness investment case provides a

clearpicture of how our strategy has been

successful in the past, and why we believe

itwillcontinue to be successful in the future.

Our business is in an exceptionally strong place

to be able to deliver our strategy and provide

value for all of our stakeholders. Over the

nextfew pages we will look at some of our

businesses within the Core Markets+ and

HighPotential Markets portfolios.

Growth levers

¼ Multiple growth

levers across the

business

¼ Market share in

some of the world’s

largest markets

¼ Perfectly

positioned to

benefit from the

shift towards

self-directed

trading

Quality clients

¼ Significant amount

of revenue

generated from

long-term clients

¼ Consistent

onboarding criteria

has ensured the

quality of clients

has remained high

¼ Retention curves

have remained

consistent

throughout the

pandemic

Market-leading

technology and

platforms

¼ Leading-edge

research and

actionable trading

insights

¼ On-going

investment in

resilience, capacity

and platform tools

¼ Sophisticated

market risk

management

technology

Diversification

¼ Increasingly

diversified business

through organic

and inorganic

growth

¼ Footprint which

continues to

expand

geographically

¼ Meaningful steps

taken towards

product

diversification

Balance sheet

strength

¼ Strong and

consistent cash

flow generation

due to our business

model

¼ Prudent headroom

over capital

requirements

¼ Strong liquidity

position

¼ Clear Capital

Allocation

Framework

Investment case

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

£0m

£5m

£10m

£15m

£20m

£25m

£30m

£35m

10k

15k

20k

25k

30k

Revenue Active clients

Q1 Q2 Q3

FY20FY19 FY22FY21

FY20

£46.6m

414% growth FY19–FY22

FY19

£19.2m

FY22

£98.5m

FY21

£68.7m

Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Core Markets+

Our Core Markets+ portfolio includes

our most established businesses, which

have been around for a number of years,

and have an existing market share.

Thisincludes all of our OTC businesses

outside of the US, as well as our stock

trading businesses.

We anticipate portfolio growth to be

slightly above market growth, as we

continue to win market share across our

locations, including some of our

faster-growing, newer businesses

such as Japan.

Our focus in this portfolio is on

continuing to service our high-value

client base, ensuring reliable access

toour platforms, customer support,

onlinecontent and a wide range of

markets to trade.

Core Markets+ revenue

£828.7m

(2021: £825.2m)

Number of stock trading clients

93,200

(2021: 89,500)

Japan revenue

+43%

(FY22: £98.5m, FY21: £68.7m)

Medium-term growth forecast

5-7%

FIND OUT MORE AT

IGGROU P.COM

Spotlight on Japan

Driven by:

Localised platform – following thorough

marketing research and a partnership

with a Japanese design agency, we

tailored the front-end of our application

to appeal to the Japanese market, rather

than using the same front-end used

elsewhere. This is evidence of our ‘local

approach’ in international markets.

Tailored marketing – we combined our

central marketing expertise with our

local marketing experts to explore

andtarget the appropriate marketing

channels in Japan, including using a

well-known Japanese actor to be the

face of our marketing campaign – a

move which proved very successful

inbuilding the brand and attracting

newclients.

Net trading revenue and active client growth

Future opportunities:

We have seen very strong growth in

firsttrades – up 53% – in FY22, giving

confidence in the continued growth in

the client base and overall business as

we continue to gain market share. This

will be supplemented by new product

launches and further platform

improvements.

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

£0m

£0.5m

£1.0m

£1.5m

£2.0m

£2.5m

£3.0m

£3.5m

50m

100m

150m

200m

250m

400m

350m

300m

Revenue Number of Turbos/Units

Q1 Q2 Q3

FY20 FY22FY21

FY20

£0.7m

FY22

£9.3m

FY21

£4.9m

Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

STRATEGIC REPORT

Strategic Update continued

High Potential Markets

Our High Potential Markets portfolio

includes our newer businesses which

have significant addressable markets.

This includes all of our ETD businesses,

as well as our Retail Foreign Exchange

Dealer (RFED) in the US.

We anticipate growth of around 25-30%

over the medium term in this portfolio as

we believe that these businesses will be

able to grow market share quickly,

asthey expand into the large

addressable markets.

The businesses within this portfolio

require additional attention from our

management team to ensure the

correct strategic decisions are made

during their early growth stages.

tastyworks growth

+16%

MTF growth

+90%

High Potential Markets clients

116,000

Medium-term growth forecast

25-30%

FIND OUT MORE AT

IGGROU P.COM

Spotlight on Spectrum

¼ Spectrum provides pan-European

market infrastructure for product

issuers and market makers to

distribute their products across an

increasing distribution network

¼ All components of the multi-lateral

trading facility (MTF) have been

internal to date: we are the exchange,

the product issuer and the broker

Net trading revenue and turbos traded

¼ The Spectrum business model

isdriven by creating flow across

theexchange. This growth will

besupported by introducing

third-party brokers and issuers

ontothe exchange

¼ Two Italian brokers, Intermonte and

Equita, joined Spectrum in Q4 FY22

¼ We have a pipeline of brokers

expected to join in FY23, able to

tradeBrightpool and third-party

issued products

¼ We are anticipating two Tier 1 global

institutions to commence issuing

products on Spectrum in H1 FY23

Pricing

Retail

orders

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Commissions 54%

PFOF

42%

Interest 4%

Other 80%

TSLA 7%

AAPL 4%

AMZN 3%

NVDA 3%

AMD 3%

Equity Options 85%

Index Options 10%

Future Options 5%

Commissions 54%

PFOF

42%

Interest 4%

Equity Options 85%

Index Options 10%

Future Options 5%

Other 80%

TSLA 7%

AAPL 4%

AMZN 3%

NVDA 3%

AMD 3%

Other 80%

TSLA 7%

AAPL 4%

AMZN 3%

NVDA 3%

AMD 3%

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Insights into tastytrade At a glance

1 Payment For Order Flow.

tastyworks FY22 revenue

Equity revenue by

underlying asset

FY22 products by contract

Q&A with

the CEOs

Previously:

¼ Co-founder, thinkorswim

¼ Co-founder, Sosnoff Sheridan

Corporation

¼ CBOE Floor Trader

Previously:

¼ Co-founder, thinkorswim

¼ Co-founder, Sosnoff Sheridan

Corporation

¼ CBOE Floor Trader

Tom Sosnoff

Executive Vice Chair

Tastytrade Global;

CEO, tastytrade

Scott Sheridan

CEO, tastyworks

Q: What inspired you to

set up tastytrade?

As traders ourselves, we wanted to

create a financial network which

brought traders together, providing a

place for them to educate themselves

about trading and take control of their

financial decisions. That’s why we say

tastyworks is a platform built by traders,

for traders.

Q: Why is quantitative

content such an important

part of your business?

Our content is such a key part of the

business, and it was how the whole

business started. We deliver cutting-

edge research and actionable trading

strategies, making the complex world of

options simple to understand for our

customers. It’s also a great way to build

awareness and a steady pipeline of

potential new customers who already

know and trust us.

Q: How is the integration

with IG going?

Becoming part of IG Group is really

exciting for us. Integration has gone very

well and the collaboration between all of

our teams from technology to marketing

has been exceptional, and will continue

to drive us from strength to strength.

With integration now materially

complete, our co-founder Kristi Ross

has decided to move to a strategic

advisory role and step back from

day-to-day responsibilities at tastytrade

and IG, from 1 July 2022. We’re really

pleased that Kristi is staying on as a

strategic adviser and look forward to

continuing to work with her.

At the same time, it’s great to see

ourVice President and Chief Market

Strategist, JJ Kinahan, take on an

expanded leadership role as Regional

CEO for IG, North America.

Q: What makes you confident

of future growth?

There are so many things which I could

mention here, from embedding a more

sophisticated marketing function, the

potential for international expansion,

future product launches in the digital

asset space, platform improvements to

improve our client journey, and in the

short term, interest rates will benefit

us too.

Hopefully that gives you a flavour of why

we are so excited about the future.

IG GROUP HOLDINGS PLC ANNUAL REPORT 202222

STRATEGIC REPORT

Ongoing engagement with our stakeholders

helps to foster trust, transparency and collaboration.

Through ongoing dialogue, we can work together

toevolve our organisation to meet the needs of

stakeholders and ensure our long-term sustainability.

Below, we identify our key stakeholders, how we

engage with each of them, and why it matters.

Our clients Our people Our investors

Why we engage

We aim to provide a holistic experience

combining high-quality products, robust

customer service and dynamic content with

a client-centric approach.

Our customer loyalty exceeds many others’

– but we don’t take this for granted. We

work to offer our clients an exceptional

experience every day.

How we engage

Our multilingual, highly trained customer

support teams are available 6.5 days a

week, 363 days a year (with closures on

Christmas day and New Year’s Day).

Ongoing investment in communications

and customer relationship management

help nurture client engagement and loyalty.

Our platform offers a range of tools

andfeatures to help clients, including

educational resources, breaking financial

news and live analysis of the markets.

Our clients use our trading platforms on a

daily basis, making them our most valuable

source of feedback. We use their feedback

to help us continually improve our service.

What matters most

Products: We are a market leader in the

breadth and depth of our product offering,

diversifying in response to clients’ needs.

Knowledge: We create content and

marketanalysis to give our clients the

confidence to understand and use our

products to meet their financial goals.

Wealso offer demo accounts, where

clientscan experience our products in

alow-risk environment.

Technology reliability: We strive to provide

astable, secure, reliable platform, so that

trade execution is seamless.

Support: 24-hour trading coverage enables

our clients to trade ‘around the clock’.

Clients can rely on us whenever they

needassistance.

Why we engage

Our people are at the centre of all we do.

We focus on cultivating talented and

dedicated individuals for our growing,

global team, so we can continue to

deliver high-quality, innovative products,

robust customer service support, and

informative content that differentiate us

from competitors.

How we engage

Employee engagement takes many forms

at IG, including surveys, internal social

channels, townhalls, smaller group

meetings and through feedback obtained

via our employee communication portal.

We have also developed employee

network groups as a crucial channel

to better understand the experience

of our employees who are currently

underrepresented.

Our People Forum, a body that acts

as a conduit for more formal feedback

and interactions with the Board, brings

employee voices into Board decision

making. The People Forum is chaired by

our Chief People Officer and attended by

Non-Executive Director Sally-Ann Hibberd.

Employee representatives are

democratically elected by our people

and serve two-year terms.

What matters most

Employee engagement is vital in two main

ways: 1) how we share information about

our business strategy and industry updates,

and 2) how we gather feedback from our

employees to continually enhance our

employee experience, which we believe will

also strengthen the quality of service to

ourclients and the communities in which

we operate.

This two-way dialogue enables us to get the

best from our talented, experienced people

and helps us achieve our ambition to be a

top workplace and employer.

Why we engage

Creating value for our investors is critical.

Staying informed of their views gives us

insight into their priorities when assessing

us as an organisation. By delivering for both

our shareholders and bondholders, we help

to ensure that our business continues to be

successful in the long term.

How we engage

Throughout this financial year we have

adopted a hybrid model, hosting in-person

investor meetings as well as continuing

virtual meetings where appropriate.

This flexible approach allows us to

build relationships with our investors,

while providing greater flexibility to

accommodate health restrictions as

well as time or location constraints.

We have maintained open dialogue with our

shareholders and bondholders through a

variety of channels including one-to-one

and group meetings, results webcasts and

roadshows, conferences, and via questions

submitted by investors on an ad hoc basis.

Investor feedback, along with details of

major movements in our investor base, is

reported to and discussed by the Board

regularly and incorporated into the

decision-making process.

What matters most

Key to our engagement with investors is

that management and our Investor

Relations team are accessible, open and

well-informed about the business. This

allows for high-quality discussions, which

provide investors with the information they

need to make informed decisions.

Investor discussions cover a wide range of

topics, including financial performance,

strategy, capital allocation, client

characteristics, cost control, regulation and

competitive position. The receptiveness of

management and the Board to the views of

investors is integral to the development of

investor trust.

Stakeholder Engagement

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 23

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Our regulatorsOur communities Our suppliers

Why we engage

Regulations influence how we are able to

operate in the marketplace. We recognise

how vital it is to maintain constructive,

ongoing dialogue with regulators to

ensure they understand our products and

our business model, so we can continue to

be active in countries we currently serve

and keep growing into new markets.

Engaging with local regulators helps foster

our relationships with them and gives

us a better view of upcoming regulatory

changes, which in turn informs how we can

best respond to those changes to meet the

needs of our key stakeholders.

How we engage

Constructive dialogue and transparency are

at the foundation of our relationships with

regulators, helping to demonstrate that our

actions and business model are consistent

with regulatory expectations. Working with

regulators takes shape in several ways,

ranging from proactive engagement on

new business proposals to assisting with

their regulatory requests and investigations.

What matters most

Regulators aim to safeguard individuals’

best interests and ensure that all clients are

treated fairly. They also focus on protecting

the integrity of financial markets, as well

ascapital and liquidity issues. We work to

respect and follow both the letter and spirit

of the regulations set out by local regulators

to demonstrate that we share their vision.

Why we engage

Our long-term success relies on an

unwavering commitment to sustainability

and social responsibility. This commitment

is a driving force for our business purpose,

our ESG strategy, our corporate social

responsibility programmes and our culture.

How we engage

Our Brighter Future framework shapes how

we reach our ESG goals, centring around

four main pillars: Products, People,

Partnerships and Best Practice. At the heart

of this strategy is our Brighter Future Fund,

which was established in 2020 with an

initial £5 million commitment. Through the

Brighter Future Fund, we build partnerships

with local, national and global charities,

with the aim to have a positive impact on

the communities in which we operate. We

make substantial cash donations to these

partners and offer employee time through

corporate volunteering. These activities are

managed by our dedicated ESG team and

our Executive Committee and are overseen

by our ESG Board Committee.

In December 2021, we pledged the

equivalent of 1% of the prior financial year’s

post-tax profits to charitable causes each

year from 2022 to 2025, subject to Board

approval. These contributions aim to tackle

educational inequality and to create

long-term, sustainable societal impact.

What matters most

We aim to provide sustained and long-term

support to the communities in which we

operate. This support takes many forms –

through ongoing dialogue, sustained

contributions and through meaningful

employee engagement.

As part of our considerations, we also

focuson the environment, and address

thisthrough partnerships and charitable

programmes among other initiatives.

See page 26 for more details.

Why we engage

Suppliers are crucial to the quality of

service we provide to our clients, and as

such, we aim to develop mutually beneficial

and lasting relationships with our vendors.

We recognise the importance our supply

chain plays in delivering our ESG strategy

and expect our suppliers to embody our

commitments to responsible business,

education and the communities in which

weoperate.

How we engage

We understand the importance of selecting

partners with effective controls and

high-quality standards as we look for

longer-term relationships. As a result,

wehave implemented a robust diligence

process to screen our suppliers to ensure

that together we continue to meet the high

quality of service our clients expect.

Frequent dialogue with our suppliers is

acore way that we ensure that all parties

are getting the desired value from our

relationship. Generally, our engagement

ranges from informal conversations for

exchanging information and discussing

priorities to more formal interactions.

What matters most

Long-term partnerships: our suppliers

value clarity on our expectations of the

relationship and the services they provide,

along with timely and reliable payment.

Oursuppliers also appreciate fair, open and

honest two-way communication and value

the feedback we can give them.

IG GROUP HOLDINGS PLC ANNUAL REPORT 202224

STRATEGIC REPORT

Section 172(1) Statement

We are committed to upholding the very

highest standards of conduct and all

decisions we make are for the long-term

success of the business. We believe that

our business will continue to grow and

prosper if we understand and respect

the views and needs of our stakeholders.

Under Section 172 (s172) of the

Companies Act 2006 (CA2006),

theDirectors must act in a way that

theyconsider, in good faith, would be

most likely to promote the success

ofthe Company for the benefit of its

members as a whole. In doing this, the

Directors must have regard to, among

other factors:

¼ The likely consequences of any

decision in the long term

¼ The interests of the Company’s

employees

¼ The need to foster our business

relationships with suppliers,

customers and others

¼ The impact of our operations on the

community and the environment

¼ The desirability of the Company

maintaining a reputation for high

standards of business conduct

¼ The need to act fairly between

shareholders of the Company

Our key stakeholders

We have identified certain key

stakeholders who are essential to the

success of our business. Details of these

stakeholders and why and how we

engage with them can be found on

pages 22-23.

The Board has direct engagement with

our employees and shareholders and is

kept fully informed of material issues of

all stakeholders by the Executive team

and external advisers.

Long-term decision making

Our strategy is to sustainably generate

and preserve value for stakeholders and

wider society over the long term by

facilitating a wider range of trading and

investment opportunities for ambitious

people around the world. This long-term

view drives the annual review of strategy

undertaken by the Board and the setting

of objectives for employees. Our

risk-management procedures identify

the potential consequences of decisions

being made in the short, medium and

long term so that appropriate levels of

identification, mitigation, reduction,

management or elimination of risk can

be considered and taken in the best

interests of the Group and stakeholders.

Methods used by the Board to fulfil

s172duties

The Board sets the purpose, values and

strategy, and carefully ensures that it is

aligned appropriately with stakeholder

interests, while also taking our culture

into consideration.

Consideration of key stakeholders is an

integral part of all decision making by

the Board and every paper presented to

the Board clearly sets out the impact on

any stakeholders for whom it is relevant.

This analysis assists the Directors in

performing their duties under s172,

andfurther, the Board receives external

challenge and assurance on this,

together with reports from brokers

andadvisers.

Directors receive specific training

including tailored induction processes

for new Directors together with an

ongoing programme of training on

strategic, legal and regulatory

developments relevant to the Group’s

activities. This enables the Directors to

comply with their legal duties under

s172 of the CA2006.

Principal Board decisions taken during

the year

Stakeholder engagement allows us to

understand the impact of decisions on

key stakeholders and the wider market

implications of these decisions. By

listening to our stakeholders, we are

able to identify emerging risks and

trends, which can then be factored into

strategy discussions.

We give three examples of how the

Directors have considered the matters

set out in s172 of the CA2006, when

discharging their duties, and how this

has affected certain principal decisions

taken by them. We define ‘principal

decisions’ as those that are material to

the Group and are significant to any one

or more of our key stakeholder groups.

In making the following decisions, the

Board considered the outcome for our

stakeholders based on engagement

with them, as well as the need to

maintain a reputation for high standards

of business conduct and the need to act

fairly between our shareholders.

Principal decision 1:

Comprehensive debt

refinancing programme

Background

Following the acquisition of tastytrade,

the Board approved the issuance of £300

million of senior unsecured loan notes,

the proceeds of which were used to

repay the Group’s £250 million bank debt,

comprising a £150 million three-year term

loan facility and a £100 million existing

term loan, both of which were due to

mature in June 2023. In addition, the

Board agreed the renegotiation of our

revolving credit facility (RCF), increasing

the size to £300 million with an initial

maturity of three years.

Board considerations

The Board considered and approved

the establishment of a Euro

Medium Term Note Programme

(EMTNProgramme). The establishment

of theEMTN Programme included

the publication ofthe associated

Prospectus on 29 October 2021.

The Directors considered that the

EMTN Programme would bring

numerous benefits, including:

¼ An enhanced opportunity to time the

market, reducing the transaction

time from 10-12 weeks to two weeks

¼ Flexibility in the types of notes that

could be issued

¼ Cost effectiveness, as issuing notes

from an EMTN Programme was

significantly cheaper when compared

to a standalone issuance

¼ The ability to make the most of

private placement opportunities

Following the establishment of the

EMTN Programme, the Board approved

the issuance of £300 million senior

unsecured notes, using the majority of

the proceeds to repay its existing debt

facilities. The Board also approved a new

RCF facility which:

¼ Provides significant levels

of liquidity to support our

strategic-growth ambitions

¼ Lengthens the maturity of

the debt facilities, enhancing

ourfinancial flexibility

¼ Provides material headroom within

our total facilities

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 25

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Stakeholder impact and

considerations

Clients

By providing ready, flexible and better-

timed access to capital and liquidity,

wewould be better placed to support

our clients’ demands and expectations.

Shareholders

The Board considered the impact of

thenew debt structure for shareholders

and agreed that the EMTN Programme

and new debt facility represented

anappropriate long-term strategic

opportunity which would create value,

promoting the success of the Group in

the long term including for shareholders

as a whole.

Regulators

The Board considered the positive

impact of the EMTN Programme from

aregulatory perspective. Specifically,

the enhancement of our ability to raise

capital and to access liquidity on short

notice (and therefore more effectively

mitigate the risk of capital and liquidity

shortages) were considered to be

aspects of the proposal that would be

viewed favourably by our regulators, in

light of the positive impact on our ability

to serve our clients.

Commitment to the business plan and

long-term success

The Board fully considered the benefits of

implementing the EMTN Programme and

agreed that the proposal provided an

opportunity for us to move at pace

towards realising our strategic vision, and

enabled us to operate under a more

efficient and flexible debt structure

aligned to our growth opportunities.

Principal decision 2: Pledging 1%

of post-tax profits to charitable

causes

Background

In 2020 we established our Brighter

Future Fund with a Board-approved

payment of £5 million. This year, as a sign

of our commitment to responsible

business, the Board approved a pledge of

the equivalent of 1% of the prior financial

year’s post-tax profits towards charitable

causes each year from 2022 to 2025,

subject to ongoing Board approval. The

majority of this will be paid into the

Brighter Future Fund and used to make

strategic donations aligned with the

themes of empowerment through

education and the environment.

The 1% will also be used to meet

our employee matched fundraising

promise and will include employee time

spent volunteering.

Board considerations

The Board considered the fact that as

our businesses grow, so too does our

impact on our communities and on the

environment. It is increasingly important

that we manage this impact in a

responsible and sustainable manner.

Tothis end, the 1% pledge represents

asignificant step towards sharing our

successes with the communities in

which we operate.

As stated in our purpose, we exist for

every ambitious person, regardless of

their background. The primary goal for

the Brighter Future Fund is to improve

educational opportunities for the least

privileged in our global communities. The

Board considered that the 1% pledge was

therefore in line with our purpose-led

direction and in the best interests of

ourstakeholders.

Stakeholder impact and

considerations

Communities

The Board recognised the significant

positive impact this pledge could

haveon the communities in which

weoperate.

Employees

The Board considered how employees

would be invited to participate in

community outreach activities via the

Brighter Future Fund, with a particular

focus on how employees could donate

their time by using volunteering days

and directing money from the Fund by

accessing the matched-giving promise.

The Board also considered how

community outreach commitments

were becoming increasingly important

to prospective employees.

Commitment to the business plan and

long-term success

The Board considered that the 1%

pledge would be in line with our

purpose and values, each of which had

been carefully articulated to ensure

long-term success.

Principal decision 3: Sale of Nadex

and Small Exchange

Background

Following receipt of a non-binding offer

from crypto.com, theBoard approved

the sale of the entire issued share

capitalof Nadex by IGNA, and sale of the

issued share capital of Small Exchange

held by tastytrade for $216 million.

Board considerations

The transaction represented a

significant return on the investments

made, creating the potential for

additional investment across the

business. Completion of the sale was

announced on 2 March 2022.

The Board focused in particular on the

potential anti-money laundering risk,

political risks and regulatory risks,

andthe retention of key people.

The Board considered this sale in line

with our strategic direction and in the

best interests of our stakeholders.

Stakeholder impact and

considerations

Employees

The Directors considered the impact

ofthe proposed sale on employees.

Inparticular, the Board considered key

person risk and the views of impacted

staff members, with a focus on the views

and interests of employees who would

be transferred to crypto.com as a result.

Shareholders

The Board was kept apprised of each

key stage of the transaction and any

significant developments were reported

to the Board, including in relation to

dealstructure and key terms of the

transaction documents. The Board

considered the returns acceptable from

a shareholder perspective and agreed

that the sale represented good value.

Commitment to the business plan

andlong-term success

The Board considered that the sale

would be in line with ourstrategic

priorities as it would allow resources

tobe redeployed into key strategic

opportunities and markets identified

aspart of our strategy.

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Our tools give

people access to the

financial markets and, to

suppot that, we produce

a huge range of excellent

financial education

materials. We onboard

our clients responsibly

and are vigilant for

client vulnerability.

We want to raise

the bar for business.

This means we are

governed by accountable

leadership, uphold

exemplary ethics, and

are transparent in our

communications.

By proudly developing a diverse

and inclusive team of talented

people, where wellbeing comes

first and ambition is nutured,

we improve our employees’ lives.

We amplify our impact through

meaningful collaboration with

like-minded patners to champion

responsible business, education

and the environment throughout

our supply chain.

Empowering our stakeholders to unlock a Brighter Future



STRATEGIC REPORT

ESG at a Glance

Powering the pursuit of financial freedom for

the ambitious is about making a positive and

inclusive contribution to society. FY22 has been

a successful year for our ESG ambition. From

starting a review of the ESG impacts of our

products to committing to the Science Based

Targets initiative, we’ve taken huge steps to

embed our Brighter Future framework across

our business. The following section showcases

some highlights and signposts where you can

find out more.

The Brighter Future framework is at the

core of our ESG strategy. Launched in

FY21, it identifies the potential key risks

posed by our business, and the key

benefits that we offer to our clients and

communities, and commits to managing

these in a responsible and sustainable

manner. Twelve priority areas were

identified, split across four pillars:

Products, People, Partnerships and Best

Practice. We’ve made great progress in

each of these areas, and in doing so

have made some really meaningful

contributions towards the aims of the

UN Sustainable Development Goals.

We are proud to have our progress

recognised with a number of ESG

awards and ratings, and to be active

members of several important

communities. We are particularly

pleased to have become a constituent

of the FTSE4Good Index.

Young people benefiting from our

Brighter Future initiatives globally

94,751

Scope 1-3 greenhouse gas emissions

per employee (TCO

10.56

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 27

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

ESG Report

We want to make it easy for stakeholders

tounderstand how we demonstrate our

commitment to responsible and sustainable

business, and to see how these activities

interact with and complement activities

pursued by wider society. This is why we have

aligned our ESG strategy with the following

seven UN Sustainable Development Goals:

UN SDG Key achievements in FY22 References

Ensure inclusive and equitable

quality education and promote

lifelong learning opportunities

for all

¼ Removed barriers to accessing IG Academy, with this financial content now being

available to all

¼ Created an internal ‘Learning Hub’ to help employees curate learning journeys tailored to

their needs

¼ Money and time donated to charities promoting equal access to quality education, such

as Teach the Nation in South Africa, Teach for America and Teach for Australia

¼ Pages 29, 30 and

32 of the Annual

Report

Achieve gender equality and

empower all women and girls

¼ Made key changes to our recruitment processes to make them more inclusive

¼ Launched the DailyFX Women in Finance Hub, offering content designed to help women

become more informed, engaged and educated traders

¼ Facilitated community outreach events focused on supporting and inspiring young

women in collaboration with UK strategic charity partner Teach First

¼ Improved confidence and leadership skills of young women and girls through our Chance

to Shine Partnership

¼ Pages 24 and 30 of

the Annual Report

Promote sustained, inclusive

and sustainable economic

growth, full and productive

employment and decent

work for all

¼ Employed 2,507 people globally (as at 31 May 2022)

¼ London Living Wage employer in the UK, and looking to ensure this is replicated for all

employees across the globe, using appropriate local benchmarks

¼ Participated in community outreach events focused on improving employability

prospects of young people from underrepresented communities. For example, in

Chicago we hosted an intern through the Greenwood Project and we collaborated with

partner Teach For Poland to help Ukrainian refugees with teaching qualifications to

receive training and find employment

¼ Page 33 of the

Annual Report

Reduce inequality within

and among countries

¼ Pledged 1% of prior financial year’s post-tax profits to charitable causes each year from

2022 to 2025, subject to board approval, and a significant portion of this will focus on the

theme of empowerment through education, including projects in developing nations

such as India and South Africa

¼ This year we paid £131.3 million (2021: £119.0 million) to tax authorities globally and

£97.4million in corporate income taxes (2021: £83.0 million)

¼ Gifted a total of 67 laptops to refugees and partner schools from the Teach For All network

¼ Financial

Statements for

FY22

Ensure sustainable

consumption and

production patterns

¼ Maintained a C grade with the Carbon Disclosure Project

¼ Taken steps to further embed environmental considerations in our procurement

activities, engaging an environmental consultant to help us develop a suite of new

procurement standards

¼ Pages 32 and 33 of

the Annual Report

Take urgent action to combat

climate change and its impacts

¼ Formally began our journey with the Science Based Targets initiative, with a commitment

to producing a pathway to net zero by the end of summer 2024

¼ Offset our scope 1, 2 and upstream scope 3 carbon emissions for the third year running

and maintained lifetime carbon neutral status

¼ Further embedded climate-related risks and opportunities into our Risk Management

Framework, in line with the recommendations of the Taskforce on Climate-related

Financial Disclosures (TCFD)

¼ Pages 32, 33 and

34 of the Annual

Report

Strengthen the means of

implementation and revitalise

the global partnership for

sustainable development

¼ Became a member of the Business For Societal Impact

network to collaborate with

peers and to benchmark our community outreach activities

¼ Made donations to 45 different charities spread across 14 different countries

¼ In the UK, we participated in a cross-sector collaboration looking at improving female

representation in the STEM

subjects. Co-collaborators included the UK Shadow Minister

for Digital Science and Technology, the Institute of Physics, the Royal Society of Chemists

and the Education Policy Institute

¼ Page 32 of the

Annual Report

1 The Sustainable Development Goals are a collection of 17 interlinked global goals designed to ensure a more sustainable and just future. They were

created in 2015 by the United Nations General Assembly and are intended to be achieved by 2030.

2 Business For Societal Impact (B4SI) is a global standard for measuring and managing a company’s investment for social impact.

3 Science, Technology, Engineering and Maths.

UN Sustainable Development Goals

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COMMITMENTSUSTAINABILITY

IG GROUP HOLDINGS PLC ANNUAL REPORT 202228

STRATEGIC REPORT

ESG Report continued

Non-financial information statement

Section 414CA of the CA2006 requires the Company to include within its Strategic Report a non-financial information

statement setting out such information as is required by Section 414CB of the CA2006. The table below and the information

itrefers to are intended to help stakeholders understand IG’s position on key non-financial matters.

Reporting requirement Policies governing our approach Find out more

Environmental

matters

ESG Policy ESG Report, pages 32 to 35

Employees Equality, Diversity and Inclusion Policy (includes Anti-Discrimination

and Harassment Policy)

Recruitment Policy

Absence Management Policy

Annual Leave Policy

Parental Leave Policy

Group Whistleblowing Policy

Transitioning at Work Policy

IG Health and Safety Policy

ESG Report, pages 30 to 31

Social, community

matters

Equality, Diversity and Inclusion Policy

ESG Policy/Approach Document

ESG Report, page 30

Human rights issues Statement on Slavery and Human Trafficking (Modern Slavery)

Vendor Management Policy

ESG Report, pages 33 and 35

Anti-bribery and

corruption

IG Group Anti-Bribery Policy

IG Group Gifts and Hospitality Policy

IG Share Dealing Code

IG Personal Account Dealing Policy

Group Market Abuse Policy

Group Conflicts of Interest Policy

PEPs and Sanctions Policy

Client Risk Categorisation Policy

Group Whistleblowing Policy

Group Global Anti-Money Laundering (AML) (including Counter

Terrorist Financing)

ESG Report, page 35

Description of principal risks and impact on business activity Key Trends Likely to Affect Our

Business, pages 12-13, Risk

Management, pages 46-53

Description of business model Business Model, pages 14-15

Non-financial key performance indicators KPIs, page 16

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 29

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Products

This year we began a project

to apply an ESG lens to

theproducts we offer,

toassess their societal and

environmental impacts on

different stakeholder groups.

This is being carried out by our

internal analysts, and we are

using ESG rating data where

available and applicable.

This project will continue over

the course of next year.

Financial education

We are proud to provide excellent

educational content. This is intrinsic to

our purpose and an expression of our

values to champion the client, learn fast

together and raise the bar.

We exist for every ambitious person.

This means we are focused on inclusivity

– both in terms of the accessibility of

our content and the suitability of our

content to different audiences. As an

example of accessibility, anyone can

now reach the resources on IG Academy

without the need for an IG demo

account. As an example of suitability,

in October 2021 we launched the

DailyFX Women In Finance Hub. Women

represent nearly 30% of DailyFX’s

audience and the hub offers them ways

to build and refine their skills through

inspiring video stories, interviews with

market movers and shakers, Q&As with

female clients, and how-to content to

help women become more informed,

engaged and educated traders.

Onboarding and safeguards

Our products give our clients access

to opportunities in financial markets.

However, we are conscious of the

impact that unaffordable losses can

have and we have identified this as one

of the most material of our ESG risks. We

take a number of measures to make sure

our products are appropriate for those

using them. These steps range from

responsible marketing and onboarding,

through to monitoring for behaviour

that could be indicative of vulnerability.

We set ourselves very high standards in

this area. Not only do all of our systems

meet the requirements set by the

Financial Conduct Authority (FCA) and

other international regulators, but we

think beyond these obligations and

ensure that we exemplify all three of

ourvalues.

Data security

Our clients trust us with data and, in

some cases, with their funds. We take

this responsibility seriously and have

state-of-the-art systems in place to

ensure that these are protected. We

continue to manage and maintain an

Information Security Strategy and

supporting framework with a focus

onkeeping our client data and funds

secure, as well as the services we

provide to our clients. As we operate

within various global geographical

jurisdictions, we also seek to maintain

the highest levels of information security

compliance with applicable regulations.

Pillar 1

We offer a wide range of

products. The first pillar of our

Brighter Future framework is

about how we manage the

impact that these products

can have on our clients

andcommunities.

Stakeholders

¼ Our clients

¼ Our communities

1,063,480

total number of IG Academy users

inFY22

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COMMITMENTSUSTAINABILITY

IG GROUP HOLDINGS PLC ANNUAL REPORT 202230

STRATEGIC REPORT

People

Equality, diversity and inclusion

Our aim is to ensure that our Company

isa safe, welcoming environment where

everyone can be themselves and grow

to their full potential. This year we have

maintained our focus on gender

diversity and have increased the

percentage of female employees by

1%;from 33% to 34%. This represents

progress towards our target of 35%

butclearly there is still more to be done.

A key focus for this year’s diversity

agenda was inclusive recruitment,

following our analysis of

underrepresentation and how it may

arise. Our technology department

hasbeen piloting initiatives to reduce

potential bias in our recruitment

processes, such as setting a target

forall roles to have a minimum of 25%

female representation on the shortlist

based on merit, and that all interview

panels are gender-balanced where

possible. These changes contributed

toimprovement in the diversity of the

talent pipeline across all grades, as well

as an improved ratio between female

leavers and joiners. These pilot initiatives

have been supplemented by our

engagement in specialist recruitment

events, such as the Women of the

Silicon Roundabout, and we have

partnered with specialised recruitment

agencies such as TargetJobs to reach

the widest talent pool available. We have

a goal of a 50/50 gender-balanced

graduate cohort in FY23.

This year we have also taken significant

steps to raise awareness of Equality,

Diversity and Inclusion (EDI) issues

among our employees. For example, our

technology department invited external

speakers to a series of monthly talks

aspart of a ‘Belonging’ series. Also,

coinciding with International Women’s

Day, our global women’s employee

network, Inspire, organised a full week

of educational panel sessions and

networking events.

In addition to progressing our gender

diversity agenda and raising awareness

among our employees, we continue to

consider other elements of EDI, such as

ethnic diversity and disabilities. A good

example of this is that we have been

undertaking a review of our trading

products to identify potential barriers

toaccess that we’d not previously

considered. This project was undertaken

in collaboration with accessibility

experts Nomensa and produced a

number of recommendations that

wewill look to implement over the next

12 months.

Talent development

We strive to attract people with the right

skills, experience and behaviours, and

toretain these people and help them

continue their journey of development.

In FY22 we improved our Employee

Value Proposition to ensure it better

reflects our warm, vibrant and dynamic

culture, and supports our purpose and

values. The new design, narrative and

tone of voice was then used to reshape

our recruitment materials and used in

external campaigns targeting our key

talent groups.

In relation to retention, we have made a

number of significant improvements to

our employee learning and development

offering. This has centred around

thelaunch of a new Learning and

Development (L&D) Hub, bringing all

learning resources into one place. We

have also created a Skills Share forum

where employees deliver talks about

their area of expertise. These talks

regularly attract over 400 employees

and exemplify our value to learn

fasttogether.

We continue to curate a range of

learning resources and give access to

learning platforms and courses such as

LinkedIn Learning, Coursera, O’Reilly

and Gartner. We also completed an

exciting pilot programme for new

managers, and will be rolling this out

globally in FY23.

Wellbeing

This year has been another challenging

year from a wellbeing perspective. Our

employees have continued to navigate

the challenges posed by the Covid-19

pandemic, the emerging cost of living

crisis and, for many colleagues in our

Krakow office, impacts of the conflict

in Ukraine.

Listening to our people is paramount

toa successful wellbeing strategy.

Inrecognition of the increases to

livingcosts and after the issue being

discussed at our global People Forum,

we brought forward our annual

inflationary-linked pay review. 50.4% of

our staff received immediate pay rises,

four months ahead of the scheduled

Pillar 2

Nurturing talented, dedicated

people enables us to deliver

the products and services that

keep us at the forefront of our

industry. The second pillar of

our Brighter Future framework

focuses on how we manage

our responsibilities as

an employer.

Stakeholders

¼ Our people

¼ Our communities

82%

of our workforce would recommend

us as a great place to work

(FY21: 80%)

ESG Report continued

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Male

67%

Female

33%

Male

77%

Female

23%

Male

62%

Female

38%

Male

66%

Female

34%

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

review. Additionally, our Board, Executive

Directors and the wider Executive

Committee decided to forego their pay

rises or take materially reduced rises this

year. The money saved was used to

create a pool of money to increase the

salaries of employees feeling the biggest

impact of the cost of living.

In addition, on the theme of listening,

weran our annual engagement survey

inJanuary 2022. The results enabled

usto compare our performance on 21

Gender breakdown across our workforce

metrics against peers in the Financial

Services sector and we were pleased

tofind ourselves above the benchmark

across 18 of these metrics.

We were delighted to maintain our

status as a Top Employer in the UK for

2022. We have gone on to receive the

Great Place to Work certification in

Poland and India – demonstrating

thetruly global commitment to

HRexcellence.

Board Senior leadership team

Executive Committee Total

Male Female

1 These are awarded by the Top Employers Institute and

Great Place to Work, respectively, both recognised

authorities on excellence in people practices. These

awards are based on HR-related surveys, looking at

people practices across key HR themes.

IG GROUP HOLDINGS PLC ANNUAL REPORT 202232

STRATEGIC REPORT

ESG Report continued

Partnerships

Educational equality

We firmly believe that a good quality

education is the key to realising ambition

and to unlocking potential. Therefore,

asan expression of our purpose,

we’vecontinued to focus much of our

community outreach work on removing

barriers that are restricting access to

education in our communities.

In FY22 we have continued to work

closely with Teach For All and a number

of their network partners. Our support

for these partners, such as Teach For

Poland, Teach For India and Teach For

Australia, has helped them continue to

find excellent teachers and place them

into the schools and communities where

they are needed the most. As well

assupporting these organisations

financially, colleagues have used our

volunteering days to provide support

totrainee teachers and directly to their

student. For example, a group of

colleagues have been helping students

in the UK and South Africa as they work

on job applications.

We had a target of positively impacting

the lives of 100,000 young people by

2025. After extraordinary commitment

from our passionate colleagues and

charity partners, we are proud to have

achieved this target several years early.

During FY23 we will develop new

ambitious targets for the outcomes and

impact of our Brighter Future Fund.

Another significant focus for our

community outreach work this year was

offering support to those impacted by

the terrible events unfolding in the

Ukraine. For example, colleagues in

Poland had their volunteering leave

entitlement increased from two to five

days, to help Ukrainian refugees as they

escaped across the border to Krakow

and beyond. We set up a charitable

giving page in favour of Polska Akcja

Humanitarna and double-matched all

funds raised on this page – using money

from our Brighter Future Fund to triple

the total. More information on this and

our other community outreach work can

be found on our website.

Environment

For the third year running, we have

achieved carbon-neutral status,

offsetting our scope 1, 2 and 3

emissions. Our other top priority has

been to continue developing a strategy

to reduce our relative emissions.

Last year we set ourselves the goal

of committing to the Science Based

Targets initiative

by the end of FY22.

We achieved this goal, and now have

24 months to define our pathway

to net zero. We have also continued

to look for improvements to our

environmental reporting. For example,

we are transitioning to a new process of

collecting emissions data on a quarterly

basis rather than an annual basis. We

were also pleased to retain our C grade

with the Carbon Disclosure Project.

Streamlined energy and carbon

reporting

Our carbon footprint for FY22 has been

prepared by an external consultant,

Energise, and includes our scope 1, 2

and upstream scope 3 emissions across

all Group companies. The data was

quantified in line with the GHG Protocol

standard and applying the most relevant

emissions factors sourced from the

Department for Environment, Food

and Rural Affairs’ 2020 UK Greenhouse

Conversion Factors for Company

Reporting, and other equivalent data

sources for our emissions outside of

the UK. Where data is not available,

standard estimation methods have been

applied to account for these emissions.

In relation to scope 1 and 2 emissions,

our total carbon footprint for the year,

using a location-based methodology,

was 2,682.05 tCO

e, or 1.12 tonnes per

employee. This is a 22.2% reduction

from last year. The reduction is mainly

due to the emissions associated

with operating our facilities falling

to zero for the year. After replacing

equipment last year, we did not need

to recharge any F-Gas in our data

centres which has had a significant

impact on our scope 1 emissions.

Pillar 3

We amplify our ESG impact

through collaboration

with like-minded partners.

The third pillar of our Brighter

Future framework focuses

on how collaboration helps

us address challenges around

educational equality, the

environment and the principles

of responsible business.

Stakeholders

¼ Our people

¼ Our communities

¼ Our suppliers

94,751

young lives positively impacted

through Brighter Future

Fundinitiatives

(FY21: 22,284, FY20: 3,819)

FIND OUT MORE AT

IGGROUP.COM/OUR

COMMITMENTSUSTAINABILITY

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 33

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

GHG protocol scope Sub-category

Year ended

31 May 2022 tCO

Year ended

31 May 2021 tCO

Scope 1 Operation of facilities 0.00 4 37.18

Scope 1 Combustion 287.86 168.36

Scope 1 287.86 605.54

Scope 2 Purchased energy 2,394.18 2,320.83

Scope 2 2,394.18 2,320.83

Scope 1 and 2 emissions 2,682.05 2,926.37

Employees 2,393.00 2,034.50

Intensity ratio

Scope 1 and 2 emissions 1.12 1.44

Relevant change -22.1%

Global energy use 10,272,137 kWh 8,635,343 kWh

UK energy use 7,888,644 kWh 7,211,827 kWh

Overseas energy use 2,383,493 kWh 1,423,516 kWh

Scope 3 Business travel 83.51 15.36

Employee commuting 297. 28 1.51

Fuel and energy-related activities 860.33 566.31

Purchased goods and services 20,297.48 17,892.12

Waste generated in operations 116 . 5 0 57. 3 4

Homeworking 931.89 704.72

Scope 3 22,586.98 19, 237. 36

Grand total All three scopes (including homeworking) 25,269.03 22,163.73

Employees 2,393.00 2,034.50

Performance indicator All three scopes (including homeworking) 10.56 10.89

Relevant change -3.07%

There have been some significant

changes compared to last year, most

notably the acquisition of tastytrade,

which increased our scope 2 and 3

emissions. As some of our offices

started to reopen after the pandemic,

we have also seen increases in

our business travel and employee

commuting. However, our employee

headcount has also increased and

therefore when viewed on a relative

basis, our emissions per employee

have reduced by -3.07%, exceeding

our target of a -2.5% relative reduction.

We are actively managing our energy

efficiency. For example, we are working

on a set of new procurement standards

across the business in key areas which

will help us define our pathway to net

zero. We are committed to completing

this work by 2024. In the meantime,

wecontinue to offset all scope 1, 2 and

upstream scope 3 carbon emissions

and are carbon neutral in line with

PAS2060. All offsets are verified

by either the Gold Standard or UN

Clean Development Mechanism.

Suppliers

We have continued to embed the

principles of responsible and sustainable

business in our procurement processes

and in our collaboration with existing

suppliers. For example, we published a

new Vendor Code of Conduct, setting

out what suppliers can expect when

working with us and setting out our

expectations for suppliers. Furthermore,

in FY22 we completed a review of our

facilities contractors and increased

pay where necessary to ensure we are

fully compliant with the London Living

Wage recommendations. We are now a

signed-up member of the Living Wage

community and will ensure we align with

their recommendations in the future.

We are also looking for equivalent

standards to adopt in all of the countries

in which we have employees or, in lieu

ofsuch standards, will look to develop

our own.

1 The Science Based Targets initiative (SBTi) is a

partnership between Carbon Disclosure Project (CDP),

the United Nations Global Compact, World Resources

Institute and the World Wide Fund for Nature. They

drive ambitious climate action in the private sector by

enabling organisations to set science-based emissions

reduction targets.

2 As an intensity ratio we monitor our emissions

peremployee.

IG GROUP HOLDINGS PLC ANNUAL REPORT 202234

STRATEGIC REPORT

Summary of disclosure References to Annual Report

Governance

The Board approves environmental strategy and targets and has responsibility for budgets and funding.

Climate-related risks and opportunities are integrated into the Group’s Risk Management Framework and

the Board has overall accountability for the management of risk. Some of these risk governance

responsibilities are delegated to Board Committees.

Board and management responsibilities in relation to climate-related risks and opportunities are set out in

our ESG governance table and in our Corporate Governance Statement. Furthermore, the management of

climate-related risks and opportunities is incorporated into the environmental impact non-financial metric

in our bonus and sustained performance plan remuneration structures.

We first introduced a carbon-literacy training programme in FY21. In FY22 this was improved and updated

and sessions were run for the Board and our Executive Committee. This training will be updated and

delivered on an annual basis.

¼ See Chair’s

Introduction to

Corporate

Governance

statement,

page58

¼ See pages 35, 93

Strategy

Over the course of FY22, our understanding of the climate-related risks and opportunities affecting our

business has improved, enabling us to develop an environmental strategy. The aim of this strategy is to

have a clearly defined pathway to net zero in place by 2024. Progress towards defining our pathway is

improving our financial resilience in the face of the changing climate. Key achievements include:

¼ Formal commitment to the Science Based Target Initiative

¼ Starting to develop environmental procurement standards for key business areas including operations,

buildings, travel and other services

¼ Carbon literacy training for the Board and Executive Committee

¼ Maintaining carbon-neutral status in line with PAS 2060 (offsetting our scope 1 and 2 emissions and

upstream scope 3 emissions)

¼ See Risk

Management

section, pages

46-53

Risk management

In order to fully understand the climate-related risks and opportunities applicable to our business, we

engaged a consultant to help us produce a detailed climate-related risks and opportunities register. This

exercise was then repeated in the second half of FY22 and will be repeated on a bi-annual basis going

forward. A summary of the risks identified can be found on our Group website. It has been concluded that,

for now, neither these risks nor opportunities are material.

We identify climate-related risks, opportunities and materiality based on the We Mean Business risk

taxonomy and TCFD guidance. We group climate-related risks into two categories: physical risks which

relate to the physical impacts of climate change, and transition risks, which relate to the transition to

alow-carbon economy. They are analysed in relation to three possible climate-related scenarios:

(1)asmooth transition to <2ºC, (2) a disruptive transition to <2ºC, and (3) no acceleration of action (>3ºC),

andconsidered in relation to the short, medium and long term.

¼ See Risk

Management

section, pages

46-53

¼ https://www.

iggroup.com/

our-commitment-

sustainability/

our-environment

Metrics and targets

We assess climate-related risks and opportunities by looking at absolute and intensity-based energy

and(GHG) emission metrics, using ‘CO

per employee’ as our intensity metric. These are set out in our

Streamlined Energy and Carbon Report. We have been reporting scope 1 and 2 emissions since FY13 and

first reported upstream scope 3 emissions in FY20. We do not yet measure or report downstream scope 3

emissions but hope to include these emissions in our reporting when we have our pathway to net zero

defined – aiming for 2024. We do not anticipate that these emissions will be significant.

In May 2022 we made a formal commitment to the SBTi, and are working hard to develop an ambitious

science-based target. Pending this target, we aim to reduce our year-on-year carbon emissions by 2.5%.

¼ See pages 32

and 33

In accordance with the TCFD

recommendations, all material and

significant climate-related information

can be found in this Annual Report, as

signposted in the table below. We have

chosen to supplement these

disclosures with extra information on

our website.

We believe that these disclosures are

fully consistent with the task force’s

recommendations. We do not yet

measure or report downstream scope 3

emissions associated with the use of

our products but note that doing so is

optional under the Greenhouse Gas

Protocols (GHG). In any case, we are

working to better understand these

emissions but do not anticipate that

they will be significant.

ESG Report continued

Task Force on Climate-related Financial Disclosures

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 35

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Best Practice

Business ethics

We maintain high standards of ethics

across all elements of our business.

Weconduct our business in an ethical

manner, protecting principles of human

rights in all of our operations. For more

information about how the principles of

ethical business are embedded into our

governance, please refer to our ESG

Policy on our website.

As a UK-incorporated Company, we

abide by the UK Bribery Act 2010

and we have a Share Dealing Code,

aDisclosure Committee and associated

policies to ensure that we meet

the requirements of market abuse

regulations. Furthermore, we have

global policies to comply with anti-

bribery and anti-corruption laws, which

include employees wishing to give or

receive gifts or hospitality. We do not

make or endorse facilitation payments.

Every year all employees receive

mandatory anti-bribery and corruption

training, and market abuse training,

through an e-learning module which

includes a knowledge assessment.

We make charitable donations that

arelegal and ethical under local laws

and practices, but we don’t make

contributions to political parties.

Accountable leadership

In FY22 we focused on three elements

of accountable leadership. Firstly, we

maintained a diverse leadership team

interms of ethnic and gender diversity.

Secondly, we worked hard to ensure

ourleadership team have access to the

learning opportunities they need. For

example, we offered carbon literacy

training to the Board and Executive

Committee for the second year running.

Thirdly, we continued to ensure the

leadership team is incentivised to deliver

on our commitment to sustainable and

responsible business. For more details

about how ESG is integrated into the

sustained performance plan and the

bonus, see page 93.

Open and transparent

Operating in an open and transparent

manner remains a top priority. Last year

we published our ESG Policy and

created an ESG reporting map to

demonstrate how we approach

responsible and sustainable business.

We’ve updated the reporting map for

FY22 and will keep the policy up to date.

Our tax strategy is published on our

website. This year we paid £131.3 million

(2021: £119.0 million) to tax authorities

globally. As was the case last year, we

did not accept any government support

in relation to the Covid-19 pandemic.

We paid £97.4 million in corporate

income taxes (2021: £83.0million).

More details on our taxes paid and

onour effective tax rate for FY22 can

be found in the Financial Statements.

Pillar 4

The fourth pillar of our

Brighter Future framework

is concerned with setting

high standards of business

ethics, accountability and

transparency, and ensuring

that our policies and

governance structures help

meet these standards.

Stakeholders

¼ Our shareholders

¼ Our regulators

¼ Our people

¼ Our clients

¼ Our communities

43.3%

ESG factors contribute to 43.3% of

Sustained Performance Plan non-

financial metrics

ESG governance

Oversight

IG Group Board of Directors

ESG Committee

Chair: Sally-Ann Hibberd

Board Committees as appropriate

Responsible

IG Group Executive Committee

Sponsor: Jon Noble

Executive Committee ESG working group

Delivery

Group Head of ESG

ESG Officer

Brighter Future

Champions

Enterprise

Leadership Group

IG Employee

Networks

STRATEGIC REPORT

Chief Financial Officer’s Statement

Another year of

record performance

I am delighted to report another year

of record revenue and profits, against

a challenging comparative which

included the peaks of pandemic-related

market volatility. Total revenue from

continuing operations was £973.1

million, up 16% (FY21: £837.6 million).

Excluding the foreign exchange gain

associated with the financing of the

tastytrade acquisition, adjusted total

revenue was £967.3 million, up14%.

Excluding tastytrade, adjusted total

revenue was still up 1%. This outstanding

performance is reflective of the high-

quality client base of ambitious, active

traders that we are able to attract,

and the excellent client service and

educational resources and support

that we provide in order to retain

them. We reiterate our medium-term

guidance for total revenue of 5-7%

in Core Markets+ and 25-30% in the

High Potential Markets segments.

We continue to practice good cost

management, while also ensuring that

we invest steadily and appropriately

in our businesses and functions.

We recognise technology as a key

asset, in which we continually invest

to innovate and increase resilience,

security, and capacity. Over the

last for years, for example, we have

invested approximately £125 million

in these areas, demonstrating our

ability to continually invest and stay

atthe forefront of technology trends.

During the year, we incurred some

one-off and non-cash recurring items.

These were related to the tastytrade

transaction, the sale of Nadex and Small

Exchange, the debt refinancing and the

revaluation of the Zero Hash convertible

note. Excluding these items, our

adjusted profit before tax margin for

FY22 was 51% (FY21: 56%).

Another year of record revenue

performance puts us in a very

strong financial position as we

execute our strategy to become

amore diversified business.”

Charles A Rozes

Chief Financial Officer

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 37

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Profit before tax for the year was up

7% to £477.0 million (FY21: £446.0

million). On an adjusted basis, profit

before tax was £494.3 million, up 4%

on prior year (FY21: £473.6 million).

The adjusted effective tax rate was

17.0%, driven by standard UK tax

incentives and adjustments to prior

year estimates. Our profit after tax for

the year was £396.1 million, or £410.5

million on an adjusted basis, up 4%.

Including profit from discontinued

operations, profit for the period was

£503.9 million, up 36%. Basic earnings

per share from continuing operations

was 92.9 pence (FY21: 99.8 pence), or

96.3 pence on an adjusted basis (FY21:

107.3 pence), down due to the shares

issued for the tastytrade acquisition.

We are a highly cash-generative

business, able to convert our OTC

derivatives revenue to cash on the same

day. The conversion rate of operating

profit to own funds remains consistently

above 100%.

During the year, we have seen some

significant balance sheet movements,

with our goodwill and intangibles

balances increasing due to the

tastytrade acquisition. Own funds

increased due to profits made during

the year, the sale of Nadex and Small

Exchange, offset by the cash

consideration paid for tastytrade.

Regulatory capital and liquidity

remained very strong through the

period, bolstered by our inaugural public

debt issuance of £300 million of

investment-grade, 7-year senior

unsecured notes and the increased size

of our committed revolving credit

facility, which is now a £300 million

facility. The debt capital markets

issuance in November 2021 attracted

strong investor demand, and provided

longer-term financing through 2028.

Our new RCF further expands our

on-demand available liquidity to support

our strategic growth plans.

The Group’s broker margin requirement

in support of our risk management

program at year end was £629.5 million,

and reached a peak during the year of

£774.7 million in comparison to a year

end requirement of £590.9 million and

peak requirement of £683.3 million in

FY21. As a result of our record profits,

strong cash conversion, as well as

purchases and disposals during the year,

own funds at 31 May 2022 were

£1,253.8 million, up from £1,058.5

million at 31 May 2021.

Our record profits and comprehensive

risk management programme further

strengthened our capital resources.

In January 2022, we adopted a new

regulatory capital framework, the

Investment Firms Prudential Regime

(IFPR). For an initial transitory period,

our regulatory capital requirement

remains at a fixed amount of £497.4

million. At 31 May 2022 our regulatory

capital resources were £1,025.6 million,

up from £860.7 million at 31 May 2021.

This translates to a headroom above

the regulatory capital requirement of

£528.2 million, including all profits from

FY22, though prior to the execution

of the share buyback programme.

During the year, the Board conducted

a number of discussions around our

uses of capital. The outcome of these

discussions is set out in our new capital

allocation framework. The framework

provides the right balance for all

our stakeholders, ensuring there is

sufficient ability for investment in the

Company, as well as returns for our

shareholders. In line with the capital

allocation framework, the Board has

approved a final dividend of 31.24

pence, which would result in a full-year

dividend of 44.2 pence per share, an

increase of 1 pence from our FY21

dividend of 43.2 pence per share.

Given our current strong financial

position following three consecutive

record years of revenues and profits,

wehave also announced a share

buyback programme of up to £150

million. We would expect this to be

substantially completed within FY23.

We have reconfirmed our medium-

term total revenue guidance of 5-7%

in the Core Markets+ and 25-30% in

the High Potential Markets portfolio

and remain confident in achieving this

guidance. We anticipate a profit before

tax margin just above the mid-40s in

FY23, and then increasing slightly over

the medium term to the high-40s, which

we see as the sustainable margin for the

Group. We anticipate an effective tax

rate in FY23 of around 19%, and then

increasing beyond FY23 to be closer to

the forecasted UK Corporate Tax rates.

In summary, another year of record

revenue performance puts us in a very

strong financial position as we execute

our strategy to become a more

diversified business.

Charles A Rozes

Chief Financial Officer

20 July 2022

IG GROUP HOLDINGS PLC ANNUAL REPORT 202238

STRATEGIC REPORT

Business Performance Review

Summary Group Income Statement

£ million (continuing operations) FY22

FY22

Adjusted FY21

FY21

Adjusted Change %

Adjusted Change

Net trading revenue

972.3 966.5 837.3 845.2 16% 14%

Net interest on client money 0.8 0.8 0.3 0.3

Total revenue 973.1 967.3 837.6 845.5 16% 14%

Other operating income and betting duty 6.1 4.6 6.1 6.1

Net operating income 979.2 971.9 843.7 851.6

Total operating costs

2, 3

(501.9) (464.9) (393.4) (373.8) 28% 24%

Operating profit 477.3 507.0 450.2 477.8 6% 6%

Other net gains/(losses)

11.1 (2.3) (0.4) (0.4)

Net finance cost

(11. 4 ) (10.4) (3.8) (3.8)

Profit before tax 477.0 494.3 446.0 473.6 7% 4%

1 Adjusted excludes £5.8 million foreign-exchange hedging gain associated with the financing of the tastytrade acquisition (FY21: loss of £7.9 million)

2 Operating costs include net credit losses on financial assets

3 Adjusted operating costs excludes £33.7 million of costs and recurring non-cash costs associated with the tastytrade acquisition and integration and £3.3 million relating to the

proposed sale of Nadex and Small Exchange (FY21: £19.6m of one-time costs associated with the tastytrade acquisition)

4 Adjusted other net gains / (losses) excludes £9.3 million FV gain on revaluation of Zero Hash Holdings Limited (Zero Hash), and £4.1 million of gains on sale of Small Exchange and

disposal of Zero Hash, £2.3 million loss from associate

5 Adjusted excludes £1.0 million of accelerated financing expense associated with the debt issuance

Statutory results

On 1 March 2022 we completed the sale of Nadex and Small Exchange to crypto.com, therefore Nadex is presented as a

discontinued operation. Our share of the losses from our minority investment in Small Exchange for the period during which

weowned it will continue to be presented within continuing operations.

On a statutory basis, net trading revenue was £972.3 million, up 16% on prior year, reflecting the inclusion of tastytrade revenue

from 28 June 2021 following completion.

Revenue performance benefited from the size and quality of the active client base, which now includes 98,000 tastytrade

clients, who share a similar demographic profile to those of IG. Total active clients, excluding those from tastytrade, remains

significantly larger than the pre-pandemic period.

Statutory operating costs were £501.9 million, 28% higher than FY21, reflecting the inclusion of tastytrade’s cost base, and

one-off and recurring non-cash costs in relation to the tastytrade acquisition and integration, and costs relating to the sale of

Nadex and Small Exchange.

Other net gains of £11.1 million arise from transactions relating to the Group’s investments in its associates during the year.

Thenet gains include the Group’s share of losses from associates, the movement of the fair value of convertible debt associated

with Zero Hash , and gains from sale of holdings in associates.

Net finance costs were £11.4 million, increasing from prior year due to additional debt in the period.

The Group’s statutory profit before tax for FY22 was £477.0 million, 7% higher than FY21.

Adjusted results

The following section analyses results from continuing operations on an adjusted basis, which excludes a £5.8 million foreign-

exchange gain related to financing of the tastytrade acquisition; £33.7 million of costs relating to the tastytrade acquisition,

including £28.0 million of amortisation of acquisition related intangibles; £3.3 million relating to the sale of Nadex and our

investment in Small Exchange; £1.0 million of financing costs relating to the new debt issuance; other net gains related to the

sale of Small Exchange and disposal of Zero Hash of £4.1 million, and £9.3 million fair value gain on Zero Hash on a convertible

note revalued in the period.

Adjusted net trading revenue was £966.5 million, 14% higher than prior year. Excluding tastytrade, which the Group acquired

on28 June 2021, the adjusted net trading revenue was £856.4 million, 1% higher than FY21, reflecting the continued strength

ofour core business despite less favourable market conditions.

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 39

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Total revenue, which includes interest income, was £967.3m, up 14% on FY21.

Adjusted operating costs from continuing operations were £464.9 million, 24% higher than prior year, reflecting the addition

oftastytrade.

Adjusted operating profit from continuing operations was £507.0 million, up 6% on FY21, and profit before tax was £494.3 million

4% higher than prior year.

Net trading revenue performance by product

Adjusted net trading revenue from continuing operations

(£ million) FY22 FY21 Change %

OTC derivatives 811.5 798.2 2%

Exchange traded derivatives 121.2 8.3 nm

Stock trading and investments 33.8 38.7 (13%)

Group 966.5 845.2 14%

Active clients

(000)

Revenue per client

(£)

FY22 FY21 Change % FY22 FY21 Change %

OTC derivatives 199.8 216.3 (8%) 4,063 3,690 10%

Exchange traded derivatives

104.5 5.4 nm 1,142 913 25%

Stock trading and investments 93.2 89.5 4% 363 432 (16%)

Group

381.5 291.2 31%

1 Exchange traded derivatives revenue per client calculation excludes revenue generated from the Group’s market maker on Nadex

2 Total Group active clients have been adjusted to remove the clients who are active in more than one product category (multi-product clients) to give a unique client count. In FY22 there

were 16,000 multi-product clients, compared with 19,900 in FY21

OTC derivatives

OTC derivatives net trading revenue in FY22 was £811.5 million, 2% higher than FY21. OTC revenue now represents 84% of

Group revenue, down from 94% in FY21, consistent with our strategic goal of diversifying our sources of revenue through

growth in exchange traded derivatives and stock trading revenues.

OTC active clients were down 8% on FY21 reflecting the moderation in trading activity and reduced levels of new clients

onboarded, down 32% from the elevated levels of demand seen in FY21, however remain at levels materially higher than the

pre-pandemic period. Average revenue per client however was 10% higher reflecting a change in client mix with less dilution

ofrevenue per client from new clients, as seen in FY21.

UK and EU revenue in FY22 was £431.5 million, 3% higher than in FY21. The impact of a 14% reduction in active clients was

offset by a 20% increase in the average revenue per client, the result of a change in the client mix, consistent with other areas

ofthe business.

Japan revenue of £98.5 million was 43% higher than FY21 driven by a 53% increase in active clients as new client acquisition

continued to be exceptionally strong in the year. First trades increased 53% as Japan continues to benefit from the increased

focus on localisation, brand building, and successful marketing relationships.

Australia revenue of £88.3 million was 26% lower than FY21, reflecting the impact of Australian Securities & Investments

Commission (ASIC) regulations, which were introduced in FY21. As a result, the active clients in the period decreased by 28%,

although revenue per client increased by 2% due to the change in client mix. Revenue from Australia remains higher than the

pre-pandemic period.

IG GROUP HOLDINGS PLC ANNUAL REPORT 202240

STRATEGIC REPORT

Exchange traded derivatives

Net trading revenue from exchange traded derivatives, excluding Nadex as a discontinued operation, was £121.2 million, and

represented 13% of Group revenue (FY21: 1%). tastytrade net trading revenue was £110.1 million, while revenue from Spectrum,

the Group’s multi-lateral trading facility, was £9.3 million.

With the addition of tastytrade, the number of exchange traded derivatives clients increased to 104,500 (FY21: 5,400), 27% of

the total active client base of the Group. First trades increased significantly, reflecting the inclusion of tastytrade.

tastytrade net trading revenue was £110.1 million, up 15% on the prior year on a pro forma basis. Total revenue for tastytrade

was £112.0 million, which includes interest income, increasing 16% on a pro forma basis. Active clients reduced by 2%, reflecting

some normalisation from the high levels of activity in FY21, which was more than offset by a 17% increase in average revenue

per client.

Spectrum revenue of £9.3 million nearly doubled and was 90% higher, driven by a 27% increase in the active client base and

a50% increase in average revenue per client as the client base continues to establish. This year Spectrum welcomed two

additional brokers and further growth is expected in FY23 and beyond, as we integrate additional third-party brokers and plan

to integrate two tier 1 European banks as product issuers later this year.

Stock trading and investments

Revenue from stock trading and investments was £33.8 million (FY21: £38.7 million) with assets under administration of £3.3

billion at the period end (31 May 2021: £3.2 billion). In the year, stock trading transaction fees, which were previously netted off

against revenue, were reallocated to operating costs, increasing both net trading revenue and costs by £3.0 million. Including

this, net trading revenue was down 13%. Active clients increased 4% and average revenue per client reduced by 16% due to

both a reduction in trade frequency as market conditions have moderated, and a change in equity mix, with clients trading

fewer US equities.

Operating costs

Total adjusted operating costs for FY22 were £464.9 million, 24% higher than FY21 primarily reflecting the acquisition

oftastytrade.

Adjusted operating costs from continuing operations

£ million (unless stated) FY22 FY21 Change %

Fixed remuneration 150.1 127.0 18%

Advertising and marketing 87.1 67.4 29%

Revenue related costs 45.3 28.3 60%

IT, structural market data and comms 35.0 24.4 43%

Regulatory fees 12.9 9.1 41%

Depreciation and amortisation 28.5 24.8 15%

Other costs 48.1 42.1 14%

General bonus 32.6 29.7 10%

Share-based compensation 17.8 11. 2 60%

Sales bonuses 7. 5 9.8 (23%)

Total operating costs 464.9 373.8 24%

Headcount at period end 2,507 2,067 21%

Fixed remuneration was £150.1 million, an increase of 18%. Group headcount at 31 May 2022 was 2,507, up 21% on 31 May

2021, reflecting the addition of around 200 tastytrade employees, and additional headcount in our technology, operations,

riskand compliance functions to add capacity to the larger business and support on key projects.

This increase also reflects some inflationary pay increases, offset by favourable translational foreign-exchange rates compared

with the prior year.

Advertising and marketing spend increased by 29% to £87.1 million, reflecting the addition of tastytrade costs.

Business Performance Review continued

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 41

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Revenue related costs are variable items which typically fluctuate with the level of client activity and include trading fees for

share dealing and US options and futures, client payment charges, variable market data charges, and provisions for client and

counterparty credit losses. In total they were £45.3 million, 60% higher than FY21, reflecting the addition of the tastytrade

costs. This also includes the impact of reclassifying £3.0 million of stock trading transaction fees, which in FY21 were reported

as an offset to revenue.

IT maintenance, structural market data charges and communications costs were £35.0 million, an increase of 43% on FY21.

Thisreflects additional investment in technology to innovate new platform features, support the larger active client base,

andbuild capacity for future growth as well as the addition of tastytrade costs.

Regulatory fees, which include the Financial Services Compensation Scheme (FSCS) levy were £12.9 million in FY22, 41% higher

than FY21. This reflects the increased eligible income of the relevant entities, as well as the addition of tastytrade costs.

Depreciation and amortisation costs increased 15% to £28.5 million reflecting the addition of tastytrade costs.

The charge for the general bonus pool was £32.6 million, up 10% on FY21. This reflects an increase in eligible employees but

was offset by a release of prior period accruals.

Share-based compensation costs relate to the share incentive plans for executives and senior management. These costs

increased by 60%, reflecting an increased number of participants, and outperformance on internal targets, compared with

aprior year charge which was lower due to staff departures in the year.

Sales bonuses decreased by 23% to £7.5 million, reflecting lower commission payments to sales staff for the onboarding and

management of their own-sourced high-value clients.

Earnings Per Share

£ million (unless stated) FY22

FY22

Adjusted FY21

FY21

Adjusted Change %

Adjusted Change

Profit before taxation from

continuingoperations 477.0 494.3 446.0 473.6 7% 4%

Taxation (80.9) (83.8) (77.4) (77.4) 5% 8%

Profit after taxation from

continuingoperations 396.1 410.5 368.6 396.2 7% 4%

Profit after taxation from

discontinuedoperations 107. 8 107. 8 3.3 3.3 Nm Nm

Profit after tax for the period 503.9 518.3 371.9 399.5 36% 30%

Weighted average number of shares

forthe calculation of EPS (millions) 426.3 426.3 369.2 369.2 15% 15%

Basic earnings per share

(pence per share) 92.9 96.3 99.8 107.3 (7%) (10%)

Profit before tax was £477.0 million in FY22, and £494.3 million on an adjusted basis, 4% higher than FY21.

The FY22 effective tax rate (ETR) was 17.0% based on profit before tax from continuing operations and 17.0% based on adjusted

profit before taxation (FY21: 16.3%). The ETR is lower than the main rate of corporation tax of 19% in the UK, where the majority

ofthe Group’s profits are taxed, primarily as a result of standard UK tax incentives and adjustments to prior year estimates.

TheETR for FY23 is anticipated to be approximately 19% on an adjusted basis. The ETR is dependent on a mix of factors

including taxable profit by geography, tax rates levied in those geographies and the availability and use of taxable losses.

Thefuture ETR may also be impacted by changes in our business activities, client composition and regulatory status,

whichcould affect our exemption from the UK Bank Corporation Tax surcharge.

Profit after tax was 36% higher than FY21 and 30% higher on an adjusted basis. Basic EPS was 7% lower than FY21 and 10%

lower on an adjusted basis. This is primarily a result of the additional 61 million shares issued by the Group as part of the

consideration to acquire tastytrade.

IG GROUP HOLDINGS PLC ANNUAL REPORT 202242

STRATEGIC REPORT

Dividend

A proposed final dividend of 31.24 pence per share will be paid on 20 October 2022 to those shareholders on the register

at the close of business on 23 September 2022. This would represent a total FY22 dividend paid of 44.2 pence per share

(FY21: 43.2 pence per share).

Summary Group Balance Sheet

The balance sheet is presented on a management basis which reflects the Group’s use of alternative performance measures

tomonitor its financial position, with particular focus on own funds and liquid assets which are deployed to meet the Group’s

liquidity requirements. These alternative performance measures are reconciled to the corresponding UK adopted IAS balances

in the appendix.

£ million 31 May 2022 31 May 2021 Change %

Goodwill 604.7 107. 3 468%

Intangible assets 292.1 32.7 793%

Property, plant and equipment

16.7 17.4 (4%)

Operating lease net assets (2.0) (1.9) 5%

Investments in associates 14.8 – nm

Fixed assets 926.3 155.5 495%

Own cash 1,245.9 655.2 89%

Issued debt/long-term bank borrowings

(299.2) (100.0) 199%

Client funds held on balance sheet

(520.9) (354.3) 47%

Amounts due from brokers 657.1 710.6 (7%)

Own funds in client money 64.2 60.9 5%

Liquid assets threshold requirement/Liquid asset buffer 106.7 86.1 23%

Own funds 1,253.8 1,058.5 18%

Working capital (82.5) (86.4) (5%)

Net current assets held for sale 0.4 – nm

Tax payable (20.5) (6.4) 220%

Net deferred tax (liability)/asset (49.7) 12.1 511%

Net assets 2,027.8 1133 . 3 79%

1 Excludes right-of-use assets

2 Excludes capitalised fees

3 Includes turbo warrants

The Group has recognised a £770.8 million increase in fixed assets during the period, primarily as a result of the acquisition of

tastytrade, which completed on 28 June 2021.

The Group has assessed the impact of climate risk on the balance sheet and have concluded that there is no material impact on

the financial position of the Group for the year ended 31 May 2022.

Liquidity

The Group maintains a strong liquidity position, ensuring that it has sufficient liquidity under both normal circumstances and

stressed conditions to meet its working capital and other liquidity requirements, which include broker margin requirements,

theregulatory and working capital needs of its subsidiaries, and the funding of adequate buffers in client money accounts.

The Group’s available liquidity comprises assets that are available at short notice to meet additional liquidity requirements,

which are typically increases in broker margin. The Group’s liquid assets increased by £561.1 million during the period,

compared to a smaller £164.1 million increase for liquidity requirements comprising broker margin, overseas cash balances,

own funds in client money and assets held to satisfy the liquid assets threshold requirement.

Business Performance Review continued

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 43

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

£ million 31 May 2022 31 May 2021 Change %

Own cash 1,245.9 655.2 90%

Amounts due from brokers 657.1 710.6 (8%)

Own funds in client money 64.2 60.9 5%

Liquid assets threshold requirement/Liquid asset buffer 106.7 86.1 23%

Liquid assets 2,073.9 1,512.8 37%

Broker margin requirement (629.5) (590.9) 7%

Cash balances in non-UK subsidiaries (342.9) (248.0) 38%

Own funds in client money (64.2) (60.9) 5%

Available liquidity 1,037.3 613.0 69%

of which:

Held to meet regulatory liquidity requirements 106.7 86.1 24%

Dividend due 134.8 130.4 3%

The Group’s own cash balance of £1,245.9 million has increased by £590.7 million driven by a £199.2 million increase in third

party debt, £166.6 million increase in client funds held on balance sheet and £53.5 million decrease in amounts at brokers.

TheGroup measures the strength of its balance sheet using its ‘own funds’ balance which is a broader and more stable measure

of the Group’s liquidity position than cash. The Group’s own funds position is explained in the next section.

Amounts due from brokers comprises cash and UK Government securities held on account by the Group’s hedging

counterparties, the valuation of open derivative positions and the valuation of physical cryptocurrency assets. During FY22 and

driven by the ongoing high frequency and mix of client trading activity, the Group experienced record levels of broker margin,

with a maximum margin requirement of £774.7 million in November 2021.

Own funds in client money represents the Group’s own cash held in segregated client funds in accordance with regulatory

requirements, including the UK’s FCA Client Asset Sourcebook (CASS) rules. This increased by £3.3 million to £64.2 million,

as a result of trading conditions on the last day of the month.

The Group holds a combination of UK Government securities and cash to meet its regulatory liquidity requirements, which

haveincreased during the period. From 1 January 2022, the liquid asset buffer requirement that the Group had been subject

tohas been replaced by a new regime within the Investment Firms Prudential Regime rules. This includes a basic liquid assets

requirement and a liquid assets threshold requirement, which can be met with a broader range of assets. As at 31 May 2022,

this requirement was £106.7 million, 24% higher than the liquid assets buffer requirement at 31 May 2021.

The increase in liquidity requirements was primarily driven by an increase in funds in non-UK entities. The Group regularly

repatriates cash from its overseas subsidiaries and for liquidity management and planning purposes, the Group conservatively

excludes cash held by subsidiaries outside the UK from available liquidity. The amount of cash held in entities outside the

UK was £342.9 million as at 31 May 2022 (31 May 2021: £248.0 million), £94.9 million higher than as at 31 May 2021, due to

increased overseas cash requirements arising from the acquisition of tastytrade and increased client funds recognised on

balance sheet in overseas entities, along with additional funds held in the US to settle tax payable following the sale of Nadex

and Small Exchange.

In addition to the cash recognised on the balance sheet, as at 31 May 2022, the Group held £2,577.9 million (31 May 2021:

£2,710.3 million) of client money in segregated bank accounts, which are not recognised on the Group’s balance sheet.

Thesefunds are held separately from the Group’s own cash balances and are excluded from the Group’s liquid assets.

IG GROUP HOLDINGS PLC ANNUAL REPORT 202244

STRATEGIC REPORT

Own Funds

Own funds include liquid assets, less debt and client funds on its balance sheet. As at 31 May 2022, the Group had a cash

balance of £1,245.9 million (31 May 2021: £655.2 million) compared with an own funds balance of £1,253.8 million (31 May 2021:

£1,058.5 million).

£ million 31 May 2022 31 May 2021 Change %

Liquid assets 2,073.9 1,512.8 37%

Client funds on balance sheet (520.9) (354.3) 47%

Issued debt/Long-term borrowings (299.2) (100.0) 199%

Own funds 1,253.8 1,058.5 18%

Client funds on balance sheet are funds which are deposited with the Group’s Swiss banking subsidiary, IG Bank SA, and client

funds held by other subsidiaries which are not subject to the same legal or regulatory protections as client money held off

balance sheet, including funds held by the Group under title-transfer collateral arrangements.

The Group issued £300 million of investment-grade, 7-year senior unsecured bonds as part of a comprehensive debt

refinancing exercise. The majority of the proceeds were used to repay £250 million, short-dated term loans and following the

refinancing exercise, total available credit facilities have risen from £375 million as at 31 May 2021, to £600 million as at 31 May

2022, with the potential to rise to £700 million if the new revolving credit facility is increased in size. The £300 million committed

revolving credit facility was undrawn at 31 May 2022 (31 May 2021: undrawn).

Own Funds Flow

Own funds of the Group have increased by £195.3 million during the period, predominantly as a result of own funds generated

from operations and the sale of Nadex and Small Exchange, which offset the consideration paid to acquire tastytrade and the

dividends paid by the Group.

£ million FY22 FY21

Own funds generated from operations 536.5 505.8

as % of operating profit 112 % 111%

Taxes paid (99.2) (83.0)

Net own funds generated from operations 437. 3 422.8

Net interest and fees paid (13.2) (4.8)

Capital expenditure and capitalised development costs (17. 5) (16.0)

Net own funds movement from acquisitions and disposals of subsidiaries and investments in

associates (14.7) –

Purchase of own shares held in employee benefit trusts (6.7) (0.2)

Pre-dividend increase in own funds 385.2 401.8

Dividends paid (186.2) (159.7)

Increase in own funds 199.0 242.1

Own funds at start of the period 1,058.5 832.5

Increase in own funds 199.0 242.1

Impact of movement in exchange rates (3.7) (16 .1)

Own funds at the end of period 1,253.8 1,058.5

The Group’s own funds generated from operations of £536.5 million, £30.7 million higher than in FY21. These funds were

reduced by comparatively higher taxes paid driven by the sale of Nadex and Small Exchange, and the own funds used to acquire

tastytrade which were partially offset by the net own funds generated from sale of Nadex and Small Exchange.

The Group recognised an increased own funds outflow to acquire shares in the employee benefit trust, as shares in the market

were used to satisfy vesting awards rather than the issue of new shares.

The Group also recognised an increased dividend outflow during the year following the issue of 61 million shares to

acquiretastytrade.

Business Performance Review continued

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 45

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Regulatory Capital

The Group is supervised on a consolidated basis by the FCA in the UK, which requires it to hold sufficient regulatory capital at

both Group and individual entity levels to cover risk exposures, valued according to applicable rules, and any additional

regulatory financial obligations imposed.

Shareholders’ funds comprise share capital, share premium, retained earnings and other reserves, and as at 31 May 2022

totalled £2,027.8 million (31 May 2021: £1,133.3 million). The Group’s regulatory capital resources are an adjusted measure of

shareholders’ funds, and as at 31 May 2022 totalled £1,025.6 million (31 May 2021: £860.7 million), taking into account FY22

profits which are included in the regulatory capital calculation following approval from the FCA.

£ million 31 May 2022 31 May 2021

Shareholders’ funds 2,027.8 1,133.3

Less foreseeable/declared dividends (134.8) (130.4)

Less goodwill and intangible assets (833.7) (140.0)

Less Deferred tax assets and significant investments in financial sector entities (32.3) –

Less adjustment for prudent valuation (1.4) (2.2)

Regulatory capital resources 1,025.6 860.7

Total requirement – £ million 497. 4 491.1

Capital headroom – £ million 528.2 369.6

From 1 January 2022 the Group is subject to the Investment Firms Prudential Regime, which has changed the basis of

calculation of the Group’s regulatory capital. During the transitional period, the regulatory capital requirement remains

broadlyunchanged.

The Group’s regulatory capital resources as at 31 May 2022 were £1,025.6 million (31 May 2021: £860.7 million) and the

capitalrequirement as at 31 May 2022 was £497.4 million (31 May 2021: £491.1 million). This translates to a capital headroom

of£528.2 million (31 May 2021: £369.6 million), demonstrating the Group’s solid capital base and the minimal impact

ofthechange in regulatory rules.

IG GROUP HOLDINGS PLC ANNUAL REPORT 202246

STRATEGIC REPORT

Risk Management

Effective risk management is

essential in achieving our

strategy and business

objectives, and to preserve our

strong financial position and

regulatory reputation. The

Board is responsible for

ensuring that we maintain an

appropriate risk management

culture, supported by a robust

Risk Management Framework.

Risk Management Framework

Risk culture

Risk governance

We have an established framework to

identify, measure, manage, monitor and

report the risks faced by the business.

This includes the risk that our conduct

may pose to the achievement of fair

outcomes for clients, or to the sound,

stable, resilient and transparent

operation of financial markets.

This framework provides the Board with

assurance that our risks, including the

risks relating to the achievement of the

our strategic objectives, are understood

and managed in accordance with our

appetite and tolerance levels.

The RMF is supported by policies such

as credit risk, market risk, liquidity,

technology, operational risk, information

security, vendor, business continuity,

conduct and whistleblowing. The RMF

and supporting frameworks are

extended across tastytrade and the

business model has been considered.

Embedding a sound risk culture is

fundamental to the effective operation

of our Risk Management Framework and

sets the tone for broader conduct in all

business activities, values and expected

behaviours. Central to our risk culture

isa commitment to integrity and to

principles of responsible business.

Thisis driven by individuals with defined

rolesand responsibilities over their

respective areas as detailed under the

Senior Managers Certification Regime

inthe UK.

We operate a ‘three lines’ Risk

Governance Model.

1. Business functions

1st Line functions have the primary

responsibility for the risk management

of their respective risks, including

day-to-day responsibility for ensuring

that business areas operate within their

risk appetite. They are responsible for

the identification, assessment and

management of risks faced, in line with

the approved policies and procedures.

2. Risk and control functions

The 2nd Line functions operate

independently from 1st Line functions,

with the dual objective of providing

advisory and oversight services. While

other functions may perform some

advisory and oversight activities,

this is the main role of the Risk and

Compliance functions. The Risk and

Compliance teams maintain our risk

management and control policies,

provide independent analysis and

monitoring of our risks against appetite,

while staying abreast of industry

and regulatory developments that

might require enhancements to the

Risk Management Framework.

3. Internal Audit

The 3rd Line function has responsibility

for assurance and is performed by

Internal Audit. Internal Audit helps the

Board and Executive team protect the

assets, reputation and sustainability

of the organisation by providing

independent, objective assurance

reviews designed to add value and

improve our operations. The scope of

the annual audit plan includes reviews

of the Risk Management Framework,

along with the management of the

Group’s principal risks. This includes

assessments of the design and

operating effectiveness of controls,

governance structures and processes.

The ERC meets weekly to discuss risks

requiring executive-level oversight and

management, with the frequency

reflecting the commitment of senior

management to play an active role in

day-to-day risk management.

Three lines of defence

Non-Executive oversight of the Risk

Management Governance Framework

has been delegated by the Board to

theBoard Risk Committee, with

executive and operational oversight

provided through the Executive Risk

Committee (ERC).

Specific sub-committees are

delegatedadditional oversight

withmembership comprised of

management with subject matter

expertise. Examples of these committees

are: Best Execution, Technology,

Information Security, Capital & Liquidity,

Vendor, Conduct &Operational Risk,

andTransaction Reporting.

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 47

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Risk appetite

Risk taxonomy

1. Regulatory environment risk

The risk that we face enhanced

regulatory scrutiny with a higher

chance of regulatory action, or the

risk that the regulatory environment

in any of the jurisdictions in which

wecurrently operate, or may wish

tooperate, changes in a way that

has an adverse effect on our

business or operations, through

reduction in revenue, increases in

costs, or increases in capital and

liquidity requirements.

Our Risk Appetite Statement (RAS)

details the acceptable levels of risk

towhich we are willing to be exposed,

soas to allow for a profitable business.

The RAS is supported by Key Risk

Indicators (KRIs) that are used to identify

instances which require escalation

andinvestigation.

KRIs consist of two distinct categories:

1. Board-Approved Limits (BALs)

Board approved thresholds and

limitsare set which serve to raise

awareness of increased levels of risk.

Early warning (Amber) thresholds

areused to highlight increasing risk

exposure, enabling action to be taken

prior to exceeding a pre-defined risk

limit (Red).

4. Conduct and operational risk

The risk that our conduct poses

tothe achievement of fair outcomes

for consumers or the financial

markets. The risk of loss resulting

from inadequate or failed internal

processes, people, systems

orexternal events.

Within each of these broad

categories the taxonomy identifies

more detailed risks as outlined in the

tables on the following pages (48-53).

It is the responsibility of the risk

owner to manage and explain what

actions have been taken once an

Amber threshold has been breached.

All efforts must be made to avoid

aRed breach. In the event of a

Redbreach, action must be taken,

without discretion, to ensure

wecome back insidethe BAL.

Anexplanation must be provided

tothe Board detailing the matter

andwhy the BAL was breached.

2. Escalation thresholds

For risks where limits cannot be

set,abreach of a defined Amber

threshold triggers escalation to

management, which should result

inconsideration being given as to

what appropriate actions, if any, are

taken.Red threshold breaches are

reported to the Group Board either

immediately or on a monthly basis,

depending on whether the KRI has

been flagged for immediate

escalation by the Board.

2. Commercial risk

The risk that our performance

isaffected by adverse market

conditions, failure to adopt an

effective business strategy

orcompetitors offering more

attractive products or services.

3. Business model risk

The risk we face arising from

thenature of our business and

business model, including market,

credit and liquidity risks and capital

adequacy adherence.

Risk

Threshold

Risk

Tolerance

Risk

Appetite

IG GROUP HOLDINGS PLC ANNUAL REPORT 202248

STRATEGIC REPORT

Principal Risks

1. Regulatory environment risk

Regulatory risk

Risk

We are subject to enhanced regulatory scrutiny

andtherefore face a higher chance of investigation,

enforcement or sanction by financial services

regulators. This may be driven by internal factors,

suchas the strength of our control framework or its

interpretation, or the awareness, understanding or

implementation of relevant regulatory requirements.

This risk can also arise from external factors, such as

the current and changing priorities of our regulators’

policy and supervision departments.

Mitigation and controls

¼ Monitor operations to ensure they adhere to regulatory requirements and standards

¼ Continuously review all regulatory incidents and breaches

¼ Define and embed policies and procedures across the Group to ensure regulatory

compliance

Regulatory change

Risk

We operate across highly regulated environments

which are continually evolving, and face the risk of

governments or regulators introducing legislation

ornew regulations and requirements in any of the

jurisdictions in which we operates. This could result

inan adverse effect on our business or operations,

through reduction in revenue, increases in costs

orincreases in capital and liquidity requirements.

Mitigation and controls

¼ Maintain strong relationships with key regulators and actively seek to converse in an effort

to keep abreast of, contribute to and correctly implement regulatory changes

¼ Monitor relevant public statements by regulators that affect our industry

¼ Maintain current and emerging risk reports which timeline incoming changes

Tax

Risk

The risk of significant adverse changes in the manner

in which we are taxed.

Examples of tax risks we face include the risk of

theimposition of a financial transactions tax, which

could severely impact the economics of trading and

developments in international tax law, which in turn

could impact the amount of tax that we pay.

Mitigation and controls

¼ Monitor developments in international tax laws to ensure continued compliance and that

stakeholders are aware of any significant adverse changes that might impact us

¼ Where appropriate and possible, collaborate with tax and regulatory authorities to

provide input on tax policy, or changes in law

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 49

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

2. Commercial risk

Strategic delivery

Risk

The risk that our competitive position weakens

orprofits are impacted due to the failure to adopt

orimplement an effective business strategy,

includingthe risk of failing to appropriately

integratean acquisition.

Mitigation and controls

¼ The Board receive strategy updates from the Executive Directors throughout the year

detailing the strategic progress of the business

¼ Undertake external consultation and extensive market research in advance of committing

to any strategy in order to test and validate a concept

¼ Manage projects via a phased investment process, with regular review periods, in order

toassess performance and determine if further investment is justified

Financial market conditions

Risk

The risk that our performance is affected by client

sensitivity to adverse market conditions, making it

harder to recruit new clients and reducing the

willingness of existing clients to trade.

Mitigation and controls

¼ Review daily revenue, monthly financial information, KPIs and regular reforecasts

ofexpected financial performance

¼ Use forecasts to determine actions necessary to manage performance and

productsindifferent geographical locations, with consideration given to changes

inmarket conditions

¼ Regularly update investors and market analysts on revenue performance, and engage

with them to manage the impact of market conditions on performance expectations

Competitor risk

Risk

We operate in a highly competitive environment and

seek to mitigate competitor risk by maintaining a clear

distinction in the market. This is achieved through

compelling and innovative product development and

quality of service, all while closely monitoring the

activity and performance of our competitors.

Mitigation and controls

¼ Monitor conduct to ensure we do not engage in questionable practices, regardless

ofwhether they would prove to be commercially attractive to clients

¼ Ensure that our product offering remains attractive, taking into account the other

benefits that we offer our clients, including brand, strength of technology and

servicequality

IG GROUP HOLDINGS PLC ANNUAL REPORT 202250

STRATEGIC REPORT

3. Business model risk

Market risk

Risk

The risk of loss due to movements in market prices

arising from our net position in financial instruments.

We seek to manage our market risk so our trading

revenue predominantly reflects client transaction fees

net of hedging costs and is not driven by market risk

gains or losses.

We are also exposed to interest rate risk through our

debt and holdings of cash and investments.

Mitigation and controls

¼ Use a real-time market position monitoring system

¼ Monitor market risk exposures with hourly scenario-based stress tests which analyse the

impact of potential stress and market gap events

¼ Take appropriate action to reduce risk exposures as required. If exposures exceed

pre-determined limits, hedging is undertaken to bring the exposure back within the limits

¼ Our framework consists of dynamic limits which can be fully utilised during market

opening hours and contract in less liquid periods. Market risk limits have been increased

over the year in line with the growth of the Group, bringing greater efficiency of

internalisation of client flow. All increases are reviewed and approved by the Board

Credit risk – Client

Risk

The risk that a client fails to meet their obligations

tous, resulting in a financial loss. Client credit risk

principally arises when a client’s total funds deposited

are insufficient to cover any trading losses incurred.

Mitigation and controls

¼ Set client margin requirements considering the market for each instrument, requiring

clients to deposit additional collateral or reduce positions where necessary

¼ Manage client credit risk in real time via our ‘Close-out monitor’ system. Monitor

andmanage client margin calls via automatic liquidation of account positions once

pre-determined account close-out levels are breached

¼ Offer risk management training to clients which encourages them to collateralise their

accounts at an appropriate level and set a level at which an individual deal will be closed

Credit risk – Financial institution

Risk

We have financial exposure to a number of financial

institutions, owing to the placement of financial

assetsat banks and the hedging of market risk in the

wholesale markets, which requires us to place margin

with our hedging brokers.

Mitigation and controls

¼ Perform credit reviews on financial institutional counterparties when a new relationship

isentered into; this is updated semi-annually (or ad hoc upon an event)

¼ Actively manage credit exposure to each of our broking counterparties, settling or

recalling balances at each broker on a daily basis in line with the collateral requirements

¼ Ensure the majority of deposits are demand or overnight deposits, enabling us to react

immediately to any deterioration in credit quality

Liquidity

Risk

This is the risk that the we are unable to meet our

financial obligations as they fall due.

Mitigation and controls

¼ Manage liquidity within the UK Defined Liquidity Group (UK DLG) comprising of IG Markets

(IGM), IG Index (IGI) and IG Trading and Investments (IGT&I)

¼ The UK DLG carries out a liquidity assessment each year to ascertain if it has sufficient

liquidity to continue in operation under liquidity stress and provides mitigating actions to

improve the liquidity position in these stress scenarios

¼ Mitigate liquidity risk through access to committed unsecured bank facilities and debt

Capital adequacy

Risk

The risk that the we hold insufficient capital to

cover our risk exposures and have to curtail or

cease operations.

We are supervised on a consolidated basis by the UK’s

FCA and our global entities’ operations are directly

authorised by the respective local regulators.

Mitigation and controls

¼ Manage capital resources with the objectives of facilitating business growth, maintaining

our dividend policy and complying with the regulatory capital resource requirements

¼ Undertake an annual capital assessment and apply a series of stress-testing scenarios to

our base financial projections, approved by the Board

¼ Operate a monitoring framework over our capital resources and minimum capital

requirements daily

Principal Risks continued

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 51

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

4. Conduct and operational risk

Platform outage

Risk

The risk that clients are unable to trade on the

platform due to an operational outage and the risk

that our operations are affected due to inadequate

disaster recovery capabilities and delays in our ability

to recover within appetite.

Mitigation and controls

¼ Maintain a 24/7 Incident Management function to manage the resolution of incidents.

¼ Perform regular disaster recovery capability testing to ensure that standby services are

effective and minimise the impact to operations

¼ Apply denial-of-service (DOS) protection against cyber-attacks that would impact

platform availability

¼ Maintain a Change Management function which undertakes risk assessments and utilises

defined maintenance windows to protect core trading periods and client impact

System performance and capacity issues

Risk

The risk that system capability limitations or

unexpected client activity results in degradation of

client platforms or internal business service to clients.

We need to ensure we have sufficient capacity to flex

with client demand.

Mitigation and controls

¼ Undertake regular performance and capacity stress testing to ensure our platforms have

sufficient headroom and resilience to perform in times of heightened volatility and

increased demand

¼ Maintain an Enterprise Change function to manage business change and the

development of new products and services

¼ Maintain a Quality Assurance function to test and identify system defects through the

development lifecycle and resolve these before they impact applications

Information security

Risk

This is the risk of data loss that results in a regulatory

breach or fine. This can be due to employee or vendor

activity, non-compliance with data regulations,

cyber-attack or data integrity issues.

Mitigation and controls

¼ Maintain a 24/7 Security Operations Centre for the review and triage of information

security incidents, and employ mitigation services for threats such as hacking, malware,

data loss and data gathering

¼ Host a dedicated Information Security Forum, through which senior management are

updated on the strategy and progress of the Information Security Programme and the

status of threats and risks

Employee working conditions issues

Risk

The risk that we have inadequate employment

practices which are detrimental to staff or can create

conflict with the business. Employees should be

confident that they work in a safe environment.

Mitigation and controls

¼ Continuously refresh our employment policies and processes to ensure they match

thelatest industry standards and best practices

¼ Obtain regular feedback from staff members on employment practices and

working conditions in order to assess and improve our practices and continue

to be a top employer

¼ Undertake annual engagement surveys to identify any employee dissatisfaction which

can then be investigated and improved upon

¼ Purchase suitable insurance programmes which cover employee requirements globally

IG GROUP HOLDINGS PLC ANNUAL REPORT 202252

STRATEGIC REPORT

4. Conduct and operational risk continued

Trading issues

Risk

The risk related to any issues with the processes

around our internal hedging and client trading. This

also considers how we process clients’ corporate

action events, dividends and stock transfers.

Mitigation and controls

¼ Internalise client flow and hedge efficiently with return to volume of client income being

akey monitoring metric

¼ Put in place market risk limits and have very low tolerance for operational issues that

result in a market risk loss

¼ Strictly adhere to best execution rules which are monitored through the Best Execution

Committee, applying the highest standards to all jurisdictions in which we operate

¼ Take a ‘follow the sun’ approach with trading desks located in Australia and London with

shift patterns

Client management issues

Risk

This is the risk related to the operational and

conductissues in the client lifecycle spanning from

the customer agreement, account set-up, interaction

with us, and appropriateness of account types and

product offerings.

Mitigation and controls

¼ Regular assessments of services which have been identified as being critical to clients

and are required to be operationally resilient, with single points of failure identified

and back-ups set in place

¼ Cross-team training to ensure resources are adequate to flex with demand

¼ Establish KPIs to monitor levels of service provided, and invite clients to provide feedback,

with any issues identified being investigated

Financial crime

Risk

The failure to identify and report financial crime, and

inadequate client due diligence and oversight, can

result in a breach of regulatory requirements. Clients

may attempt to use us to commit fraud or launder

money, third parties may try to extract client or

corporate funds, and employees could misappropriate

funds if an opportunity arose.

Mitigation and controls

¼ Have a mature control framework for identifying suspicious transactions related

to market abuse which must then be reported on

¼ Establish appropriate onboarding processes for different clients and vendors with

anenhanced due diligence process

¼ Ensure Group policies and processes have segregated duties to ensure adequate

oversight and control over internal fraud

Principal Risks continued

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 53

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

Business support process issues

Risk

The risk that inadequate business processes and

oversight can lead to internal issues within the

business. These can relate to inaccurate or late client

money or asset management, mismanaged corporate

cash, unintentional breach of market risk limits,

incorrect revenue calculation or allocation, or

incorrect or late payroll processing.

Mitigation and controls

¼ Our operational risk framework ensures the control environment is monitored

and aim toreduce the operational events which occur

¼ Escalation procedures efficiently manage the occurrence of these risks

¼ Specific committees and audits monitor topics such as client money and

asset management

¼ Ensure correct resourcing to flex with client volumes and monitor attrition rates

at a functional level

Financial integrity and statutory reporting issues

Risk

The risk of production issues which could lead

tountimely, incomplete or inaccurate Financial

Statements, transaction reporting, tax filing,

regulatory capital, financial crime reporting

and forecasting. Any issues or errors can

have a detrimental impact on clients, markets

and shareholders.

Mitigation and controls

¼ Monitor and enhance our control environment, which aims to reduce the number,

size of and impact of these events which occur

¼ Implement escalation procedures to efficiently manage the occurrence of these risks

¼ Specific steering committees help manage areas such as transaction reporting, financial

crime reporting, financial reporting and forecasting, Internal Capital Adequacy and Risk

Assessment (ICARA) production and annual report production

Threats to employees and assets

Risk

The risk related to dangers to employees and damage

to physical and non-physical property or assets from

natural or non-natural external causes. We recognise

the growing risks associated with climate change and

a warming planet. These include the physical risks

from changing weather patterns, and the transition

risks arising from movement towards a less polluting,

greener economy.

Mitigation and controls

¼ Secure data centres and offices and with state-of-the-art cyber security and fire safety

protocols in place

¼ Purchase suitable commercial insurance globally for assets and each of our premises

¼ Engage with an external environmental consultant to help conduct climate-related risk

assessments bi-annually

IG GROUP HOLDINGS PLC ANNUAL REPORT 202254

STRATEGIC REPORT

Going Concern and Viability Statement

Going Concern

The Group meets its day-to-day working

capital requirements through its

available liquid assets and committed

banking facilities. The Group’s liquid

assets exclude all monies held in

segregated client money accounts.

In assessing whether it is appropriate

to adopt the going concern basis in

preparing the Financial Statements,

the Directors have considered the

resilience of the Group, taking account

of its liquidity position and cash

generation, the adequacy of capital

resources, the availability of external

credit facilities and the associated

financial covenants, stress-testing of

liquidity and capital adequacy that

takes into account the principal risks

faced by the business, in addition to the

impact of the tastytrade acquisition.

Further details of these principal

risks and how they are mitigated and

managed is documented in the Risk

Management section on page 46.

The Directors’ assessment has

considered future performance,

solvency and liquidity over a period of

at least twelve months from the date

ofapproval of the Financial Statements.

The Board, following the review by the

Audit Committee, has a reasonable

expectation that the Group has

adequate resources for that period, and

confirm that they consider it appropriate

to adopt the going concern basis in

preparing the Financial Statements.

Viability Statement

The UK Corporate Governance Code

(the Code) requires the Directors

to make a statement regarding the

viability of the Group, including

explaining how they have assessed the

prospects of the Group, the period of

time over which they have made the

assessment and why they consider

that period to be appropriate.

The Group has a forecasting and

planning cycle consisting of a strategic

plan, an annual budget for the current

year and financial projections for a

further three years. The output from this

business planning process is used in the

Group’s capital and liquidity planning,

and the most recent forecasts are for

the four-year period ending May 2026.

The Group’s revenue, which is driven by

client transaction fees, has continued to

benefit from financial market volatility

over the course FY22, along with the

revenue generated following the

acquisition of tastytrade. Projections of

the Group’s revenue have conservatively

considered financial market volatility

returning to normal levels throughout

the four-year period. Projections also

include assumptions on interest rates

that will result in increased interest on

client funds in the tastytrade business.

The Group has conservatively excluded

the impact of potential interest rate rises

on its business outside of the US.

The four-year forecasting period is the

length of time over which the Board

strategically assesses the business and

the period of time over which the Board

would typically look for investments to

pay back.

No significant changes to regulatory

capital and liquidity requirements have

been assumed over the forecasting

period. The Group is subject to the

new IFPR which has not resulted in

a significant change in the Group’s

capital and liquidity requirements and

resources since its introduction on

1 January 2022. As the risk profile of

tastytrade is similar to the Group, it

has not contributed to a significant

increase in capital requirements since

acquisition, although the payment to

acquire tastytrade did result in a one-

off reduction in capital resources.

The first year of the planning period

has a greater degree of certainty. It is

therefore used to set detailed financial

targets across the Group. It is also used

by the Remuneration Committee to set

targets for the annual incentive scheme.

Caution about the degree of certainty

needs to be exercised – in the short

term, the performance of the Group’s

business is impacted by influences such

as market conditions and regulatory

changes that it cannot control.

The further three-year period provides

less certainty of outcome, but provides

a robust planning tool against which

strategic decisions can be made. These

forecasts are also considered when

setting targets for the executive and

senior management share plans.

The Group undertakes stress testing on

these forecasts through the Individual

Liquidity Adequacy Assessment

(ILAA), Internal Capital Adequacy

Assessment Process (ICAAP) and

Recovery Plan, providing the Board with

a robust assessment of the possible

consequences of principal risks facing

the Group, including those that would

threaten its business model, future

performance, solvency and liquidity.

The introduction of the IFPR for FCA-

regulated investment firms from 1st

January 2022 means that in future

periods, the Group will perform an

ICARA that will combine the ICAAP,

ILAA and Recovery Plan processes.

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022 55

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

The types of scenarios used include the

collapse of a major financial services

firm, an unexpected global economic

event followed by a market dislocation

and operational IT failures. The stress

tests evaluate the impact of the

scenarios on the relevant principal risks

captured by the Group’s Risk

Management Framework.

Additionally, the Group has undertaken

reverse stress testing to understand

the circumstances under which the

Group’s business model is no longer

viable. This information is used to ensure

the relevant risks are sufficiently well-

understood and appropriately managed.

Scenarios are reviewed at least annually

to ensure they remain relevant, with

any updates being incorporated

into the ICARA accordingly.

The Group has undertaken extensive

modelling and analysis for potential

changes in the regulatory landscape, in

order to prepare the financial forecasts,

and there is a range of potential

outcomes. The Group is planning

investments in new countries and in new

products, that may be less successful

than assumed by the financial forecasts

and that are dependant on regulatory

applications being successful.

The Directors are satisfied that these

and other uncertainties have been

assessed, and that the financial

forecasts reflect an appropriate balance

of the potential outcomes.

The Group continues to actively

monitor and refine its comprehensive

business continuity plan which was

successfully implemented at the onset

of the Covid-19 pandemic during

FY20. The Group’s significant long-

term investment in communications

and technology infrastructure has

enabled the Group to transition to

a hybrid-working environment, with

all employees given the opportunity

to work safely from home, and IG

continues to provide the best possible

service for its clients when they choose

to trade the financial markets.

The conflict in Ukraine has had minimal

impact on the commercial operations

of the Group and steps were taken

in the early stages to minimise any

prospective future exposure to

sanctions on clients and suppliers.

Additional employee support has

been provided to employees based

in Poland, many of whom have been

assisting refugees arriving from

neighbouring Ukraine, to ensure their

continued health and wellbeing.

Overall the Directors consider the

Group well-placed to manage its

business risks successfully, having taken

into account the current economic

outlook, the possible consequences

of principal risks facing the business in

severe but plausible scenarios, and the

effectiveness of any mitigating actions

on the Group’s profitability and liquidity.

The Group’s business model provides

the Directors with comfort that the

business is being run in a sustainable

way, acting in the interests of its clients

and acting responsibly in managing

relationships with other stakeholders.

The Board regularly assesses the

principal risks facing the Group. These

risks include regulatory, legislative, or

tax changes which may detrimentally

impact our business in the jurisdictions

we operate or seek to operate in. In

particular a change that impacts on the

Group’s ability to sell or trade OTC

derivatives may have a fundamental

effect on the viability of the Group and

its businesses. Further details of these

principal risks and how they are

mitigated and managed is documented

in the Risk Management section on

pages 48 to 53. The Board receives

reports on these and new emerging

risks through the Risk Management

Framework. On the basis of these and

other matters considered and reviewed

by the Board during the year, the

Directors have reasonable expectations

that the Group will be able to continue in

operation and meet its liabilities as they

fall due over the four-year period ending

31 May 2026.

The Strategic Report up to and including

page 55 was approved for issue by the

Board on 20 July 2022 and signed on its

behalf by:

Charles A Rozes

Chief Financial Officer

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Governance at a Glance

A strong core is

the key to success

Statement of compliance

During FY22, we have applied the principles and complied

with all the provisions of the Code. The Governance Report,

which includes the principal Committee Reports listed

onpage 64, outlines the key features of the Corporate

Governance Framework and sets out how the Group has

applied the principles of the Code.

A copy of the Code is available on the Financial Reporting

Council’s (FRC’s) website at www.frc.org.uk.

Annual General Meeting

The Board is looking forward to meeting shareholders,

hearing their views and answering their questions at this

year’s Annual General Meeting (AGM), which will be held

on21 September 2022.

Further information about our AGM arrangements will

be set out in the Notice of AGM.

Key decisions

¼ Approved a £1 billion EMTN Programme

(pages 24 to 25)

¼ Approved the sale of Nadex and Small Exchange

(page 25)

¼ Pledged 1% of post-tax profits to charitable

causes from 2022 to 2025 (page 25)

¼ Appointed Susan Skerritt as a Non-Executive

Director (pages 76 and 77)

¼ Established a North American Board,

IGNA (pages 58 and 59)

¼ Approved the Group’s Equality, Diversity and

Inclusion strategy

¼ Approved the Group’s Financial Education

strategy (page 110)

Independent Chair 1

Executive Directors 3

Independent Non-Executive Directors 8

0–3 years 7

3–6 years 3

Over 6 years 2

Female 4

Male 8

Ethnically diverse 3

White 9

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

The Board

Composition of the Board

Length of tenure

Gender

Ethnicity

GOVERNANCE REPORT

Chair’s

Introduction

to Corporate

Governance

Mike McTighe, Chair of the

Board, gives his introduction

tocorporate governance in

respect of the financial year.

During the year, the Board has been

ableto come together again in person,

whichhas enabled us to consolidate the

building blocks put in place last year as

we become an ever-more cohesive and

effective Board.

In support of the acquisition of

tastytrade, the Board took the

opportunity to review the governance

arrangements in the US to optimise

oversight and support of the US

companies by the wider IG Group. The

Board decided that a North American

Board should focus on governance,

regulation and compliance in particular.

The IGNA Board is chaired by IGGH

Non-Executive Director Malcolm Le May

and comprises IGGH Non-Executive

Director Susan Skerritt, IGGH Executive

Director Charlie Rozes and Joe (JJ)

Kinahan, the regional CEO for North

America. In the year ahead, governance

arrangements for IGNA will remain

under review as the business develops,

to ensure that optimal governance is in

place to support the region’s success.

During the financial year, a new UK

regulated entity, IGT&I received FCA

authorisation. In the early part of FY23,

IG’s UK non-leveraged business,

currently within IGM will be transferred

to this entity, allowing IGM to focus on

the CFD business, including external-

hedging arrangements. As with our

other UK-regulated entities, IGM and IGI,

the Board of IGT&I will mirror that of

IGGH, with Non-Executive Directors

providing enhanced oversight, and

support and meetings for all four boards

being held concurrently.

We have made significant progress during the

year to implement governance best practice,

but there is still more work to be done as we

strive to become ‘best in class’.”

Mike McTighe

Chair

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Governance structure

To ensure Board discussions are of

appropriate length and with the right

balance of time spent on historical,

current and forward-looking agenda

items, we have reviewed the Terms of

Reference of each of our Committees

and ensured that as much delegation

asappropriate has been made. We also

delegated some of IGGH’s authority to

the IGNA Board. All of this is to ensure

we are making the most effective use of

our time, moving governance oversight

closer to our individual businesses

where it is proportionate to do so and

generally instilling good governance

atthe heart of our businesses

andprocesses.

The Board remains committed to

ensuring the highest standards of

governance throughout the organisation

and continuously strengthening our

governance arrangements, as you will

see reflected in the following pages of

this report. As a key part of this, our

ESG Committee goes from strength

to strength as we embed ESG values

into the heart of everything we do and

deliver on our commitment to donate

the equivalent of 1% of prior-year post-

tax profits to the Brighter Future Fund.

Board and Committee changes

During the year, we have welcomed

Susan Skerritt (appointed to the Board

in July 2021) as a Non-Executive Director

of the Company. Susan is an established

Non-Executive Director and a US

resident. She brings significant financial

markets experience working with

US-based companies and regulators.

That experience and local knowledge

is already proving invaluable to us as

we increase our focus on the US. Susan

is a member of both the IGNA Board

and the IGGH Board Risk Committee.

A particular focus for the Board has

been developing strong working

relationships and getting to know

each other in order to work together

effectively. While the Board has

continued to work together effectively

remotely throughout the restrictions

imposed by the Covid-19 pandemic,

we have been particularly pleased

to be able to come back together in

person, which has helped to deepen

these relationships. Newer Directors

to the Board have benefited from

in-depth ‘deep-dive’ sessions to help

them understand our operations

and culture, and build stronger

relationships withmanagement.

A review of the effectiveness of the

Board, its Committees and individual

Directors was undertaken by the

Company, with facilitation from

Lintstock, an independent consultancy.

The evaluation showed that the Board

has performed well as a collaborative

team and continues to build good-

quality relationships between ourselves

and with management.

During the year we progressed the

actions from the 2021 evaluation,

including consideration of the structure

and frequency of Board and Committee

meetings and holding additional

workshops in between formal meetings

to provide the Non-Executive Directors

with more in-depth and focused

sessions into key areas of the Group’s

activities. Further details can be found

on page 70.

Outside of Board meetings, we held a

number of additional in-depth strategy

sessions on a range of topics to support

the Board in their knowledge and

understanding of our operations,

particularly from an international

perspective, focusing in on each

ofthegeographic regions.

Diversity, inclusion and equality

The Board is committed to having

adiverse and inclusive membership,

which helps us to make good

decisions by having a broad range

of perspectives. I’m pleased that

we continue to meet the Hampton-

Alexander target of at least one-third

female representation on the Board

and exceed the Parker Review target

of one ethnic minority Director on the

Board well ahead of the 2024 deadline.

The Board currently consists of nine

Non-Executive Directors and three

Executive Directors. While the Executive

Directors run the operational aspects

ofthe business on a day-to-day basis,

theNon-Executive Directors provide

appropriate guidance, challenge

andsupport.

Priorities for the year ahead

Following the establishment of the IGNA

Board, as anticipated, a project has

begun to review the Board structures

for our other Regulated Entities across

the globe through the creation of a new

Subsidiary Governance Framework

that also supports our business

model. Regional CEOs and leadership

teams will be attending IGGH Board

meetings and every financial year

the Board will visit one of the regions,

starting with North America in FY23.

As a purpose-led global fintech,

we continue to power the pursuit

of financial freedom for the

ambitious, growing and becoming

an ever more global, diversified

and sustainable business.

Following strong performance in

FY22, we continue to stand out from

other companies, as we strive to

make a difference for our clients and

for the wider societies in which we

operate. Wehave made significant

process during the year to implement

governance best practice, but there

is still more work to be done as we

strive to become ‘best in class’.

Mike McTighe

Chair

20 July 2022

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

The Board

as at the date of this Report

The Board is responsible for

determining the Group’s

strategy and for promoting our

long-term success, through

creating and delivering long-

term value for shareholders.

Mike McTighe

Chair

June Felix

Chief Executive Officer

Charlie Rozes

Chief Financial Officer

Jon Noble

Chief Operating Officer

Jonathan Moulds

Senior Independent

Non-Executive Director

Rakesh Bhasin

Non-Executive Director

Nationality: British

Ethnicity: White

Time on Board: Two years

(Appointed 3 February 2020)

Nationality: American

Ethnicity: Chinese

Time on Board: Six years

(Appointed Non-Executive Director

on4 September 2015; and CEO on

30 October 2018)

Nationality: British/American

Ethnicity: White

Time on Board: Two years

(Appointed 1 June 2020)

Nationality: British

Ethnicity: White

Time on Board: Four years

(Appointed 1 June 2018)

Nationality: British

Ethnicity: White

Time on Board: Three years

(Appointed 20 September 2018)

Nationality: American/British

Ethnicity: Indian

Time on Board: Two years

(Appointed 6 July 2020)

Committee membership:

None

Committee membership:

Mike has a wealth of leadership,

board and regulatory experience

from both public and private

companies. Mike is the Chair of

Openreach Limited and Together

Financial Services Limited. For

over 20 years he has held various

non-executive director roles in a

range of regulated and unregulated

industries while also spending eight

years on the board of Ofcom and one

year on the board of Postcomm.

Mike has held many chairships over

the years, including chairing several

UK and US public company boards.

Mike spent most of his executive

career at Cable and Wireless,

Philips, Motorola and GE.

Mike holds a BSc(Eng) honours

degree in Electrical Engineering.

June was appointed as CEO on

30 October 2018, having previously

served as a Non-Executive Director

of the Company since 4 September

2015. June has had a successful

career, growing and leading

global financial services and tech

companies, and living and working

inHong Kong, London and New York.

June brings to the role over 25 years’

experience in both the finance

and digital technology sectors.

June is a Non-Executive Director

of RELX PLC and also sits on the

Board of Advisors of the London

Technology Club. June has no other

current external appointments.

Until the sale of Verifone Inc., June

was President of Verifone Europe

and Russia with responsibility for

over 2,000 employees with the

operation of the business throughout

those territories. Prior to her role

at Verifone, June held various

executive management positions

at a number of large multi-national

businesses. These included Citibank

where she was Managing Director

of Global Healthcare, Citi Enterprise

Payments, IBM Corporation where

she was Global General Manager

for the Global Banking and Financial

Markets industry sector, and Chase

Manhattan Bank where she was APAC

Region Head of GPTS. June has also

worked as a strategy consultant at

Booz, Allen & Hamilton, in strategy

roles at Chase Manhattan Bank, and

as Chief Executive Officer of Certco,

a risk management technology

firm for global broker dealers.

June graduated from the University

of Pittsburgh with a summa cum

laude (first class honours) degree in

Chemical Engineering and Pre-Med.

Charlie was appointed as

CFO on 1 June 2020.

Charlie has a proven track record

of, and accountability for, financial

control and reporting, accounting,

tax, M&A, investor relations, risk

and compliance, and audit. He

is a highly experienced finance

leader having held other executive

director roles in the financial

services sector prior to joining

IG, and having driven a number of

substantial change programmes

both in the UK and internationally.

Charlie began his professional career

with PricewaterhouseCoopers LLP,

and became a Partner in 2001 in

the US management consulting

practice. Following that he held

senior executive roles at IBM and

Bank of America. In 2007, he joined

Barclays plc where he was the Chief

Financial Officer of Barclays UK Retail

and Business Bank, and became the

Global Head of Investor Relations in

September 2011 until August 2015.

He was the Group Finance Director

at Jardine Lloyd Thompson plc from

September 2015 until April 2019

when it was acquired by Marsh

& McLennan Companies Inc.

Charlie has no current

external appointments.

Charlie has an undergraduate

degree from Tufts University

and an MBA from the Southern

Methodist University.

Jon was appointed COO on 14 June

2019 with responsibility for Trading

and Operations, and is a member of

the Executive Committee. Jon also

leads the business change office and

chairs a number of the Company’s

management committees. Jon

is also a standing attendee of

the Board ESG Committee,

providing Executive guidance.

Jon first joined IG in 2000 as a trainee

dealer, rising to Dealing Director in

2007. In 2010, Jon became Dealing

& Operations Director and in 2012

was appointed Chief Information

Officer. In 2015, Jon was appointed

as Head of IG’s Delivery pillar. He

was appointed to the Board as Chief

Information Officer on 1 June 2018.

As Chief Information Officer,

Jon had responsibility for setting

and delivering our IT strategy,

delivery of all programmes of work

and for keeping the production

environment stable and secure. He

was responsible for IG’s IT systems,

including its client interface systems.

Jon has no current external

appointments.

Jon graduated from Durham

University with a degree in Economics

and obtained an Executive MBA from

London Business School in 2007.

Jonathan is the Chair of Citi Group’s

largest global subsidiary CGML and

is also the Chair of Litigation Capital

Management Limited, an AIM-listed

litigation finance company. He has

extensive experience in financial

markets and has worked in the US,

Asia and the UK during his career. He

served as the Group Chief Operating

Officer of Barclays plc until 2016.

Prior to Barclays, Jonathan had a

20-year career with Bank of America

and was Chief Executive Officer of

Merrill Lynch International following

the merger of the two institutions in

2008, with responsibility for Bank of

America’s European businesses. He

was a member of Bank of America’s

Global Operating Committee.

Jonathan has served widely on key

industry associations including as

Chair of the International Swaps

and Derivatives Association (ISDA)

from 2004 until 2008, and as a

Director of the Association for

Financial Markets in Europe (AFME).

He remains a member of AFME’s

Advisory Board. Jonathan was a

member of the Capital Markets

Senior Practitioners of the UK

Financial Services Authority and the

Global Financial Markets Association.

Jonathan has a first-class honours

in Mathematics from the University

of Cambridge. He was also awarded

a CBE in the 2014 Honours List

for services to philanthropy.

Rakesh brings extensive technology

and global markets experience,

specifically in Asia-Pacific. He is a

Non-Executive Director for a portfolio

of companies in multiple sectors

and is also Chair of CMC Networks,

aCarlyle Group investment company

based in Africa, focused on providing

telecommunications services

across Africa and the Middle East.

In his executive career, Rakesh

was the Chief Executive Officer

and a member of the Board of Colt

Technology Services, a Fidelity-

owned company providing network,

voice and data centre services

globally. Rakesh was appointed

into the role of Chief Executive

Officer in December 2006 and

completed his tenure at the end of

2015, concluding his secondment

from Fidelity. Concurrently, he was

Non-Executive Chair of KVH, an

Asian-based technology company

with headquarters in Tokyo and

operations in Hong Kong, Seoul and

Singapore, and Non-Executive Chair

of Market Prizm, a financial services-

focused technology company.

Rakesh has also previously held

senior positions within AT&T,

including Head of AT&T Asia-

Pacific’s managed network services

business and President, AT&T

Japan Limited. He was also formerly

Senior Managing Director of Japan

Telecom Company Limited.

Rakesh has a BSc in Electrical

Engineering from George

Washington University.

Committee membership

Audit Committee

Board Risk Committee

Disclosure Committee

ESG Committee

Nomination Committee

Remuneration Committee

Chair of the Committee

(in the colour of the relevant Committee)

Former Directors who served during the year

Bridget Messer

Bridget stepped down from the Board on 22 September 2021.

Lisa Pollina

Lisa stepped down from the Board on 9 July 2021.

FIND OUT MORE AT

IGGROUP.COM/ABOUTUS/LEADERSHIP

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Mike McTighe

Chair

June Felix

Chief Executive Officer

Charlie Rozes

Chief Financial Officer

Jon Noble

Chief Operating Officer

Jonathan Moulds

Senior Independent

Non-Executive Director

Rakesh Bhasin

Non-Executive Director

Nationality: British

Ethnicity: White

Time on Board: Two years

(Appointed 3 February 2020)

Nationality: American

Ethnicity: Chinese

Time on Board: Six years

(Appointed Non-Executive Director

on4 September 2015; and CEO on

30 October 2018)

Nationality: British/American

Ethnicity: White

Time on Board: Two years

(Appointed 1 June 2020)

Nationality: British

Ethnicity: White

Time on Board: Four years

(Appointed 1 June 2018)

Nationality: British

Ethnicity: White

Time on Board: Three years

(Appointed 20 September 2018)

Nationality: American/British

Ethnicity: Indian

Time on Board: Two years

(Appointed 6 July 2020)

Committee membership:

None

Committee membership:

Mike has a wealth of leadership,

board and regulatory experience

from both public and private

companies. Mike is the Chair of

Openreach Limited and Together

Financial Services Limited. For

over 20 years he has held various

non-executive director roles in a

range of regulated and unregulated

industries while also spending eight

years on the board of Ofcom and one

year on the board of Postcomm.

Mike has held many chairships over

the years, including chairing several

UK and US public company boards.

Mike spent most of his executive

career at Cable and Wireless,

Philips, Motorola and GE.

Mike holds a BSc(Eng) honours

degree in Electrical Engineering.

June was appointed as CEO on

30 October 2018, having previously

served as a Non-Executive Director

of the Company since 4 September

2015. June has had a successful

career, growing and leading

global financial services and tech

companies, and living and working

inHong Kong, London and New York.

June brings to the role over 25 years’

experience in both the finance

and digital technology sectors.

June is a Non-Executive Director

of RELX PLC and also sits on the

Board of Advisors of the London

Technology Club. June has no other

current external appointments.

Until the sale of Verifone Inc., June

was President of Verifone Europe

and Russia with responsibility for

over 2,000 employees with the

operation of the business throughout

those territories. Prior to her role

at Verifone, June held various

executive management positions

at a number of large multi-national

businesses. These included Citibank

where she was Managing Director

of Global Healthcare, Citi Enterprise

Payments, IBM Corporation where

she was Global General Manager

for the Global Banking and Financial

Markets industry sector, and Chase

Manhattan Bank where she was APAC

Region Head of GPTS. June has also

worked as a strategy consultant at

Booz, Allen & Hamilton, in strategy

roles at Chase Manhattan Bank, and

as Chief Executive Officer of Certco,

a risk management technology

firm for global broker dealers.

June graduated from the University

of Pittsburgh with a summa cum

laude (first class honours) degree in

Chemical Engineering and Pre-Med.

Charlie was appointed as

CFO on 1 June 2020.

Charlie has a proven track record

of, and accountability for, financial

control and reporting, accounting,

tax, M&A, investor relations, risk

and compliance, and audit. He

is a highly experienced finance

leader having held other executive

director roles in the financial

services sector prior to joining

IG, and having driven a number of

substantial change programmes

both in the UK and internationally.

Charlie began his professional career

with PricewaterhouseCoopers LLP,

and became a Partner in 2001 in

the US management consulting

practice. Following that he held

senior executive roles at IBM and

Bank of America. In 2007, he joined

Barclays plc where he was the Chief

Financial Officer of Barclays UK Retail

and Business Bank, and became the

Global Head of Investor Relations in

September 2011 until August 2015.

He was the Group Finance Director

at Jardine Lloyd Thompson plc from

September 2015 until April 2019

when it was acquired by Marsh

& McLennan Companies Inc.

Charlie has no current

external appointments.

Charlie has an undergraduate

degree from Tufts University

and an MBA from the Southern

Methodist University.

Jon was appointed COO on 14 June

2019 with responsibility for Trading

and Operations, and is a member of

the Executive Committee. Jon also

leads the business change office and

chairs a number of the Company’s

management committees. Jon

is also a standing attendee of

the Board ESG Committee,

providing Executive guidance.

Jon first joined IG in 2000 as a trainee

dealer, rising to Dealing Director in

2007. In 2010, Jon became Dealing

& Operations Director and in 2012

was appointed Chief Information

Officer. In 2015, Jon was appointed

as Head of IG’s Delivery pillar. He

was appointed to the Board as Chief

Information Officer on 1 June 2018.

As Chief Information Officer,

Jon had responsibility for setting

and delivering our IT strategy,

delivery of all programmes of work

and for keeping the production

environment stable and secure. He

was responsible for IG’s IT systems,

including its client interface systems.

Jon has no current external

appointments.

Jon graduated from Durham

University with a degree in Economics

and obtained an Executive MBA from

London Business School in 2007.

Jonathan is the Chair of Citi Group’s

largest global subsidiary CGML and

is also the Chair of Litigation Capital

Management Limited, an AIM-listed

litigation finance company. He has

extensive experience in financial

markets and has worked in the US,

Asia and the UK during his career. He

served as the Group Chief Operating

Officer of Barclays plc until 2016.

Prior to Barclays, Jonathan had a

20-year career with Bank of America

and was Chief Executive Officer of

Merrill Lynch International following

the merger of the two institutions in

2008, with responsibility for Bank of

America’s European businesses. He

was a member of Bank of America’s

Global Operating Committee.

Jonathan has served widely on key

industry associations including as

Chair of the International Swaps

and Derivatives Association (ISDA)

from 2004 until 2008, and as a

Director of the Association for

Financial Markets in Europe (AFME).

He remains a member of AFME’s

Advisory Board. Jonathan was a

member of the Capital Markets

Senior Practitioners of the UK

Financial Services Authority and the

Global Financial Markets Association.

Jonathan has a first-class honours

in Mathematics from the University

of Cambridge. He was also awarded

a CBE in the 2014 Honours List

for services to philanthropy.

Rakesh brings extensive technology

and global markets experience,

specifically in Asia-Pacific. He is a

Non-Executive Director for a portfolio

of companies in multiple sectors

and is also Chair of CMC Networks,

aCarlyle Group investment company

based in Africa, focused on providing

telecommunications services

across Africa and the Middle East.

In his executive career, Rakesh

was the Chief Executive Officer

and a member of the Board of Colt

Technology Services, a Fidelity-

owned company providing network,

voice and data centre services

globally. Rakesh was appointed

into the role of Chief Executive

Officer in December 2006 and

completed his tenure at the end of

2015, concluding his secondment

from Fidelity. Concurrently, he was

Non-Executive Chair of KVH, an

Asian-based technology company

with headquarters in Tokyo and

operations in Hong Kong, Seoul and

Singapore, and Non-Executive Chair

of Market Prizm, a financial services-

focused technology company.

Rakesh has also previously held

senior positions within AT&T,

including Head of AT&T Asia-

Pacific’s managed network services

business and President, AT&T

Japan Limited. He was also formerly

Senior Managing Director of Japan

Telecom Company Limited.

Rakesh has a BSc in Electrical

Engineering from George

Washington University.

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

The Board continued

Andrew Didham

Non-Executive Director

Wu Gang

Non-Executive Director

Sally-Ann Hibberd

Non-Executive Director

Malcolm Le May

Non-Executive Director

Susan Skerritt

Non-Executive Director

Helen Stevenson

Non-Executive Director

Nationality: British

Ethnicity: White

Time on Board: Two years

(Appointed 19 September 2019)

Nationality: British

Ethnicity: Chinese

Time on Board: One year

(Appointed 30 September 2020)

Nationality: British

Ethnicity: White

Time on Board: Three years

(Appointed 20 September 2018)

Nationality: British

Ethnicity: White

Time on Board: Six years

(Appointed 10 September 2015)

Nationality: American

Ethnicity: White

Time on Board: One year

(Appointed 9 July 2021)

Nationality: British

Ethnicity: White

Time on Board: Two years

(Appointed 18 March 2020)

Committee membership:

Committee membership: Committee membership:

Andrew is currently Non-Executive

Director and Chair of GCP

Infrastructure Investments Limited,

a Director of N.M. Rothschild &

Sons Limited and is also Chair of

the N.M. Rothschild Pension Trust.

In 2017 Andrew was appointed to

the Board of Shawbrook Group plc

where he is a Non-Executive Director

and Chair of its Audit Committee.

From 2017 to 2021 Andrew was a

Non-Executive Director and, from

2017, Senior Independent Director of

Charles Stanley Group plc, where he

also served as Non-Executive Chair

of its principal operating company

Charles Stanley & Co. Limited. From

2017 to 2019 Andrew served as

Non-Executive Director and Chair

of the Audit and Risk Committees of

Jardine Lloyd Thompson Group plc.

Andrew was a Partner at KPMG from

1990 to 1997 and is a Fellow of the

Institute of Chartered Accountants

in England and Wales. Upon leaving

KPMG, Andrew served as Group

Finance Director of the worldwide

Rothschild group for 16 years

from 1997 to 2012. From 2012 he

has served as an Executive Vice

Chair in the Rothschild group.

Andrew has a BA(Hons) in

Business Studies (Finance).

Wu Gang has a strong strategic and

financial advisory background and

a wealth of international experience

gained from a career of over 25

years in investment banking in Asia

and Europe. He set up and led the

European investment banking team

at CLSA Securities, the international

investment banking platform of CITIC

Securities, from 2015 to January

2019. Prior to CLSA Securities,

he was head of M&A and General

Industrials at ICBC International. Wu

Gang also held senior level positions

at Royal Bank of Scotland, HSBC

and Merrill Lynch in Hong Kong and

London. He started his investment

banking career at Goldman Sachs.

Wu Gang is currently a Non-Executive

Director of Tritax Big Box REIT plc

and Ashurst LLP, where he is also

Chair of the Risk Committee, and

a senior adviser at Rothschild &

Co Hong Kong Limited. He served

as a Non-Executive Director and

member of the Remuneration

Committee of Laird plc from

January 2017 to June 2018.

Wu Gang has an MBA from INSEAD,

Fontainebleau, an MA in Asia Area

Studies from SOAS, University

of London, and a BA in English

and American Literature from

Fudan University in Shanghai.

Sally-Ann has a broad background

in financial services and technology.

She previously served as Chief

Operating Officer of the International

Division, and latterly as Group

Operations and Technology

Director, of Willis Group, held a

number of senior executive roles

at Lloyds TSB and was a Non-

Executive Director of Shawbrook

Group plc until January 2019.

Sally-Ann serves as a Non-Executive

Director of Simon Midco Limited

and the Co-operative Bank plc

where she is a member of its Audit,

Remuneration and Risk Committees.

In addition, Sally-Ann is a non-

executive member of the governing

body of Loughborough University.

Sally-Ann holds a BSc in Civil

Engineering from Loughborough

University and an MBA from

CASS Business School.

Malcolm has broad experience and

knowledge of the financial services

and investment sectors, along with

extensive experience on the boards

of publicly listed companies.

Malcolm was Remuneration

Committee Chair and Senior

Independent Director of IGGH from

September 2015 to September 2020.

Malcolm was appointed as Chief

Executive Officer of Provident

Financial plc in February 2018,

having previously been its Senior

Independent Director until November

2017 and, following the death of

its Chair, Interim Executive Chair.

Malcolm served as a Non-

Executive Director and Chair of

the Remuneration Committee of

Hastings Group Holdings plc prior

to his resignation in April 2018. He

also served as Senior Independent

Director of Pendragon plc, and

was a Non-Executive Director and

Chair of the Investment Committee

at RSA Insurance Group plc. Prior

to this, he held various executive

roles at Morgan Grenfell plc, Drexel

Burnham Lambert, Barclays de

Zoete Wedd Holdings, UBS AG,

ING Barings Limited, Morley Fund

Managers (now Aviva Investors)

and JER Partners Limited, where

he was European President and

Matrix Securities Limited.

Susan is an Independent Director

of Community Bank System, a

commercial bank providing services

across the north-eastern US, Tanger

Factory Outlet Centers, an owner and

operator of North American outlet

centres, and Falcon Group, a leading

worldwide inventory management

solutions business. Susan previously

served as Chair, CEO and President

at Deutsche Bank Trust Company

Americas, Non-Executive Director

to Royal Bank of Canada US Group

and Executive Board Member at

Deutsche Bank USA and Bank of

New York Mellon Trust Company.

Susan is a commercial banker,

industry consultant and corporate

treasury professional with expertise

in global financial markets, regulatory

matters and strategic project

management. Susan has chaired

and been a member of a number

of board committees during her

career, including Chair of the

Human Resources and Corporate

Governance Committee at Royal

Bank of Canada US Group. She is

currently Chair of the Audit and

Risk Committee at Falcon Group,

Chair of the Audit Committee of

Tanger Factory Outlet Centers and

a member of the Audit Committee

of the Community Bank System.

Susan is a Trustee of the

Village of Saltaire.

Susan has an MBA in Finance and

International Business from New

York University Stern School of

Business and a BA in Economics

from Hamilton College.

Helen brings extensive marketing

and digital experience from a

range of industries, together with

strong customer focus. Helen is

an experienced Non-Executive

Director with particular experience

regarding remuneration matters.

Helen is currently the Senior

Independent Director of Reach plc,

a Non-Executive Director of Skipton

Building Society, and Non-Executive

Director and Chair of RM plc.

Helen served on the board of Kin and

Carta from May 2012 to December

2021, where she was Remuneration

Committee Chair and Senior

Independent Director, and as Chief

Marketing Officer UK at Yell Group

plc from 2006 to 2012 and, prior

to this, served as Lloyds TSB Group

Marketing Director. Helen started

her career with Mars Inc., where

she spent 19 years, culminating

in her role as European Marketing

Director, leading category strategy

development across Europe.

Helen is a member of the Henley

Business School Strategy

Board, and serves as a Governor

of Wellington College.

Helen has a BA (Hons) Degree

in Chemical Engineering from

Cambridge University.

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Andrew Didham

Non-Executive Director

Wu Gang

Non-Executive Director

Sally-Ann Hibberd

Non-Executive Director

Malcolm Le May

Non-Executive Director

Susan Skerritt

Non-Executive Director

Helen Stevenson

Non-Executive Director

Nationality: British

Ethnicity: White

Time on Board: Two years

(Appointed 19 September 2019)

Nationality: British

Ethnicity: Chinese

Time on Board: One year

(Appointed 30 September 2020)

Nationality: British

Ethnicity: White

Time on Board: Three years

(Appointed 20 September 2018)

Nationality: British

Ethnicity: White

Time on Board: Six years

(Appointed 10 September 2015)

Nationality: American

Ethnicity: White

Time on Board: One year

(Appointed 9 July 2021)

Nationality: British

Ethnicity: White

Time on Board: Two years

(Appointed 18 March 2020)

Committee membership:

Committee membership: Committee membership:

Andrew is currently Non-Executive

Director and Chair of GCP

Infrastructure Investments Limited,

a Director of N.M. Rothschild &

Sons Limited and is also Chair of

the N.M. Rothschild Pension Trust.

In 2017 Andrew was appointed to

the Board of Shawbrook Group plc

where he is a Non-Executive Director

and Chair of its Audit Committee.

From 2017 to 2021 Andrew was a

Non-Executive Director and, from

2017, Senior Independent Director of

Charles Stanley Group plc, where he

also served as Non-Executive Chair

of its principal operating company

Charles Stanley & Co. Limited. From

2017 to 2019 Andrew served as

Non-Executive Director and Chair

of the Audit and Risk Committees of

Jardine Lloyd Thompson Group plc.

Andrew was a Partner at KPMG from

1990 to 1997 and is a Fellow of the

Institute of Chartered Accountants

in England and Wales. Upon leaving

KPMG, Andrew served as Group

Finance Director of the worldwide

Rothschild group for 16 years

from 1997 to 2012. From 2012 he

has served as an Executive Vice

Chair in the Rothschild group.

Andrew has a BA(Hons) in

Business Studies (Finance).

Wu Gang has a strong strategic and

financial advisory background and

a wealth of international experience

gained from a career of over 25

years in investment banking in Asia

and Europe. He set up and led the

European investment banking team

at CLSA Securities, the international

investment banking platform of CITIC

Securities, from 2015 to January

2019. Prior to CLSA Securities,

he was head of M&A and General

Industrials at ICBC International. Wu

Gang also held senior level positions

at Royal Bank of Scotland, HSBC

and Merrill Lynch in Hong Kong and

London. He started his investment

banking career at Goldman Sachs.

Wu Gang is currently a Non-Executive

Director of Tritax Big Box REIT plc

and Ashurst LLP, where he is also

Chair of the Risk Committee, and

a senior adviser at Rothschild &

Co Hong Kong Limited. He served

as a Non-Executive Director and

member of the Remuneration

Committee of Laird plc from

January 2017 to June 2018.

Wu Gang has an MBA from INSEAD,

Fontainebleau, an MA in Asia Area

Studies from SOAS, University

of London, and a BA in English

and American Literature from

Fudan University in Shanghai.

Sally-Ann has a broad background

in financial services and technology.

She previously served as Chief

Operating Officer of the International

Division, and latterly as Group

Operations and Technology

Director, of Willis Group, held a

number of senior executive roles

at Lloyds TSB and was a Non-

Executive Director of Shawbrook

Group plc until January 2019.

Sally-Ann serves as a Non-Executive

Director of Simon Midco Limited

and the Co-operative Bank plc

where she is a member of its Audit,

Remuneration and Risk Committees.

In addition, Sally-Ann is a non-

executive member of the governing

body of Loughborough University.

Sally-Ann holds a BSc in Civil

Engineering from Loughborough

University and an MBA from

CASS Business School.

Malcolm has broad experience and

knowledge of the financial services

and investment sectors, along with

extensive experience on the boards

of publicly listed companies.

Malcolm was Remuneration

Committee Chair and Senior

Independent Director of IGGH from

September 2015 to September 2020.

Malcolm was appointed as Chief

Executive Officer of Provident

Financial plc in February 2018,

having previously been its Senior

Independent Director until November

2017 and, following the death of

its Chair, Interim Executive Chair.

Malcolm served as a Non-

Executive Director and Chair of

the Remuneration Committee of

Hastings Group Holdings plc prior

to his resignation in April 2018. He

also served as Senior Independent

Director of Pendragon plc, and

was a Non-Executive Director and

Chair of the Investment Committee

at RSA Insurance Group plc. Prior

to this, he held various executive

roles at Morgan Grenfell plc, Drexel

Burnham Lambert, Barclays de

Zoete Wedd Holdings, UBS AG,

ING Barings Limited, Morley Fund

Managers (now Aviva Investors)

and JER Partners Limited, where

he was European President and

Matrix Securities Limited.

Susan is an Independent Director

of Community Bank System, a

commercial bank providing services

across the north-eastern US, Tanger

Factory Outlet Centers, an owner and

operator of North American outlet

centres, and Falcon Group, a leading

worldwide inventory management

solutions business. Susan previously

served as Chair, CEO and President

at Deutsche Bank Trust Company

Americas, Non-Executive Director

to Royal Bank of Canada US Group

and Executive Board Member at

Deutsche Bank USA and Bank of

New York Mellon Trust Company.

Susan is a commercial banker,

industry consultant and corporate

treasury professional with expertise

in global financial markets, regulatory

matters and strategic project

management. Susan has chaired

and been a member of a number

of board committees during her

career, including Chair of the

Human Resources and Corporate

Governance Committee at Royal

Bank of Canada US Group. She is

currently Chair of the Audit and

Risk Committee at Falcon Group,

Chair of the Audit Committee of

Tanger Factory Outlet Centers and

a member of the Audit Committee

of the Community Bank System.

Susan is a Trustee of the

Village of Saltaire.

Susan has an MBA in Finance and

International Business from New

York University Stern School of

Business and a BA in Economics

from Hamilton College.

Helen brings extensive marketing

and digital experience from a

range of industries, together with

strong customer focus. Helen is

an experienced Non-Executive

Director with particular experience

regarding remuneration matters.

Helen is currently the Senior

Independent Director of Reach plc,

a Non-Executive Director of Skipton

Building Society, and Non-Executive

Director and Chair of RM plc.

Helen served on the board of Kin and

Carta from May 2012 to December

2021, where she was Remuneration

Committee Chair and Senior

Independent Director, and as Chief

Marketing Officer UK at Yell Group

plc from 2006 to 2012 and, prior

to this, served as Lloyds TSB Group

Marketing Director. Helen started

her career with Mars Inc., where

she spent 19 years, culminating

in her role as European Marketing

Director, leading category strategy

development across Europe.

Helen is a member of the Henley

Business School Strategy

Board, and serves as a Governor

of Wellington College.

Helen has a BA (Hons) Degree

in Chemical Engineering from

Cambridge University.

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Governance Framework

THE BOARD

The Board delegates certain matters

to its five principal Committees

Shareholders and stakeholders

OUR STRATEGY

PAG E 11

OUR PRINCIPAL RISKS

PAGE 48

SECTION 172

STATEMENT

PAGE 24

KEY ACTIVITIES OF

THE BOARD

PAGE 74

The Board provides leadership by setting our strategic

direction, overseeing and supporting management in

execution of our strategy. It is responsible for establishing

our purpose and values, and for ensuring that our culture

and behaviours are both appropriate and consistent. It

provides robust challenge, within a framework of prudent

and effective risk management and internal controls.

Nomination Committee

Ensures the Board and its Committees have the

appropriate balance of skills, knowledge, diversity,

experience and independence.

SEE REPORT ON

PAGE 76

Remuneration Committee

Establishes our Remuneration Policy and ensures there

is a clear link between performance and remuneration.

SEE REPORT ON

PAGE 79

Audit Committee

Oversees our financial reporting, maintains an

appropriate relationship with the internal and

externalauditors and monitors our internal controls.

SEE REPORT ON

PAGE 102

ESG Committee

Provides oversight and advice to the Board in relation

to our ESG strategy.

SEE REPORT ON

PAG E 110

Board Risk Committee

Reviews and monitors our principal and emerging risks

and the effectiveness of our risk management systems.

SEE REPORT ON

PAG E 112

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

EXECUTIVE COMMITTEE SUPPORTING COMMITTEES

Shareholders and stakeholders

Our shareholders and other key stakeholders play

animportant role in monitoring and safeguarding

ourgovernance. Further information on how

weengage with our shareholders is on page 72,

employees on pages 22 and 30-31, and other key

stakeholders on page 73.

The Executive Committee operates a number of

supporting committees that provide oversight

on key business activities and risks.

The Board delegates the execution of the Company’s

strategy and the day-to-day management of the business

to the Executive Committee.

CEO STATEMENT

PAGE 6

OUR BUSINESS MODEL

PAGE 14

OUR PURPOSE AND

VALUES

PAGE 10

EXECUTIVE RISK

COMMITTEE

TECHNOLOGY

COMMITTEE

CLIENT MONEY &

ASSETS COMMITTEE

INVESTMENT

COMMITTEE

IG PEOPLE

FORUM

BUSINESS

PERFORMANCE REVIEW

PAGE 38

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Board Governance

Chair

¼ Leadership of the Board and promoting the highest

standards of corporate governance

¼ Setting the tone and culture for an effective Board,

facilitating productive meetings

¼ Supporting and challenging management

in the development of our strategy and

commercial objectives

¼ Setting the Board agenda, allowing appropriate time

for open and constructive discussion and challenge

¼ Engaging with major shareholders to understand

their views on governance and strategy

Chief Operating Officer (COO)

¼ Delegated authority in respect of trading,

operations, business change and ESG

¼ Developing and maintaining our processes

andensuring effective management for

internal operations

¼ Responsibility for our Global Service Centres

¼ Chairing a number of the management committees

Company Secretary, Chief Legal and

Governance Officer

¼ Works closely with the Chair, the CEO the CFO and

the Board Committee Chairs in setting agendas for

Board and Committee meetings

¼ Facilitates the accurate, timely and clear information

flow to and from the Board, its Committees, and

between Directors and senior management

¼ Supports the Chair in designing and delivering

Directors’ induction programmes, and the Board and

Committee performance evaluations

¼ Advises the Board on corporate governance matters

and Board procedures

¼ Responsible for administering IG’s Share Dealing

Code of Conduct and the AGM

Leadership and responsibilities

The role of the Board

The Board provides leadership by setting our strategic

direction and overseeing management’s execution of the

strategy. It is responsible for establishing our purpose and

values, and for ensuring that our culture and behaviours are

both appropriate and consistent. It provides robust challenge

within a framework of prudent and effective risk management

and internal controls. The Board is provided with timely and

comprehensive information to enable it to discharge its

responsibilities, to encourage strategic debate and to facilitate

robust, informed and timely decision making. In addition,

Directors receive briefings from the CEO, CFO and other

members of the Executive Committee in between meetings.

The Board is collectively responsible for promoting our

long-term sustainable success for the benefit of the

Company’s shareholders, through the creation of long-term

value and contribution to wider society. In exercising this

responsibility, the Board takes into account the needs of, and

ensures effective engagement with, all relevant stakeholders

– including clients, regulators, the workforce, suppliers and

the wider community in which we operate – and the effect of

our activities on the environment.

The Stakeholder Engagement section of the Strategic Report

on pages 22 to 23 sets out the stakeholder engagement

mechanisms that are currently in place, and identifies our key

stakeholders and engagement undertaken with them during

the year. It also highlights the principal issues that matter to

each stakeholder group, our governance activities, and the

actions and outcomes from these engagements that the

Board takes into consideration when making decisions.

The Board considers Section 172 stakeholder interests in all

ofits discussions to which they are relevant. This requirement

is integral to the procedure for preparing Board agendas,

andthere is a template identifying the relevant stakeholder

considerations for inclusion in the Board papers that

accompany such discussions.

As a collective body and as individual Directors, the Board

isresponsible for ensuring that it has the appropriate skills,

knowledge, diversity and experience to perform its role

effectively and independently.

There is a comprehensive schedule of matters reserved for

thedecision making of the Board. These include agreeing the

strategy, approving major transactions, annual budgets and

changes to our capital and governance structure. The matters

reserved to the Board are supplemented by an annual Board

calendar that provides for, among other things, regular reviews

of operational and financial performance; reviews of succession

planning for the Board and senior management; setting our risk

appetite; and approving any changes to our Risk Management

and Internal Control Framework.

Specific matters for approval and recommendation to the

Board have been formally delegated to certain Committees.

The matters reserved to the Board and Committee Terms of

Reference are available on the Group website.

Division of Responsibilities

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Chief Financial Officer (CFO)Chief Executive Officer (CEO)

Non-Executive DirectorsSenior Independent Director

¼ Supporting the CEO in implementing our strategy and

financial and risk management

¼ Recommending the annual budget and four-year

financial plan

¼ Management of our internal financial control systems,

including those relating to safeguarding of client

money and assets

¼ Oversight of liquidity

¼ Maintaining relationships with key stakeholders

¼ Developing and executing our strategy

¼ Specific authority for day-to-day decision making

relating to the management of our affairs, including:

– Delivering financial performance in line with the

agreed budget

– Organisational design of our operations

– Recruitment, leadership and development of our

Executive team

– Proposing to the Board our approach to vision,

values, culture, diversity and inclusion

– Maintaining relationships with key internal and

external stakeholders

¼ Independent of management

¼ Advising and constructively challenging management

¼ Monitoring management’s success in delivering

the agreed strategy within the Risk Appetite and

Control Framework

¼ Determining appropriate levels of remuneration and

reward for the Executive Directors

¼ The Chair of the Audit Committee has responsibility

for Internal Audit, including ensuring the

independence of the function

¼ Acting as a sounding board for the Chair

¼ Serving as an intermediary for the other Directors

when necessary

¼ Available to shareholders if they have concerns when

communication via the normal channels is

inappropriate or has already been exhausted

¼ Evaluating the performance of the Chair on behalf of

the other Directors

Division of Responsibilities

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Board Governance continued

The Board meets regularly, at least six

times a year, and during the year held

six scheduled meetings. In addition,

the Board has a Standing Committee

whose responsibility is to consider

Board-reserved matters at short notice,

where full attendance is not possible

or where there are administrative

matters requiring evidencing that do

not warrant a full Board meeting.

Senior executives below Board level are

invited to attend meetings as required

to present and discuss matters relating

to their business areas and functions.

The full Board also meets when

necessary to discuss important

ad hoc emerging issues that require

consideration between scheduled Board

meetings. The Chair and the Executive

Directors meet once a year, as the

Board, to consider Non-Executive

Directors’ fees.

Each Director commits an appropriate

amount of time to their duties during

thefinancial year. The Non-Executive

Directors met the time commitment

reasonably expected of them pursuant

to their letters of appointment.

The Chair and Non-Executive Directors

regularly meet in the absence of the

Executive Directors, and also separately

with just the CEO present.

During the year, the Non-Executive

Directors, led by the Senior Independent

Director, met without the Chair, to

evaluate the Chair’s performance.

The Senior Independent Director also

met with the Executive Directors,

without the Chair, for this purpose.

Attendance at Board meetings

The number of scheduled Board meetings attended by each Director during the

year is set out below. Where Directors are unable to attend meetings, they are

encouraged to give the Chair their views in advance on the matters to be discussed.

How the Board operates

Chair

Mike McTighe

Independent Non-Executive Directors

Jonathan Moulds

Rakesh Bhasin

Andrew Didham

Wu Gang

Sally-Ann Hibberd

Malcolm Le May

Susan Skerritt

Helen Stevenson

Executive Directors

June Felix

Charlie Rozes

Jon Noble

Past Directors

Bridget Messer

Lisa Pollina

N/A

1 Wu Gang was unable to attend one Board meeting due to illness.

2 Bridget Messer stepped down from the Board on 22 September 2021.

3 Lisa Pollina stepped down from the Board on 9 July 2021.

Meeting attendedBoard member Did not attend

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Director independence

The Company is fully compliant with the

Code, which requires that at least half of

the Board, excluding the Chair, should

comprise Non-Executive Directors

whoare determined by the Board

tobeindependent.

Executive Directors 3

Independent

Non-Executive Directors

(excluding the Chair) 8

The independence of the Non-Executive

Directors is considered by the

Nomination Committee on behalf

of the Board and reviewed annually.

The Directors consider factors such as

length of tenure and relationships or

circumstances that are likely to affect,

or may appear to affect, the Directors’

judgement in determining whether they

remain independent.

Following this year’s review, the Board

concluded that all the Non-Executive

Directors continue to be independent in

character and judgement and are free

from any business or other relationships

that could materially affect the exercise

of their judgement.

Conflicts of interest

Directors have a statutory duty to avoid

situations in which they may have

interests that conflict with those of

theGroup. Directors are required to

disclose both the nature and extent of

any potential or actual conflicts at the

beginning of every Board and

Committee meeting.

In accordance with the CA2006, the

Company’s Articles of Association allow

the Board to authorise potential

conflicts that may arise, and to impose

such conditions or limitations as it sees

fit. During the year, potential conflicts

were considered and assessed by the

Board and approved where appropriate.

The Board has access to independent

professional advice, at IG’s expense,

ifrequired.

Succession planning and

appointments to the Board

The Nomination Committee has specific

responsibility for considering the

appointment of Non-Executive and

Executive Directors and recommending

new appointments to the Board and

takes a proactive approach to

succession planning.

More information on the work of the

Nomination Committee can be found in

the Nomination Committee Report on

pages 76 to 78. The whole Board is also

involved in overseeing the development

of management resources across

theGroup.

Board composition, balance

anddiversity

The Board’s size – and the skills and

experience of its members – have a

significant impact on its effectiveness. It

aims to maintain a balance of experience

and skills of individual Board members.

The breadth of skills and experience

currently on the Board includes

experience in key areas such as listed

environments, international financial

services, finance and accountancy,

strategy, information technology,

financial services regulation, marketing,

risk management, investor relations,

technology and digital. One Non-

Executive Director currently undertakes

an external executive role and one

Executive Director currently undertakes

an external non-executive role.

There is an appropriate combination of

Executive Directors and Non-Executive

Directors, such that no individual or

small group of individuals can dominate

the Board’s decision making.

We continue to meet the Hampton-

Alexander target of at least one-third

female representation on the Board and

exceed the Parker Review target of one

ethnic minority Director on the Board

by2024.

Female 4

Male 8

Board effectiveness

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Board Governance continued

Board tenure

0-3 years 1

Executive Directors

3-6 years 1

6+ years 1

Non-Executive Directors

(including the Chair)

0-3 years 6

3-6 years 2

6+ years 1

Induction

Following appointment, each Director

receives a comprehensive and formal

induction, linked to their individual

experience, to familiarise them with

their duties and our business operations,

risk and governance arrangements.

The induction programme, which

is coordinated with the help of the

Company Secretary, may include

briefings on industry and regulatory

matters relating to us, our strategy

and business model, our history, risk

management and risk appetite, as well

as meetings with senior management

in key areas of the business. These

are supplemented by induction

materials such as recent Board papers

and minutes, organisation structure

charts, governance matters and

relevant policies. Newly appointed

Directors may also meet the Company’s

external auditor, brokers and advisers,

and attend a presentation from the

Company Secretary (who is also the

Chief Legal and Governance Officer)

and the Company’s corporate counsel

on the roles and responsibilities of

a UK-listed company director.

Ongoing professional development

To facilitate greater awareness and

understanding of our business and

operating environment, all Directors are

given regular updates on changes and

developments in the business.

Training opportunities are provided

through internal meetings, workshops,

presentations and briefings by internal

advisers and management, as well as

external advisers. The Company

Secretary regularly updates the Board

on any relevant legislative and regulatory

corporate governance-related changes.

The Directors meet with executives

toreceive further insights into the

operations of the business in the

jurisdictions where we operate.

The Chair ensures that the Directors

continually update and refresh their

skills and knowledge.

Board evaluation

Each year, an evaluation of the

effectiveness of the Board, its

Committees and individual Directors

isundertaken.

The evaluation last year was facilitated

internally by the Company Secretary.

The Board agreed the following areas of

development, in respect of which there

has been significant progress:

¼ The structure and frequency of

Boardand Committee meetings

wasreviewed to ensure sufficient

time for key discussions to take

placeby the Committees and

timelyescalation to the Board,

as well as ensuring the Board

agenda contained the appropriate

balance of historical, current and

forward-looking agenda items

¼ Additional workshops were held

in-between formal meetings to

provide the Non-Executive Directors

with more in-depth and focused

overviews on key areas of our

activities. This was also designed to

support the newer Non-Executive

Directors with their learning and

understanding of our activities

In 2022, an internal evaluation was

carried out, facilitated by Lintstock.

Thereview consisted of the completion

of performance evaluation surveys.

The responses were collated and shared

with the Board, together with a report

summarising the output of the

evaluation and suggested areas for

focus and discussion. A final report

wascirculated to the Board and its

Committees and improvement actions

agreed for FY23.

We will report on the action plan,

actions taken and progress made in next

year’s Annual Report.

Board effectiveness continued

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Financial and business reporting

The Strategic Report on pages 10 to 55

describes our purpose, strategy and

business model, whereby we generate

and preserve value over the long term

and deliver our objectives.

A Statement of the Directors’

Responsibilities in respect of the

Financial Statements is set out on page

118, and a statement regarding the use

of the going-concern basis in preparing

these Financial Statements is provided

in the Going Concern and Viability

Statement on pages 54 and 55.

Risk management and

internalcontrol

We are exposed to a number of business

risks in providing products and services

to our clients. The Board is responsible

for establishing the overall appetite

forthese risks, which is detailed and

approved in the Risk Appetite Statement

set out on page 47. The Board

hasresponsibility for ensuring the

maintenance of our risk management

and internal-control systems, and for

annually reviewing them.

The framework under which risk is

managed in the business is supported

by a system of internal controls,

designed to embed within the business

the effective management of our key

business risks. The risk management

and internal control systems are

designed to manage, rather than

eliminate, the risk of failure to achieve

business objectives and can only provide

reasonable assurance against material

misstatement or loss.

Through reports from the Board Risk

Committee and the Audit Committee,

and consideration of the ICAAP,

ILAAand Recovery Plans, the Board

regularly reviews and monitors our

riskmanagement and internal control

systems and the effectiveness with

which we manage the emerging and

principal risks we face.

The Directors confirm that the Board has

carried out a robust assessment of the

principal and emerging risks we face,

including those that would threaten our

business model, future performance,

solvency and liquidity. We outline the

risks to which we’re exposed and the

framework under which these risks are

managed, including a description of

the system of internal controls, in the

Risk Management section on pages 46

to 53, and in the Going Concern and

Viability Statement on pages 54 and 55.

An annual formal review of the

effectiveness of our system of risk

management and internal controls has

been carried out which supports the

statements included in the Annual

Report and Financial Statements.

Thereview focused on the overall Risk

Governance Framework and the setting

of our risk appetite. It considered the

key risk assessment and monitoring

activities, as well as the processes

andcontrols in place to manage our

principal and emerging risks and for

escalating exceptions highlighted

bytherisk-management processes.

Nosignificant failings or weaknesses

were identified during the year.

There are risk management and internal

control systems in place for identifying,

evaluating and managing the principal

and emerging risks facing us in

accordance with the Guidance on Risk

Management, Internal Control and

Related Financial and Business

Reporting published by the FRC.

Throughout the year and up to the date

of this report, we have operated a

system of internal controls that provides

reasonable assurance of effective

operations covering all controls,

including financial and operational

controls and compliance with laws

andregulations.

Internal controls over financial

reporting

Our financial reporting process has

been designed to provide reasonable

assurance regarding the reliability of

the financial reporting and preparation

of Financial Statements, including

consolidated Financial Statements, for

external purposes in accordance with

UK-adopted international accounting

standards. The assessment of the overall

effectiveness of the governance, and

risk and control framework included

reviews of systems and controls relating

to the financial reporting process.

Internal controls over financial reporting

include procedures and policies that:

¼ Relate to the maintenance of records

that, in reasonable detail, accurately

and fairly reflect the transactions and

disposals of our assets and liabilities

¼ Provide reasonable assurance that

transactions are recorded as

necessary to permit the preparation

of Financial Statements, and that

receipts and expenditures are being

made only in accordance with

authorisations of management and

respective Directors

¼ Provide reasonable assurance

regarding prevention or timely

detection of unauthorised

acquisition, use or disposal of assets

that could have a material effect on

our Financial Statements

Board accountability

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Board Governance continued

Engagement with shareholders

The Board recognises the importance

ofmaintaining good and constructive

communication with our stakeholders –

including shareholders – and has in

place a comprehensive programme to

facilitate this each year.

Our Annual Report is an important way

of communicating with shareholders,

setting out detailed reviews of the

business and its future developments

inthe Chair’s Statement, the CEO’s

Statement, the CFO’s Statement and the

Strategic Report.

As part of the ongoing investor

relations programme, the Executive

team regularly meet with investors

and market analysts to discuss market

developments, business strategy and

financial performance. This programme

includes presentations by management,

investor roadshows, attendance at

investor conferences and other events.

Following the debt issuance during

the year, this programme has been

extended to include debt investors

and rating agencies as appropriate.

Materials and presentations used

during these events are made available

on the Group website, which also

provides a wide range of other useful

information for both existing and

prospective shareholders. We also

respond to ad hoc requests from

shareholders on a regular basis.

To ensure that members of the

Board understand the views of major

shareholders, feedback is provided

to the Board on any opinions or

concerns expressed by shareholders

identified through the investor

relations activity. The Directors also

receive from the Executive team, as

well as external sources, including

brokers and financial advisers, regular

updates on the market and share

price performance, shareholder

activity, and significant equity analysts’

research, and are made aware of the

consensus financial expectations of

the Group from the outside market.

The Chair, the Senior Independent

Director, the Audit Committee Chair,

and the Remuneration Committee Chair

are available to meet shareholders

as part of the AGM and on request to

discuss governance matters, succession

planning, remuneration policy, or

any other matters, and to ensure

the Board is aware of shareholder

concerns not resolved through

other communication mechanisms.

The Directors provide feedback to

the Board on any views or concerns

expressed to them by shareholders.

AGM

The AGM provides the Board with the

opportunity to communicate with

private and institutional investors,

andwe welcome and encourage their

participation at the meeting. The Chair

aims to ensure that all the Directors,

including the Chairs of the Board

Committees, are available at the AGM

toanswer questions.

At the 2021 AGM, all the proposed

resolutions were passed on a poll, with

the percentage of votes in favour of

each resolution ranging from 92.3%

to100.0%.

The 2022 AGM will be held on

21 September 2022. The Notice of

AGMwill set out the resolutions to be

proposed at the meeting. A copy of the

Notice will be available on our website.

We send our Annual Report and Notice

to shareholders, or make them available

on our website, at least 20 working days

before the date of the meeting. The

Notice sets out a clear explanation of

each resolution to be proposed at the

meeting. After the meeting, we will

make available to shareholders full

details of the votes, including proxy

votes, received on each resolution, and

will publish these on our website on the

same day.

Further information about our AGM

arrangements will be set out in the

Notice of AGM.

Board accountability continued

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Engagement with stakeholders

In addition to the shareholder

engagement activities discussed in this

section, the Board recognises that the

success of the business depends on its

ability to engage effectively and work

constructively with all key stakeholder

groups, and their views to be taken into

consideration in Board discussions and

decisions. The Board has identified a

number of key stakeholder groups as

follows. Details of the approach of the

business to dealing with these various

groups are discussed throughout the

Annual Report as set out below:

Clients

Communities

People

Regulators

Investors

Suppliers

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PAGES 1415, 2225, 29, 3234

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PAGES 1213, 2325

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¼ Strategic Report

¼ S172 Statement

¼ Business Model

¼ Key Trends Likely to Affect

OurBusiness

¼ Stakeholder Engagement

¼ ESG Report (Productspillar)

¼ Strategic Report

¼ S172 Statement

¼ Business Model

¼ Stakeholder Engagement

¼ ESG Report (Products and

Partnerships pillar)

¼ TCFD reporting

¼ Strategic Report

¼ S172 Statement

¼ Business Model

¼ Stakeholder Engagement

¼ ESG Report (People pillar)

¼ Strategic Report

¼ S172 Statement

¼ Key Trends Likely to Affect

OurBusiness

¼ Strategic Report

¼ S172 Statement

¼ Business Model

¼ Stakeholder Engagement

¼ Strategic Report

¼ Stakeholder Engagement

¼ ESGReport (Partnerships pillar)

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Board Governance continued

June 2021 July September October November December January 2022 March May

Board and Committee

meetings

¼ Nomination Committee

¼ Remuneration

Committee

¼ Board

¼ Board Risk Committee

¼ Audit Committee

¼ Remuneration

Committee

¼ ESG Committee

¼ Board

¼ Nomination Committee

¼ Remuneration

Committee

¼ Audit Committee

¼ Board Risk Committee

¼ Joint Audit and Board

Risk Committee

¼ Standing Committee ¼ Board

¼ Board Risk Committee

¼ Remuneration

Committee

¼ Nomination Committee

¼ ESG Committee

¼ Standing Committee ¼ Board

¼ Audit Committee

¼ Remuneration

Committee

¼ Nomination Committee

¼ ESG Committee

¼ Board

¼ Board Risk Committee

¼ Remuneration

Committee

¼ Nomination Committee

¼ Board

¼ Audit Committee

¼ Board Risk Committee

¼ Remuneration

Committee

¼ Nomination Committee

¼ ESG Committee

Key announcements ¼ Board change

(resignation of Lisa

Pollina)

¼ Completion of

tastytrade acquisition

¼ FY21 results

¼ Board change

(appointment of Susan

Skerritt)

¼ Board change

(resignation of Bridget

Messer – took effect on

22 September 2021)

¼ Result of AGM

¼ Q1 revenue update

¼ Publication of

prospectus for EMTN

Programme

¼ Completion of debt

refinancing exercise

¼ Proposed sale of Nadex

and Small Exchange

¼ HY22 results ¼ Q3 revenue update

¼ Completion of sale of

Nadex and Small

Exchange

Board activities during the year

Board meeting agendas during the year

included consideration across the key areas

of strategy, governance, risk and financial

performance, as set out in the schedule of

matters reserved to the Board and the agreed

annual forward calendar.

Strategy

¼ Held four strategy sessions and a

number of other deep-dive sessions,

as well as discussions on strategy

during Board meetings. This focused

on the strategic development of the

business, at which the Board analysed

strategic business initiatives, our

client base and their feedback

¼ Held detailed workshop on the

four-year plan

¼ Received regional updates

¼ Examined sector themes and trends

that could be used to help inform

strategic development. The Board

also reviewed the competitive

environment, identified and

developed strategic options and

opportunities through internal teams,

and agreed strategic development

priorities, including the sale of Nadex

and Small Exchange.

Business, operational highlights

and current trading

¼ Received regular business

performance updates on business

progress and the issues and

challenges faced by management

through the CEO Report, CFO Report

and COO Report and reports from

the Chief Risk Officer on risk and

compliance matters

¼ Reported on matters of interest

suchas the future of work, cyber

security including protection from

ransomware attacks, and IT resilience

Quarterly forecast and budget

¼ Received updates on performance

against budget, prior year, and

market analyst consensus

¼ Discussed risks and opportunities for

the FY22 budget, and approved the

FY23 budget and four-year plan,

including integration of tastytrade

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

June 2021 July September October November December January 2022 March May

Board and Committee

meetings

¼ Nomination Committee

¼ Remuneration

Committee

¼ Board

¼ Board Risk Committee

¼ Audit Committee

¼ Remuneration

Committee

¼ ESG Committee

¼ Board

¼ Nomination Committee

¼ Remuneration

Committee

¼ Audit Committee

¼ Board Risk Committee

¼ Joint Audit and Board

Risk Committee

¼ Standing Committee ¼ Board

¼ Board Risk Committee

¼ Remuneration

Committee

¼ Nomination Committee

¼ ESG Committee

¼ Standing Committee ¼ Board

¼ Audit Committee

¼ Remuneration

Committee

¼ Nomination Committee

¼ ESG Committee

¼ Board

¼ Board Risk Committee

¼ Remuneration

Committee

¼ Nomination Committee

¼ Board

¼ Audit Committee

¼ Board Risk Committee

¼ Remuneration

Committee

¼ Nomination Committee

¼ ESG Committee

Key announcements ¼ Board change

(resignation of Lisa

Pollina)

¼ Completion of

tastytrade acquisition

¼ FY21 results

¼ Board change

(appointment of Susan

Skerritt)

¼ Board change

(resignation of Bridget

Messer – took effect on

22 September 2021)

¼ Result of AGM

¼ Q1 revenue update

¼ Publication of

prospectus for EMTN

Programme

¼ Completion of debt

refinancing exercise

¼ Proposed sale of Nadex

and Small Exchange

¼ HY22 results ¼ Q3 revenue update

¼ Completion of sale of

Nadex and Small

Exchange

Culture, people, governance, risk

and regulation

¼ Evaluated the effectiveness of

ourrisk management and internal-

control systems, reviewed and

approved our Risk Appetite

Statement and key regulatory

documents, including the ICAAP, the

ILAA documents and Recovery Plans

¼ Discussed the employee engagement

survey results

¼ Analysed the impact of emerging

risks, including those related to tax

¼ Received progress updates for the

IGBrighter Future Strategy

¼ Approved our Financial Education

Strategy

¼ Approved our Equality, Diversity and

Inclusion Strategy and Operation Plan

¼ Approved the Health and Safety Policy

Financial performance

¼ Reviewed our financial performance

and approved all financial

resultsannouncements and

theAnnual Report

¼ Discussed our proposed Capital

Allocation Framework

Dividends

¼ Approved and recommended the

payment of dividends throughout the

year in line with our policy

Other

¼ Considered the shareholder

engagement programme

¼ Received regular reports from

Board Committee Chairs, including

onwhistleblowing

¼ Approved a comprehensive debt

refinancing programme

¼ Reviewed our corporate insurance

programme

¼ Evaluated the effectiveness of the

Board, each Board Committee and

individual Director

¼ Approved the annual review of the

Modern Slavery Statement

¼ Approved the Tax Strategy and the

Tax Risk Management Policy

¼ Attended a TCFD training session

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Nomination Committee Report

Mike McTighe

Chair of the

Nomination Committee

Following a period of reconfiguring Board

roles and Executive structures...focushas now

turned to individual and teamdevelopment,

succession plans for theExecutive Committee

and development plans for potential internal

CEO candidates.”

Mike McTighe, Chair of the

Nomination Committee, gives

his review of the Committee’s

activities during the

financialyear.

Chair’s overview

The Nomination Committee reviews

the structure, size, composition and

independence of the Board and leads

the process for Board appointments,

including identifying and recommending

suitable candidates. It ensures that the

Board’s composition meets our needs,

using external search consultancies

to help source candidates based

on objective criteria. The Board and

Committee are committed to ensuring

that we are a truly diverse organisation

in all respects, which includes gender,

social and ethnic backgrounds, cognitive

and personal strengths and experience.

The Committee also ensures

that plans are in place for orderly

succession to the Board and senior

management positions, with a diverse

pipeline identified for succession.

The Committee is responsible for

ensuring that the Board has the

necessary combination of skills,

experience, knowledge, diversity and

independence needed to lead us and to

support the development and delivery

of our strategy.

During the year, the Committee

engaged Audeliss to facilitate

therecruitment of Susan Skerritt,

who,following the Committee’s

recommendation, was appointed

totheBoard on 9 July 2021. Audeliss is

independent of, and has no connection

with, the Company or its individual

Directors, other than in its role as a

professional recruitment consultant

forthe Company. Russell Reynolds

Associates, an independent external

executive search firm, was appointed

tosupport with a comprehensive CEO

succession-planning process allowing

the Committee to identify potential

internal candidates and establish

appropriate development plans.

Members and attendance

FY22 key focus areas

Meeting attended

1 Unable to attend as meetings were held on an ad hoc basis during the year.

Did not attend

¼ Non-Executive Director appointment

¼ CEO succession planning

¼ Appointments to the IGNA and IGT&I Boards

Mike McTighe

Chair of the Committee

Wu Gang

Committee Member

Helen Stevenson

Committee Member

Jonathan Moulds

Committee Member

Where Directors were unable to attend meetings, they gave the Chair their views

in advance on the matters to be discussed.

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Following a period of reconfiguring

Board roles and Executive structures,

the Committee is confident that the

structure and composition of the Board

of IGGH and the other nested entities

and their sub-committees, as well as

theBoard of IGNA, provides effective

leadership to support our future growth

and strategy. Focus has now turned to

individual and team development,

succession plans for the Executive

Committee and development plans

forpotential internal CEO candidates.

Role of the Nomination Committee

The principal roles and responsibilities of

the Committee include:

¼ Reviewing the structure, size and

composition of the Board and its

Committees to ensure that they

areappropriately balanced in

termsof skills, knowledge, diversity,

experience and independence,

andmaking appropriate

recommendations to the Board

relating to succession planning

atBoard level

¼ Ensuring that there is a formal,

rigorous and transparent procedure

for the appointment of new Directors

to the Board

¼ Identifying, and nominating for Board

approval, suitable candidates to

fillBoard vacancies as and when

theyarise

¼ Reviewing leadership needs,

with a view to ensuring our

continued ability to compete

effectively in our marketplace

anddeliver on our strategy

¼ Keeping apprised of strategic issues

and commercial changes affecting us

and the market in which we operate

¼ Performance evaluation of the Board

The Terms of Reference of the

Committee, which were last reviewed in

May 2022, are available on our website.

Membership and attendance

The Committee currently consists of

four independent Non-Executive

Directors. It met six times during the

year. Going forward, the Committee will

hold four scheduled meetings each year.

The Chair of the Board is also the Chair

of the Committee. The CEO and Chief

People Officer are standing attendees.

How the Committee operates

To ensure the Committee discharges

its responsibilities appropriately, an

annual forward calendar, linked to

the Committee’s Terms of Reference,

is approved by the Committee.

The Company Secretary and Chief

People Officer assist the Chair of the

Committee in drafting the agenda

for each Committee meeting.

Following each Committee meeting,

aformal report is made to the Board

inwhich the Chair of the Committee,

describes the discussions and

challenges from the Committee

meeting, and has the opportunity

toescalate any items and make

recommendations to the Board

asappropriate.

Main activities during the

financialyear

During the year, the Committee met

principally to consider:

¼ The structure and composition of the

Board and its Committees

¼ The appointment of Susan Skerritt as

a Non-Executive Director

¼ The normal process of CEO

succession planning and the

identification and development of

potential internal candidates

¼ Appointments and changes to the

IGNA Board and appointments to the

IGT&I Board (the new UK-regulated

entity) (the latter as part of the nested

board structure)

¼ Considered and, if appropriate,

recommended that the Board

approve the proposed external

appointments of Non-Executive

Directors

Oversight of IGNA Board Directors

included recommending to that Board

the appointment of JJ Kinahan as CEO.

CEO succession plans

The Committee appointed Russell

Reynolds Associates to provide support

with CEO succession planning and the

identification and development of

potential internal candidates and

considered the capabilities, experience

and personal attributes required of

afuture CEO.

Other activities

Membership of the Boards of IGNA and

IGT&I has also been a focus. During the

year all Non-Executive Directors were

appointed as Directors of the IGT&I

Board and two Non-Executive Directors

(Malcolm Le May and Susan Skerritt) and

one Executive Director (the CFO) were

appointed to the Board of IGNA.

Board and Committee evaluation

An internal evaluation of the

performance of the Committee was

undertaken in line with the Committee’s

Terms of Reference. The evaluation

process was facilitated by Lintstock,

anindependent consultancy.

The 2022 Board and Committee review

process consisted of the following

keyelements:

¼ Performance evaluation surveys

prepared and issued

¼ Feedback was analysed and

outcomes presented to the Board

and Committees

¼ The outcomes were discussed at

Board and Committee meetings,

withaction plans and priorities set

for2023

Further information on the outcome of

the evaluation of the Board and its

Committees is given on page 70,

together with a review of the progress

on actions arising from the 2021 review.

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Nomination Committee Report continued

Diversity statement

As a business, we believe that a diverse

workforce brings creative energy to our

business, powers innovation and sets us

up for continued global success. We’re

committed to developing teams of

individuals with a wide variety of

perspectives, skills and thinking

approaches to help us realise our vision

and strategy. We welcome people of any

age, ethnicity, culture, faith, gender

identity or expression, sexual orientation

or physical capacity who connect with

our values and bring something fresh to

our business. Our Equality, Diversity and

Inclusion Policy is available on request.

At the financial year end, the Board

had 33.3% female representation

(2021: 33.3%,) continuing to meet

the Hampton-Alexander target of at

least one-third female representation

on the Board and exceeding the

Parker Review target of one ethnic

minority Director on the Board ahead

of time (deadline by 2024). We have

three ethnic-minority Directors.

The Committee notes the recent FCA

policy on Diversity and Inclusion issued

in April 2022 and the Board will report

on a comply or explain basis in next

year’s report as to how it has met the

prescribed targets.

The Directors recognise the importance

of diversity, in all of its forms, and

understand the significant benefits that

come with having a truly diverse Board.

The Board continues to appoint

on merit, based on the skills and

experience required for membership,

while giving consideration to all forms

of diversity, aswell as independence.

The Company insists on search

firms presenting adiverse pool

of candidates for consideration

during the search process.

Mike McTighe

Chair of the Nomination Committee

20 July 2022

Senior management gender balance

The table below analyses the gender balance of the Executive Committee and their direct reports as at 31 May 2022.

Wearepleased to see a slight increase to 34% total female representation despite a higher proportion of men in tastytrade.

Wecontinue to aspire to increase diversity across and at every level of our organisation. Our Diversity Commitment

isavailableon our website.

31 May 2022 31 May 2021

Numbers % Numbers % % Change

Board Female 4 33% 5 38% -5%

Male 8 67% 8 62%

Executive Committee Female 5 38% 4 40% -2%

Male 8 62% 6 60%

Senior leadership team

Female 8 23% 8 29% -6%

Male 27 77% 20 71%

Total employees Female 811 34% 668 33% 1%

Male 1,608 66% 1,336 67%

1 The gender disclosure shown here relates to the senior leadership team, who are the Executive Committee and the next level of leadership below them, as opposed to including more

junior team members who may also report directly to Executive Committee members.

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Directors’ Remuneration Report and Policy

CONTENTS PAGE

Chair’s overview 79

Remuneration at a Glance 82

Summary of 2020 Directors’

Remuneration Policy 83

Annual Report on Remuneration 84

Helen Stevenson, Chair of the

Remuneration Committee,

gives her review of the

Committee’s activities during

the financial year.

Chair’s overview

On behalf of the Board, I am pleased to

present the Directors’ Remuneration

Report for the year to 31 May 2022.

This report includes a summary

of our Directors’ Remuneration

Policy which was approved at the

2020 AGM, details of remuneration

arrangements in respect of the year

to 31 May 2022 and a summary of

how we intend to apply the Policy

during the year to 31 May 2023.

Performance in FY22

We have had one of the busiest years

inour history, and have delivered

recordrevenues, driven by continuing

momentum across our businesses as we

deliver on our strategy to expand and

diversify. Overall performance was

excellent across the majority of regions,

reflecting increased trading by a record

number of clients in a number of key

areas of the business. Throughout the

period we have remained committed to

client quality and we continue to be

defined and differentiated by our good

conduct and client-centric business

model, highlighted by our client loyalty

and successful retention programmes.

Helen Stevenson

Chair of the Remuneration

Committee

2022 has been another strong year for us,

where overall performance exceeded

expectations at the start of the year. In addition,

the Company continues to deliver on its

strategy to expand and diversify the business

and is well positioned for future growth.”

Members and attendance

FY22 key focus areas

Meeting attended Did not attend

¼ IFPR and Investment Firm Directive (IFD) readiness

¼ Continued diversification of theGroup

¼ Preparation for and stakeholder engagement ahead of the FY23Directors

Remuneration Policyreview

Mike McTighe

Committee member

Sally-Ann Hibberd

Committee member

Helen Stevenson

Chair of the Committee

Jonathan Moulds

Committee member

Andrew Didham

Committee member

Where Directors were unable to attend meetings, they gave the Chair their views

in advance on the matters to be discussed.

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

We are continuing to deliver on our

strategy, diversifying into new product

lines and into new geographies.

The integration of tastytrade is on

track, with a focus on operations

and marketing, and the business is

confident about theopportunities that

it brings to theCompany given the

large total addressable market in the

US, and also for further international

expansion. In addition, we completed

the sale of Nadex and Small Exchange,

delivering a significant return on

previous investments and allowing

us to further sharpen our focus on

integrating and expanding the US

options and futures business where

we see significant room for growth.

Further details on our strategic progress

can be found on pages 18 to 21.

Incentive outcomes for FY22

The sustained performance plan (SPP)

for the 2022 financial year operated in

line with the Policy. The SPP award for

the 2022 financial year was based on

three metrics: earnings per share

(EPS)(55% weighting), relative Total

Shareholder Return (TSR) (25%

weighting) and non-financial measures

(20% weighting). EPS performance for

FY22 was 96.3 pence, which was

significantly ahead of the maximum

target and our TSR over the period

1 June 2019 to 31 May 2022 was well

above upper quartile compared to the

FTSE 250 (excluding investment trusts).

Non-financial performance during the

year was measured and assessed giving

due consideration to, amongst other

factors, the successful ongoing

integration of tastytrade and

tastytrade’s revenue performance

versus initial expectations for FY22 set

against our confidence in the long-term

opportunities that tastytrade brings to

the wider Group. Consideration was also

given to an improved overall client

experience, increased employee

engagement, and improved societal and

environmental impacts. After careful

assessment, the Committee judged that

non-financial performance was 95% out

of 100%.

Based on the above, while the

outcome of the SPP award for FY22

was calculated at 99% of maximum,

the Committee elected to apply a

discretionary adjustment for the

Executive Directors of -5% to the

outcome reflecting the relative

performance against internal targets

for some individual businesses. This

has resulted in a final vesting outcome

for FY22 of 94% of maximum.

This award will be granted following the

announcement of results for the year

and will be delivered following Policy

requirements in 30% in cash, 20% in

share options released in July 2025, and

50% share options released in July 2026.

COO salary increase to reflect

increase in his responsibilities

During the year, the Committee

reviewed the salary level for Jon Noble,

our COO. Over the previous two years,

the scope and responsibilities of the

COO role have expanded significantly,

including the leadership of the data

science and governance strategy, and

leading our approach on ESG. The

outcome of this review was that the

Committee determined to increase the

COO’s salary to £410k (an increase of

8.2%), effective from 1 October 2021,

in order to reflect the expansion in the

role’s scope and responsibilities – the

Committee is of the view that such an

increase is appropriate in this context.

IFPR/IFD

A large part of our agenda during the

year has been reviewing the new

requirements of the IFPR in the UK and

the IFD in Europe. The Committee

carefully considered and made changes

to our remuneration arrangements,

policies, documentation and processes

to ensure that we comply with these

requirements.

There are no significant changes

totheremuneration arrangements for

Executive Directors, other than for SPP

awards granted in respect of FY23

onwards, Executive Directors will be

required to hold any shares that vest for

a further six months following vesting

tocomply with the IFPR. Malus and

clawback provisions have also

beenexpanded.

Board changes

Executive Directors

As detailed in last year’s report, Bridget

Messer, Chief Commercial Officer,

stepped down from the Board on

22 September 2021, remaining with the

Company until the completion of her

notice period on 21 January 2022.

Bridget will be treated as a good leaver

for the purposes of the SPP. More details

on this can be found on page 96.

Non-Executive Directors and fees

During the year, we welcomed Susan

Skerritt to the Board as a Non-Executive

Director. As disclosed in last year’s

Directors’ Remuneration Report, Lisa

Pollina stepped down from the Board as

a Non-Executive Director on 9 July 2021.

During the year we established a North

American Board and additional fees and

travel expenses have been provided to

the North American Board Chair and

Group non-executive representative

on the Board to reflect the additional

time commitment and responsibilities

in undertaking these roles. More details

on this can be found on page 89.

In light of inflation and the impact on

thecost of living, the Chair and Non-

Executive Directors elected not to

receive an increase in fees for FY23 and

requested that any increase be diverted

to lower paid employees who are feeling

the greatest impact in the rising cost

ofliving.

Looking ahead

Salaries for FY23

Salaries for the Executive Directors for

2022 will be increased by 3%. The new

salaries for June Felix (CEO), Charlie

Rozes (CFO) and Jon Noble (COO), which

apply from 1 June 2022, are £633k,

£508.5k and £422.5k, respectively.

Thisis below the 5.5% average increase

awarded to the wider UK workforce.

Similarly, the difference in the actual pay

awarded and the average increase for

the wider UK workforce will be diverted

to lower paid employees in the same

way as the increase for the Chairman

and Non-Executive Directors.

Directors’ Remuneration Report and Policy continued

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Incentives for FY23

There are no changes to the incentive

levels for FY23, with the maximum

opportunity under the SPP remaining at

500% of salary for the CEO and 400% of

salary for the CFO and COO. SPP awards

for FY23 will continue to be based 55%

on EPS performance, 25% on TSR

performance relative to the FTSE 250

(excluding investment trusts) and 20%

on non-financial measures. Further

details of performance conditions

attached to FY23 incentives can be

found below on page 88.

Directors’ Remuneration Policy

Our current Remuneration Policy will

reach the end of its life at the 2023 AGM

and therefore over the course of FY23

the Committee will undertake a detailed

reviewed of the Policy to ensure that it

isappropriate for, and aligned to, our

evolving strategy, while ensuring that

remuneration outcomes remain aligned

to the experiences of our shareholders,

employees and other stakeholders. As

part of this we will carefully consider

whether the SPP remains the right

incentive plan or whether an alternative

approach would be more appropriate.

The Committee believes that the current

Policy has operated as we intended

during the year.

Wider workforce remuneration

The Committee has consistently

considered wider colleague pay as

context for the decisions it makes. The

Committee is kept updated through the

year on general employment conditions,

basic salary increase budgets (with

particular focus on this in FY22 in the

context of inflation levels and increases

in the cost of living), the level of bonus

pools and payouts, and participation in

share plans. The Committee is therefore

aware of how total remuneration at the

Executive Director level compares to the

total remuneration of the general

population of employees.

The Company has a People Forum which

is attended by employee representatives

from across the business. The People

Forum discusses pay as well as other

matters which affect employees. The

impact of the rising cost of living was

also discussed with the People Forum

aswell as what the Company is doing

tosupport employees with this. It was

explained to employees that the

Directors of the Company had decided

to either give up their increase for

thisyear or take a materially reduced

increase, with the money given up being

used to increase salaries of lower-paid

employees. I attended the People Forum

during the year and was able to hear

participants’ views on pay – I would like

to thank participants, whose feedback

and views were considered by the

Committee as part of its annual process.

Conclusion

The Committee is satisfied that our

outcomes for FY22 are aligned with

theinterests of shareholders, that they

reflect our strong performance over this

year and that the Policy has operated

asintended. I look forward to receiving

your support for the Directors’

Remuneration Report at the AGM

on21 September 2022.

Helen Stevenson

Chair of the Remuneration Committee

20 July 2022

Total |

£3,579

Total | £2,639

Total | £1,951

June Felix

Charlie Rozes

Jon Noble

Salary Pension and benefits SPP Buyout awards

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Remuneration at a Glance

Remuneration in FY22

Total remuneration (£000)

FY22 SPP outcome

Threshold Maximum

Metric Weighting EPS: 0% payout, TSR: 25% payout 100% payout Outcome

EPS 55%

Actual: 96.3p

100%

62.2p 76.0p

TSR 25%

Actual: 90th percentile

100%

Median ranking Upper quartile ranking

Non-financial

Details of performance are set out

on page88

20%

Actual: 95%

95%

0% 100%

Total 100% 99%

Discretionary adjustment -5%

Final 94%

SPP outcome

Maximum opportunity % of maximum % of salary

Delivered in cash

(30%)

Deferred into shares

(70%)

June Felix 500% of salary 94% 470% £866,000 £2,022,000

Charlie Rozes 400% of salary 94% 376% £557,000 £1,299,000

Jon Noble 400% of salary 94% 376% £451,000 £1,052,000

We have delivered an excellent set of results

inFY22 as well as continued to deliver on our

strategy to expand and diversify, and this is

reflected in pay outcomes.

The following section shows a summary

oftheperformance measures we use, and

theresulting pay for Executive Directors.

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Summary of 2020 Directors’ Remuneration Policy

The Directors’ Remuneration Policy describes the framework, principles and structures that guide the Remuneration

Committee’s decision-making process in relation to Directors’ remuneration arrangements.

Objectives of the Remuneration Policy

The Remuneration Policy is set to ensure that remuneration is sufficiently competitive to attract and retain Senior Executives

ofa high calibre and to provide a suitable incentive to drive performance, while remaining appropriate in the context of our

approach to pay throughout the organisation. The Policy has been designed taking into account the principles of Provision 40

ofthe Code, and the table below sets out how the Policy aligns with these principles.

Clarity We provide open and transparent disclosures regarding our executive remuneration arrangements.

OurRemuneration Policy is designed to recognise and reward performance that supports the execution

of strategy and helps drive sustainable shareholder value growth.

Simplicity Our Remuneration Policy is designed to be straightforward, easy for shareholders and employees to

understand, and simple for the Group to monitor.

Predictability Our Remuneration Policy contains details of the maximum opportunity levels for each component

of pay. Actual incentive outcomes vary depending on the level of the performance achieved against

specific measures.

Proportionality,

risk and alignment

toculture

We believe the Remuneration Policy is consistent with regulatory and corporate governance

requirements. It is also designed to achieve effective risk management through the choice of

performance measures and targets, shareholding requirements and malus and clawback provisions.

Remuneration Policy table

The following table summarises each element of the Remuneration Policy for the Executive Directors and provides an overview

of how the Remuneration Policy will be implemented for FY23.

We have not made any changes to the Directors’ Remuneration Policy that was approved at the 2020 AGM on 17 September

2020. Full details of the approved Policy are included within the 2020 Annual Report and Accounts, which can be viewed in the

‘investors’ section on our website iggroup.com. In line with the DRR reporting regulations we will be reviewing our Policy during

the year and will be submitting a new policy to shareholders for approval at the 2023 AGM.

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Purpose and link to strategy Operation Opportunity Implementation for FY23

Base salary

To recruit and retain key

employees of an appropriate

calibre to deliver the strategic

objectives of the Group.

Base salaries are normally

reviewed by the Committee

annually, with salary increases

effective from 1 June.

Base salaries are set taking

into account:

¼ Scale, scope and

responsibility of the role

¼ Experience of the individual

and their performance

¼ Pay and workforce policies

elsewhere in the Group

¼ Business performance and

prevailing market conditions

¼ Salary levels at other

companies of a similar size,

complexity, geographic

spread and business focus

While there is no maximum

salary, increases will normally

be in line with the typical

increases awarded to

otheremployees.

However, increases may be

above this level in certain

circumstances.

During the year the

Committee reviewed the

COO’s salary in light of the

broadening of his role to

include responsibilities such

as leadership of the data

science and governance

strategy, and of our approach

to ESG. Taking into account

the increase in the COO’s

responsibilities, the

Committee determined that it

was appropriate to increase

the COO’s salary to £410,000

per annum (8.2% increase)

from 1 October 2021.

As part of the normal annual

salary review, the Committee

has agreed that salaries for

Executive Directors will be

increased by 3% this year,

below the average increase

for the wider workforce of

5.5%. This difference in the

actual pay awarded and the

average increase for the wider

UK workforce will be diverted

to lower-paid employees

whoare feeling the greatest

impact from the rising cost of

living. Salaries from 1 June

2022 are therefore:

¼ CEO – £633k

¼ CFO – £508.5k

¼ COO – £422.5k

Directors’ Remuneration Report and Policy continued

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Purpose and link to strategy Operation Opportunity Implementation for FY23

Pension and benefits

Competitive, cost-effective

flexible pension and benefits

allowance to help recruit and

retain Executive Directors.

Executive Directors are eligible

to participate in the Company’s

flexible pension and benefits

plan, from which Executive

Directors can receive a range

of benefits, Company pension

contribution or cash allowance.

Executive Directors may

participate in a share-incentive

plan (SIP), savings-related share

option scheme (SAYE) or any

other all-employee plans on the

same basis as other employees

up to HMRC-approved limits.

The Committee may introduce

other benefits if it is considered

appropriate to do so.

Where appropriate, the

Company may provide support

to Executive Directors in the

preparation of their tax returns.

Executive Directors shall be

reimbursed for all reasonable

expenses and the Company

may settle any tax incurred.

Where an Executive Director is

required to relocate to perform

their role, the appropriate

one-off or ongoing benefits

may be provided (eg housing,

schooling etc).

The maximum pension

andbenefits allowance for

Executive Directors will be

inline with the allowance

available to the wider

workforce in the UK. This rate

is currently 12% of salary.

Executive Directors may

participate in a SIP, SAYE

orother all-employee plan

upto the same maximum

asother employees.

Pension and benefits

allowances for Executive

Directors for FY23 are

unchanged and are as follows:

¼ CEO – 12% of salary

¼ CFO – 12% of salary

¼ COO – 12% of salary

This is in line with the

rateavailable to the

widerworkforce.

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Purpose and link to strategy Operation Opportunity Implementation for FY23

Share ownership policy

This aligns the interests

ofmanagement and

shareholders both in and post

employment and promotes a

long-term approach

toperformance

andriskmanagement.

Executive Directors are

expected to build a holding

ofshares to the value

ofaminimum of 200%

ofbasesalary.

It is normally expected that

theshareholding guideline

would be met within five years

from the date of appointment

(unless exceptional

circumstances apply).

The Committee will review

progress annually, with an

expectation that Executive

Directors will make progress

towards achieving the

shareholding policy each year.

Following ceasing to be an

Executive Director, Executive

Directors will normally be

expected to maintain a

minimum shareholding of

200% of salary (or actual

shareholding if lower) for two

years. This guideline applies

toshares that are released

from the SPP on or after the

adoption of the new Policy at

the 2020 AGM. Any shares

purchased by the Executive

Directors will not be subject to

the guideline.

Not applicable The current shareholdings of

the Executive Directors are:

¼ CEO – 630% of salary

¼ CFO – 206% of salary

¼ COO – 392% of salary

Directors’ Remuneration Report and Policy continued

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Purpose and link to strategy Operation Opportunity Performance metrics Implementation for FY23

Sustained performance plan

The SPP provides a

single incentive plan for

Executive Directors

rather than having

separate annual and

long-term plans.

It provides a simple and

competitive incentive

mechanism that

encourages and

rewards both annual

and sustained long-

term performance,

linked to the Group’s

strategic objectives.

A significant portion of

the SPP award is in

shares, encouraging

Executive Directors to

build up a substantial

stake in the Company,

thereby aligning

theinterests of

management with

shareholders.

Awards are made after

the announcement of

results relating to each

‘plan year’.

For FY21 onwards, plan

contributions pay out

asfollows:

¼ 30% of the award is

delivered in cash

shortly following the

end of the plan year

¼ 20% of the amount

earned will be

awarded in shares

which will be

released to

participants following

the end of the fourth

financial year that

follows the start of

the plan year

¼ 50% of the amount

earned will be

awarded in shares

which will be

released to

participants following

the end of the fifth

financial year that

follows the start of

the plan year

The Committee retains

discretion to scale back

the vesting of awards

atthe end of years

fourand five if the

underlying performance

of the participant and/

or the Group does not

justify the payout of

theaward.

The maximum plan

contribution in respect

of a plan year is 500% of

salary for the CEO and

400% of salary for other

Executive Directors.

Awards are determined

based on performance

for the prior financial

year (financial and

strategic measures) and

for up to three financial

years ending with the

plan year TSR measures.

Performance measures

may comprise, for

example, EPS targets,

TSR and strategic

non-financial measures.

The Committee may

vary performance

measures from year to

year in accordance with

strategic priorities and

the regulatory

environment.

No more than 25% of

the award will normally

be payable for threshold

levels of performance.

The Committee may, in

its discretion, adjust SPP

awards, if it considers

that the outcome

doesnot reflect the

underlying financial

ornon-financial

performance of the

participant and/or the

Group over the relevant

period or that such

vesting level is not

appropriate in

thecontext of

circumstances that

were unexpected or

unforeseen when the

targets were set. When

making this judgement

the Committee may

take into account

suchfactors as

theCommittee

considers relevant.

For FY23 the maximum

plan contribution will

continue to be 500%

ofsalary for the CEO

and 400% for other

Executive Directors.

For FY23 the level of

plan contribution will be

based on:

¼ 55% EPS

performance

¼ 25% on relative TSR

compared to the

FTSE 250 (excluding

investment trusts)

¼ 20% on non-financial

measures, see below

for further details

Performance for EPS

and non-financial

measures will be

assessed over FY23.

TSR performance

willbe assessed over

the three-year period

from 1 June 2020 to

31 May 2023.

EPS targets and

non-financial measures

are considered to be

commercially sensitive

and therefore have not

been disclosed. The

Committee’s intention

isthat these targets

willbe disclosed

retrospectively in

nextyear’s annual

remuneration report.

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Further details on performance measures

For FY23 it is intended that SPP awards will be based on a combination of EPS, TSR and non-financial strategic and operational

performance measures.

Metrics Rationale and link to the strategic KPIs Further details

TSR relative to the FTSE 250

(excluding investment trusts)

25% weighting

TSR measures the total return to

theCompany’s shareholders, both

through share price growth and

dividendspaid, and as such it is aligned

toshareholder interests.

TSR is influenced by how well the Group

performs on a range of other metrics,

including financial indicators such

asrevenue, profit, cash generation

anddividends, and non-financial

indicatorssuch as client satisfaction

andoperational performance.

TSR will be assessed over the period

1 June 2020 to 31 May 2023.

25% of this portion will be awarded for

median performance with 100% of this

portion being awarded for upper quartile

performance (straight-line assessment

in-between).

EPS

55% weighting

EPS is a key indicator of the profits

generated for shareholders, and a

reflection of both revenue growth

and cost control.

EPS targets will be assessed based

onperformance for the year ending

31 May 2023.

The Committee sets EPS targets

takinginto account relevant factors

including Board-approved budget,

marketconsensus expectations and

historical targets.

Payouts start to accrue for reaching

threshold levels of performance with

100% of this portion being awarded for

the achievement of maximum

performance.

Non-financial strategic and operational performance schemes (20% weighting)

The non-financial metrics are specifically designed to measure factors important to IG in continuing to operate on a profitable

and sustainable basis for the long term. These goals include a number of objectives which are focused on our sustainability

agenda both from an environmental, people and societal perspective. Non-financial measures have been grouped into three

categories: strategic enablers (50%), people and culture (including diversity and inclusion) (25%) and client experience (25%).

When assessing the non-financial metrics, the Committee deliberately separates the assessment from any review of financial

performance, viewing them both as important, but recognising they are assessed and rewarded separately. This is to ensure

that management are incentivised to deliver in-year non-financial milestones which are important to maintaining sound

operations and delivering profit and shareholder value in the future.

Strategic enablers

50% weighting

Driving the longer-term diversification and strategic direction of the organisation by

measuring progress against key projects and initiatives that will deliver on our purpose

to power the pursuit of financial freedom for the ambitious.

People and culture (including diversity

and inclusion)

25% weighting

Considering the development and conduct of our people, reinforcing our reputation as

a responsible company and promoting a culture that champions the client, learns fast

together to raise the bar.

Client experience

25% weighting

The short and longer-term development of the client-focused initiatives to provide an

outstanding client experience to our growing and diverse client base.

1 At IG we believe that in order to deliver sustainable progress it is important that a focus on ESG is embedded through the business strategy and its operation. In keeping with this we

have embedded ESG-aligned metrics in the ‘strategic enablers’, ‘people and culture’ and ‘client experience’ sections of our non-financial metrics. For example, diversity and inclusion,

business ethics and information security. ESG-aligned measures will account for at least 15% of the overall SPP.

Directors’ Remuneration Report and Policy continued

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Chair and Non-Executive Directors

The table below summarises each element of the Remuneration Policy applicable to the Chair and the Non-Executive Directors.

Purpose and link to strategy Operation Opportunity Implementation for FY23

To attract and retain Non-

Executive Directors of

appropriate calibre and

experience.

The Committee determines

the fee for the Chair (without

the Chair present).

The Board is responsible

forsetting Non-Executive

Directors’ fees. The Non-

Executive Directors are not

involved in any discussions or

decisions by the Board about

their own remuneration.

Fees are set taking

intoaccount the time

commitment required to fulfil

the role and typical practice

at other similar companies.

Fees are within the limits set

by the Articles of Association

and take account of

thecommitment and

responsibilities of the

relevantrole.

The Chair receives a single

feeto cover all of their

Boardduties.

Non-Executive Directors

receive a fee for carrying out

their duties. They may receive

additional fees if they chair

the Board Committees, and

for holding the post of Senior

Independent Director.

Additional fees may be

paidfor additional time

commitments if considered

appropriate.

Committee membership fees

may be paid.

Reasonable costs in relation

to travel and accommodation

for business purposes are

reimbursed to the Chair and

Non-Executive Directors. The

Company may meet any tax

liabilities that may arise on

such expenses.

The Chair and Non-Executive

Directors do not receive

apension and benefits

allowance or participate

inincentive schemes.

Non-significant benefits

maybe introduced if

considered appropriate.

In light of inflation and the

impact on the cost of living,

theChair and Non-Executive

Directors elected not to receive

an increase in fees for FY23

andrequested any increase

bediverted to lower-paid

employees feeling the greatest

impact from the rising cost of

living. The fees from 1 June

2022 are therefore as follows:

¼ Non-Executive Director base

fee – £65,500

¼ Committee Chairs (other

than the Nomination

Committee) – £25,000

¼ Senior Independent Director

– £15,000

¼ Committee membership

fees (excluding the

Nomination Committee

and the Group Board Chair)

– £3,000

¼ North American Board Chair

– £65,000

¼ North American Board

member – £25,000

¼ Chair fee – £302,000

With effect from 1 November

2021, taking into account the

additional responsibilities and

time commitment, an additional

fee of £65,000 was introduced

for the Chair of the North

American Board and an

additional fee of £25,000 was

introduced for being a member

of the North American Board.

The Chair of the North

American Board also receives

an additional £20,000 per

annum to compensate for time

spent in travel to attending

Board meetings.

Board Non-Executive Directors

required to travel a significant

distance to attend Board

meetings receive an additional

£20,000 per annum to

compensate for time spent

travelling. This has been applied

for Susan Skerritt from

December 2021.

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Executive Directors’ service contracts

Executive Directors are employed under a service contract with IG Group Limited (a wholly owned intermediate holding

company) for the benefit of the Company and the Group.

The dates on which service contracts are entered into and notice periods are as follows:

¼ June Felix – 30 October 2018 (12 months’ notice from either party)

¼ Charlie Rozes – 1 June 2020 (12 months’ notice from either party)

¼ Jon Noble – 22 May 2018 (12 months’ notice from either party). Note: Jon Noble’s notice period increased from six months to

12 months with effect from 1 October 2021.

Non-Executive Directors’ service contracts

Non-Executive Directors do not have service contracts; they are engaged by letters of appointment. Each Non-Executive

Director is appointed for an initial term of three years subject to re-election, but the appointment can be terminated on three

months’ notice. Non-Executive Directors may receive reimbursement for business expenses incurred in the course of their

duties, including tax therein if applicable.

Annual Report on Remuneration

This report has been prepared in accordance with the Companies Act 2006, Schedule 8 of the Large and Medium-sized

Companies and Groups (Accounts and Reports) Regulations 2008 (as amended in 2013, 2018 and 2019) and the FCA’s Listing

Rules. TheDirectors’ Remuneration Report, excluding the Policy, will be subject to an advisory shareholder vote at the AGM on

21September 2022.

This part of the report includes a summary of how we implemented the Policy in the financial year ended 31 May 2022.

The parts of the report that are subject to audit have been marked.

Implementation of Remuneration Policy in the financial year ending 31 May 2022

Total single figure of remuneration – Executive Directors (audited)

Contribution to SPP account

Name of

Director Year

Fees/basic

salary

£000

Benefits

allowance/

benefits

3,4

£000

Pension

£000

Total

fixed pay

£000

Buy-out

awards

£000

Vested

element

£000

Deferred

element

£000

Total

variable pay

£000

Total

£000

J Felix 2022 615 76 – 691 – 866 2,022 2,888 3,579

2021 610 87 – 695 – 855 1,994 2,849 3,546

C Rozes 2022 494 55 4 553 230 557 1,299 2,086 2,639

2021 490 56 3 549 309 549 1,282 2,14 0 2,689

J Noble

2022 400 44 4 448 – 451 1,052 1,503 1,951

2021 376 41 4 421 – 422 985 1,407 1,828

Former Executive Director

B Messer

2022 118 13 1 132 – 133 310 443 575

2021 376 42 4 422 – 422 985 1,407 1,829

1 J Noble received a salary increase from £379,000 to £410,000 (8.2% increase), effective from 1 October 2021. For further details see page 80.

2 B Messer stepped down from the Board on 22 September 2021. Remuneration is shown to this date. She remained with the business for the remainder of her notice providing

handover, ceasing employment on 21 January 2022. She was entitled to a pro-rated SPP award in respect of her period of employment (to 21 January 2022) with a value totalling

£913,484. This will be delivered 30% in cash and 70% in share options (which will be released 20% of the total amount in July 2025 and 50% of the total amount in July 2026).

3 Benefits can include critical illness cover, dental cover, health assessments, income protection cover, life assurance, travel insurance and private medical cover. It was agreed under the

updated Remuneration Policy for FY21 that, where appropriate, the Company may provide support to Executive Directors in the preparation of their tax returns. J Felix, C Rozes, J Noble

and B Messer received a flexible benefits and pensions allowance of 12% of base salary less any benefits taken. Executives have the option to receive part, or all, of their pension and

benefits entitlement in cash.

4 The 2022 benefits figure for J Felix and the restated 2021 benefits figure includes the £1.8k of matching shares J Felix received as a participant in the share-incentive plan. The 2021

benefits figure has also been restated to include the £1.8k of matching shares J Felix received as a participant in the share incentive plan in 2021.

5 As disclosed in the 2020 Annual Report, C Rozes forfeited a number of share awards which the Company bought out on a like-for-like basis. As part of his buy-out, Charlie was granted

an award over 35,616 shares which vested on 30 June 2022 based on the average of the performance outcome of the SPP for FY21 and FY22, which was 93.7% of maximum. This

resulted in 33,372 shares vesting, with an additional 3,828 shares accrued in respect of dividends. For the purpose of the single figure this award has been valued based on the share

price on the date of vesting of £6.905. The share price used to determine the level of award was £7.34 and the share price on the date vesting was £6.905 therefore none of the value in

the single figure table is attributable to share price appreciation. The Committee did not exercise discretion in relation to this share price appreciation.

6 Figures provided are the cash values of the SPP contributions in respect of performance for the period ending 31 May 2022 (ie plan year 9). The vested element is the proportion of the

plan year contribution for the relevant period that is paid in cash shortly following the end of the financial year (30% of the total amount). The deferred element is the proportion that is

awarded in share options that will be released 20% of the total amount in July 2025 and 50% of the total amount in July 2026. Details of SPP awards held in the plan account related to

awards for prior years are provided in the Other share awards outstanding table on page 94. As awards are included based on their value at the date of grant, no portion of the award

disclosed is attributable to share price growth and the Committee did not exercise discretion in relation to share price.

Directors’ Remuneration Report and Policy continued

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Total single figure of remuneration – Non-Executive Directors (audited)

Name of Director Year

Fees

5,6

£000

Benefits

£000

Total

£000

M McTighe 2022 302 – 302

2021 300 – 300

J Moulds 2022 109 – 109

2021 102 – 102

R Bhasin

2022 72 – 72

2021 63 – 63

A Didham 2022 97 – 97

2021 81 – 81

Wu Gang

2022 69 – 69

2021 45 – 45

S-A Hibberd 2022 97 – 97

2021 94 – 94

M Le May 2022 114 4 118

2021 79 – 79

S Skerritt

2022 83 14 97

2021 – – –

H Stevenson 2022 94 – 94

2021 86 – 86

Former Directors

L Pollina

2022 16 – 16

2021 16 – 16

1 R Bhasin joined the Board on 6 July 2020. Remuneration for FY21 is shown from this date.

2 Wu Gang joined the Board on 30 September 2020. Remuneration for FY21 is shown from this date.

3 S Skerritt joined the Board on 9 July 2021. Remuneration is shown from this date.

4 L Pollina joined the Board on 4 March 2021. Remuneration for FY21 is shown from this date. L Pollina stepped down from the Board on 9 July 2021. Remuneration for FY22 is shown to

this date.

5 Other than in respect of the Chair, basic Non-Executive Director fees were £65,500 per annum in FY22 (£65,000 per annum in FY21) with an additional £25,000 paid for chairing a

Board Committee (other than the Nomination Committee) and £3,000 for membership of a Committee (excluding the Nomination Committee). The Senior Independent Director also

receives an additional fee. This was £10,000 until 17 September 2020 and was increased to £15,000 from this date. With effect from 1 November 2021, taking into account the

additional responsibilities and time commitment, an additional fee of £65,000 was introduced for the Chair of the North American Board and an additional fee of £25,000 was

introduced for being a member of the North American Board. The Chair of the North American Board also receives an additional £20,000 per annum to compensate them for the

additional time spent in travel to attending Board meetings.

6 S Skerritt receives an additional £20,000 per annum to compensate her for the additional time spent in travel attending Group Board meetings.

7 Certain Non-Executive Directors’ expenses relating to the performance of a Director’s duties, such as travel to and from Company meetings and related accommodation, have been

classified as taxable benefits. In such cases, the Company will ensure that the Director is kept whole by settling the expense and any related tax. The figures shown include the cost of

the taxable benefit plus the related personal tax charge.

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Sustained performance plan (SPP)

Determination of SPP contribution for the financial year ending 31 May 2022 (audited)

Performance targets for plan year 9 (financial year ending 31 May 2022) comprised EPS targets, TSR and non-financial

measures. TSR performance was measured over the three-year period from 1 June 2019 to 31 May 2022, and EPS and

non-financial measures over the financial year ending 31 May 2022.

Performance

measure Weighting

Threshold (25% payout for TSR and

0% for EPS)

Maximum

(100% payout) Actual performance

Percentage of

maximum award

to Directors

EPS 55% 62.2p 76.0p 96.3p 100%

TSR 25% Median ranking Upper quartile ranking +74.9% T S R

18th out 164 companies

100%

Non-financial 20% 0% 100% 95% of maximum awarded

(see below for details)

95%

Total 100% 99%

Discretionary

adjustment

-5%

Final 94%

The maximum award for the CEO role is 500% of basic salary, with all other Executive Directors being eligible for a maximum

award of 400% of basic salary.

Performance measures: how these are set, and a review of performance for the year ended 31 May 2022

EPS (55% weighting)

At the start of the financial year, the Committee established an EPS range in order to measure the performance and determine

the payouts under the SPP. In doing this, the Committee took into account a number of relevant factors, including the Board-

approved budget and market consensus expectations.

EPS performance for FY22 was 96.3 pence, which is materially ahead of internal and external expectations of performance at

the start of the year. While EPS is lower than our record performance in FY21 it is still significantly ahead of our performance for

FY20 and prior years, demonstrating the long-term progress we are making in the execution of our strategy.

TSR (25% weighting)

TSR performance is assessed against the FTSE 250 (excluding investment trusts). 25% of this element is awarded for median

performance with the full portion being awarded for upper quartile performance or above with straight-line vesting in between.

For the award to be granted in respect of the year to 31 May 2022, TSR was measured over the three-year period from 1 June

2019 to 31 May 2022. Actual TSR performance for the three-year period was 74.9% (2021: 29.4%). TSR was positioned above

the upper quartile compared to the comparator group over the three-year period and therefore 100% of this element will be

awarded.

Non-financial measures (20% weighting)

The Committee approved a series of non-financial measures comprising strategic drivers, client experience, people and culture

and environmental and societal impact during the year ended 31 May 2022. These measures are also used for determining a

portion of the staff general bonus pool.

An average of the performance under the specific objectives resulted in an overall assessment of 95% (2021: 94%) of the

potential payout under this element.

Directors’ Remuneration Report and Policy continued

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

The table below provides details of the individual measures considered and their performance assessment for the year ended

31 May 2022.

Component Detail FY22 outcome

Strategic drivers

40% weighting

¼ Completion of tastytrade acquisition. Excellent progress on

integration from a talent, marketing, risk and controls, technology

and operations perspective. Synergies workstreams

progressingwell

¼ Excellent progress in technology development providing more

capacity headroom for peak trading

¼ Good progress in our exchange traded derivatives business

inEurope

37%

Client experience

25% weighting

¼ Excellent systems uptime reflecting the investment made

in this area in recent years

¼ Reduction in number of complaints and enhanced customer

satisfaction

23%

People and culture

25% weighting

¼ Excellent progress in embedding our purpose throughout

theorganisation. Improved employee engagement driven

bystrength of leadership team

¼ Maintained good regulatory compliance and relationship

withregulators

¼ Improvement in gender diversity throughout the organisation,

drivenby changes in policies and practices

25%

Environmental and societal impact

10% weighting

¼ Programmes implemented to support young people, significant

donations to charitable causes and increase in volunteering days

¼ Improved ESG rating from external rating agencies, maintained

carbon neutral status. Carbon literacy training for all Board and

senior executives

10%

Discretionary adjustment

The Group has continued to perform strongly during the year, with financial outperformance, upper quartile shareholder

returns and excellent progress against our operational and strategic objectives.

Non-financial performance during the year was measured and assessed giving due consideration to, amongst other factors,

thesuccessful ongoing integration of tastytrade and tastytrade’s revenue performance versus initial expectations for FY22 set

against our confidence in the long-term opportunities that tastytrade brings to the wider Group. Consideration was also given

to an improved overall client experience, increased employee engagement, and improved societal and environmental impacts.

After careful assessment, the Committee judged that non-financial performance was 95% out of 100%.

Based on the above, while the outcome of the SPP award for the FY22 was calculated at 99% of maximum, the Committee

elected to apply a discretionary adjustment for the Executive Directors of -5% to the outcome reflecting the relative

performance against internal targets for some individual businesses. This has resulted in a final vesting outcome for FY22 SPP

of94% of maximum.

Following this discretionary adjustment, the Committee concluded that the level of the SPP award for FY22 was a fair reflection

of the shareholder value delivered, as well as the enhanced financial performance, and that it was appropriate in the context of

the experience of our other stakeholders.

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Overall summary

Based on the performance for the financial year ending 31 May 2022, we will grant awards under the SPP at 94% of the

maximum potential payout to the Executive Directors after the announcement of the results. The actual number of shares that

will be contributed to a Director’s plan account will be based on the ten-day average share price immediately prior to grant.

Since its introduction nine years ago, the average payout under the SPP is 66% of the maximum. The Committee considers that

the outcomes under the SPP are a fair reflection of performance delivered, and that they are aligned with value achieved for

shareholders over this period.

Financial year 2014 2015 2016 2017 2018 2019 2020 2021 2022

9-year

average

SPP contribution

(% maximum) 54% 41% 90% 27% 80% 18.6% 97. 2% 93.4% 94.0% 66%

Awards granted during the year ended 31 May 2022 (audited)

The SPP awards granted during the financial year ended 31 May 2022 in respect of performance to 31 May 2021 (plan year 8)

are as follows:

Contribution

% of salary

Value of options

awarded

Number of

options awarded

Number of

options in the plan

account after

plan year 8

contribution

Number of

options vested

and exercised

during the year

Number of

options lapsed

Number of

options in the plan

account at the

end of the year

J Felix 467% £1,994,988 224,610 529,833 101,741 – 428,092

C Rozes 374% £1,281,442 144,339 144,339 – – 144,339

J Noble 374% £984,623 110 , 9 0 6 353,918 81,003 – 272,915

B Messer 374% £984,623 110, 9 0 6 3 47,577 78,890 – 268,687

1 30% of the award is delivered in cash following the end of the plan year. The remaining 70% of the award is delivered in nominal cost options (the number and value of which are shown

above).

2 The number of options contributed to the plan account was based on the ten-business-day average share price immediately post the announcement date of the Group’s results for the

year ended 31 May 2021 of 887.8 pence per share. Awards were granted in the form of nominal cost options and are subject to continued employment. The release of shares is subject

to the satisfaction of the underlying financial performance to be tested in the final year of the plan. Full details of performance targets applied to the FY21 SPP awards and the

assessment of performance against targets are set on out pages 89 to 92 of the 2021 Directors’ Remuneration Report.

3 In addition to the awards made in respect of plan year 8, this also includes the brought forward number of options in the plan account from plan years 1 – 7 (where relevant) with its

respective accrued dividend shares.

4 The closing share price on 5 August 2021, the date of exercise, was £9.115 and the exercise price of the share options was 0.005p.

For awards granted in respect of years up to and including the financial year ending 31 May 2020 (plan years 1 – 7), in

accordance with the scheme rules 33.3% of the cumulative awards in the plan account will vest in July 2022, with the vesting of

the remaining options deferred. The July 2022 vesting will include additional dividend shares accrued as follows in respect of

plan year 1 – 7 awards held in the plan account: J Felix 16,234, J Noble 12,926 and B Messer 12,733 based on reinvestment at

the dividend payment date.

The SPP reaches the end of its ten-year life following the end of FY23. In accordance with the plan rules 50% of the remaining

balance of the participants’ plan account will be released in July 2023, with a further 25% of the remaining balance released in

both July 2024 and July 2025. J Felix and J Noble have 143,181 shares and 113,997 shares, respectively, which will be subject to

this treatment. Awards granted in relation to plan years from FY21 onwards will continue to vest according to their normal

payout schedule following the termination of the SPP.

The vesting schedule for SPP award granted in respect of FY21 onwards are unaffected.

Buy-out awards for C Rozes (audited)

On leaving his previous role, C Rozes forfeited a number of share awards which the Company bought out on a like-for-like basis.

All awards were granted by the Company on 6 August 2020 and were in the form of nominal cost options. Part of C Rozes’

buy-out was in the form of nil-cost options which vest subject to continued employment between 1 May 2021 and 1 May 2023.

As part of his buy-out, C Rozes was also granted an award over 35,616 shares which vested on 30 June 2022 based on the

average of the performance outcome of the SPP for FY21 and FY22, which was 93.7% of maximum. This resulted in 33,372

shares vesting, with an additional 3,828 shares accrued in respect of dividends.

Awards to be granted in respect of the year ended 31 May 2022

SPP awards for the financial year ending 31 May 2022 will be delivered 30% in cash, 20% in share options released in July 2025

and 50% in share options released in July 2026.

Directors’ Remuneration Report and Policy continued

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Details of the 70% of the SPP award due to be awarded in shares, using an estimate of the options to be granted in respect of

plan year 9 (ie performance to 31 May 2022), are set out below:

Event

Plan contribution in respect of

period ended 31 May 2022

(estimated number of options)

J Felix Plan year 9 282,558

C Rozes Plan year 9 181,536

J Noble Plan year 9 147,019

1 Executive Directors will be granted awards, in respect of 70% of the amount earned, for plan year 9 following the announcement of results for the year ended 31 May 2022 on 20 July

2022. The share price used to calculate the number of awards to be granted will be the ten-day average share price after this date. As the actual average share price is not known at the

time of signing of the Annual Report, the above number of awards has been estimated using a share price of 715.5 pence, being the share price on 31 May 2022. Share awards have an

exercise price of 0.005 pence.

Other share awards outstanding (audited)

Award date

Share price at

award date

Number as at

31 May 2021

Number awarded

during the year

Number lapsed

during the year

Number exercised

during the year

Number

outstanding at

31 May 22

J Felix

SIP: matching shares 6 Aug 19 565.29p 318 0 0 0 318

SIP: matching shares 6 Aug 20 74 3.66p 242 0 0 0 242

SIP: matching shares 5 Aug 21 909.24p 0 198 0 0 198

Total 560 198 0 0 758

Award date

Share price at

award date

Number as at

31 May 2021

Number awarded

during the year

Number lapsed

during the year

Number exercised

during the year

Number

outstanding at

31 May 22

J Noble

SIP: matching shares 6 Aug 19 565.29p 318 0 0 0 318

Total 318 0 0 0 318

Award date

Share price at

award date

Number as at

31 May 2021

Number awarded

during the year

Number lapsed

during the year

Number of

dividend

equivalents added

at vesting

Number exercised

during the year

Number

outstanding at

31 May 22

C Rozes

Buy-out

award

6 Aug 20 734.00p 17,814 0 0 2,041 19,855 0

Buy-out

award

6 Aug 20 734.00p 35,616 0 0 0 0 35,616

Buy-out

award

6 Aug 20 734.00p 4,357 0 0 248 2,426 2,179

Total 57,787 0 0 2,289 22,281 37,795

1 On leaving his previous role, C Rozes forfeited a number of share awards which the Company has bought out on a like-for-like basis as summarised in the table above. For details of

these awards see the 2020 Annual Report.

2 An award of restricted shares vesting in equal tranches on 1 May 2021 and 1 May 2022 (subject to continued employment).

3 An award of performance shares vesting on 30 June 2022 to the same extent as the average vesting outcome for the financial years ending 31 May 2021 and 31 May 2022 of awards

granted under the IG Group sustained performance plan which was 93.7% of maximum. This resulted in 33,372 shares vesting, with an additional 3,828 shares accrued in respect

ofdividends.

4 An award of restricted shares vesting in equal tranches on 1 May 2021, 1 May 2022 and 1 May 2023 (subject to continued employment).

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Table of Directors’ share interests (audited)

Legally owned

Total

% of salary held

under shareholding

policy

31 May 2021 31 May 2022

Share with

performance

conditions

Share options

without

performance

5,6

Vested but

unexercised 31 May 2022 % salary

Executive Directors

J Felix 20 6,111 318,626 – 428,850 – 747,476 630%

C Rozes 25,111 48,120 35,616 146,518 – 230,254 206%

J Noble 83,207 83,207 – 273,233 – 356,440 392%

Non-Executive Directors

M McTighe 6,600 6,600 – – – 6,600 –

J Moulds – 100,000 – – – 100,000 –

R Bhasin – – – – – – –

A Didham – 4,894 – – – 4,894 –

S-A Hibberd – – – – – – –

Wu Gang – – – – – – –

M Le May – – – – – – –

S Skerritt

– – – – – – –

H Stevenson – – – – – – –

Former Directors

B Messer

53,172 – – 268,687 – 268,687 262%

L Pollina

– – – – – – –

1 S Skerritt joined the Board on 9 July 2021.

2 B Messer stepped down from the Board on 22 September 2021.

3 L Pollina stepped down from the Board on 9 July 2021.

4 This figure includes partnership shares that are purchased as part of the Group’s share-incentive plan (SIP) which are not subject to vesting conditions.

5 These figures include the number of matching shares held at 31 May 2022 as part of the Group’s SIP, which will vest after three years from the respective award date, as long as

employees remain employed by the Group.

6 This figure excludes awards under the SPP scheme for performance year ending 31 May 2022, which will be granted following the announcement of the Group’s results on 20 July

2022. The awards held in the SPP plan account include those in respect of plan years 1 – 8 as at 31 May 2022.

7 Calculated as shares owned on 31 May 2022 plus the unvested shares held within the SPP on a net of tax basis at the closing mid-market share price of 715.5 pence on 31 May 2022.

Under the share ownership policy, the Executive Directors are expected to hold shares to the value of a minimum of 200% of

base salary. Shares owned by the Executive Directors as well as unvested SPP share options (on a net of tax basis) count towards

this guideline. It is expected that this guideline is achieved within five years of the date of appointment.

C Rozes’ performance-based buyout award vested on 30 June and as a result his share interest increased by 19,215 after

accounting for shares sold to settle tax and dealing costs. There have been no other changes to any of the Directors’ share

interests between 31 May 2022 and the date of this report.

The awards to be made under the Company’s SPP in respect of the performance period ending on 31 May 2022 are not

included in this table (see page 94 for details).

Leaving arrangements for B Messer (audited)

B Messer, Chief Commercial Officer, stepped down from the Board on 22 September 2021, remaining with the Company until

the completion of her notice period on 21 January 2022 providing handover. Between 22 September 2021 and 21 January

2022, B Messer continued to receive her base salary for this period totalling £125,229. B Messer also received £19,678 for

accrued unused annual leave. B Messer also received income protection, life assurance and private medical insurance,

andherfixed benefits allowance in cash for the period with a total value of £15,027. Tax and legal assistance was also provided

to B Messer and these costs came to £35,101 (including any applicable tax costs).

B Messer was treated as a good leaver for the purposes of the SPP awards which she held in her plan account on cessation of

employment. Outstanding awards in relation to plan years up to and including FY20 will be released one-third in July 2023,

one-third in July 2024 and one-third in July 2025. Awards granted in respect of FY21 will be released in accordance with the

normal vesting schedule. B Messer was also eligible to receive a pro-rated SPP award in respect of FY22 for her period in

employment (to 21 January 2022). As noted above, the SPP in respect of FY22 vested at 94% of maximum and therefore the

total value of this pro-rated award was £913,484. This will be delivered 30% in cash and 70% in share options (which will be

released 20% of the total amount in July 2025 and 50% of the total amount in July 2026). All awards are subject to malus and

clawback provisions.

Directors’ Remuneration Report and Policy continued

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

B Messer is subject to our post-employment shareholding guideline and is required to retain 200% of base salary in shares

(oractual shareholding if lower) for a period of two years from stepping down from the Board.

Payments to past Directors (audited)

No payments were made to past Directors in the year.

Change in Directors’ remuneration compared to Group UK employees

The table below sets out the percentage change in remuneration for each of the Directors and UK Group employees over each

of the last two years. There are no employees in IG Group Holdings plc, and therefore we have voluntarily disclosed the change

in remuneration for UK Group employees.

FY21/FY20 FY22/FY21

Base salary

% change

Taxable benefits

% change

Performance-

remuneration

% change

Base salary

% change

Taxable benefits

% change

Performance-

remuneration

% change

Executive Directors

J Felix 1.7% -21% -2.3% 0.7% -12.9% 1.4%

C Rozes

– – – 0.7% -1.7% 1.4%

J Noble 1.7% 1.7% -2.3% 8.9% 7.3% 6.7%

Non-Executive Directors

M McTighe 300% – – 0.7% – –

J Moulds -39% – – 0.7% – –

R Bhasin

– – – 0.7% – –

A Didham 72% – – 0.7% – –

S-A Hibberd 32% -100% – 0.7% – –

Wu Gang

– – – 0.7% – –

M Le May -23% – – 0.7% – –

S Skerritt

– – – – – –

H Stevenson 614% – – 0.7% – –

Group UK employees

10% 10% 17% 12% 12% 33%

1 C Rozes joined the Board on 1 June 2020.

2 R Bhasin joined the Board on 6 July 2020.

3 Wu Gang joined the Board on 30 September 2020.

4 S Skerritt joined the Board on 9 July 2021.

5 Employee group consists of individuals employed by IG Index Limited the main UK employing entity as IG Holdings Group plc does not have any employees. Median employee salary,

benefits and bonus have been calculated on a full-time equivalent basis. Salary and benefits are calculated as at 31 May, bonus is that earned during the year ending 31 May.

Relative importance of spend on pay

The following table sets out the dividends and overall spend on pay over the past financial year:

2022

£m

2021

£m

Percentage

change

Dividends 186.2 159.7 16.6%

Employee remuneration costs 214.2 177. 5 20.7%

CEO to all employees pay ratio

The CEO’s total remuneration as a ratio against the full-time equivalent remuneration of UK employees is detailed in the

tablebelow:

Year Method

25th percentile

pay ratio Median pay ratio

75th percentile

pay ratio

2022 A 50:1 36:1 25:1

2021 A 55:1 40:1 29:1

2020 A 65:1 46:1 34:1

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

The Company has calculated the ratio in line with the reporting regulations using ‘option A’ (determine total full-time equivalent

remuneration for all UK employees for the relevant financial year; rank the data and identify employees whose remuneration

places them at the 25th, 50th and 75th percentile). We have used option A as we believe it provides the most consistent and

comparable outcome. Data used to determine the pay ratios was taken as at 31 May 2022 and any part-time employees’ salary

and bonus have been pro-rated to convert them into a full-time equivalent.

Base salary

Total

remuneration

25th percentile

£55,700 £71,634

50th percentile

£70,250 £98,930

75th percentile £94,950 £139,594

1 Employees on 25th and 50th percentiles were not considered representative therefore the closest employees we considered to be representative were used.

The CEO pay ratio has been rounded to the nearest whole number. The ratios for FY22 are slightly lower than FY21 and FY20,

which reflects the increase in salaries applied to UK employees during FY22.

During the year the Board has received presentations from management on the approach to the Company’s wider policies on

employee pay, reward and progression. The Committee also reviewed year-end incentive outcomes.

Taking into account the above, the Committee believes that the CEO’s pay ratio and the year-on-year change is fair in the

context of our approach to remuneration more broadly within the organisation.

Statement of shareholder voting

The Directors’ Remuneration Policy was approved at the 2020 AGM. The Directors’ Remuneration Report for the financial year

ended 31 May 2021 was approved at the 2021 AGM. The following votes were received:

2020 Remuneration Policy

Total number of

votes (000s) % of votes cast

For

268,201 88.1%

Against 36,221 11. 9 %

Total 304,422 100%

Withheld 9,350 –

1 ‘For’ includes votes at the Chairman’s discretion.

2021 Annual Report on Remuneration

Total number of

votes (000s) % of votes cast

For

350,242 97.8%

Against 7,999 2.2%

Total 358,241 100%

Withheld 137 –

1 ‘For’ includes votes at the Chairman’s discretion.

Directors’ Remuneration Report and Policy continued

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Total Shareholder Return chart

This graph shows the value, by 31 May 2022, of £100 invested in the Group on 31 May 2012 compared with the value of £100

invested in the FTSE 250 Index and the FTSE 350 Financial Services Index. As the Group is a member of both of these indices,

the Committee believes it is appropriate to compare the Group’s performance against them.

400

300

200

100

May-12 May-13 May-14 May-15 May-16 May-17 May-18 May-19 May-20 May-21 May-22

Value (£) rebased

Source: Datastream

IG Group

FTSE 250 Index

FTSE 350 Financial Services Index

CEO earnings history

T Howkins P Hetherington J Felix

Single figure

remuneration

Annual bonus

outcome

LTIP/VSP/SPP

vesting

outcome

Single figure

remuneration

Annual bonus

outcome

LTIP/VSP/SPP

vesting

outcome

Single figure

remuneration

Annual bonus

outcome

LTIP/VSP/SPP

vesting

outcome

2013 1,103 47% 6% – – – – – –

2014 1,970 – 3%

54%

– – – – – –

2015 1,519 – 41% – – – – – –

2016 210 – 0% 2,641

– 90% – – –

2017 – – – 1,452 – 27.1% – – –

2018 – – – 2, 974 – 80% – – –

2019 – – – 777

– 18.64% 823

6, 7

– 18.64%

2020 – – – – – – 3,640 – 97. 2%

2021 – – – – – – 3,544 – 93.4%

2022 – – – – – – 3,577 – 94%

1 The SPP replaced the annual bonus and value-sharing plan schemes from the financial year ending 31 May 2014.

2 Relates to Value Sharing Plan (VSP) award to T Howkins.

3 Relates to SPP award to T Howkins.

4 P Hetherington was appointed CEO on 15 October 2015; prior to this he was COO. This figure includes a portion of the remuneration that he received during thisperiod.

5 P Hetherington stepped down as CEO on 26 September 2018. The figure shows salary, benefits and pension to this date. The full value of his SPP for FY19 is included in this figure.

6 P Mainwaring performed the role of acting CEO for the period between 26 September 2018 and 30 October 2018 but received no additional remuneration for this period. This figure

therefore includes one month of P Mainwaring’s compensation equating to £66k.

7 J Felix was appointed CEO on 30 October 2018; prior to this she was a Non-Executive Director on the Board. The figure excludes a portion of the remuneration that she received as a

Non-Executive Director between 1 June 2018 and 30 October 2018, which equated to £23k.

100

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Role of the Remuneration Committee

The Committee’s principal roles are summarised below:

¼ Make recommendations to the Board on our Senior Executive Remuneration Policy

¼ Determine an overall remuneration package for the Executive Directors in order to attract and retain high-quality Directors

capable of achieving our objectives

¼ Set and agree with the Board a competitive and transparent remuneration framework which is aligned to our strategy

and is in the interests of both the Company and its shareholders

¼ Determine the contractual terms, remuneration and other benefits for the Executive Directors, Chair and senior

management – including the Company Secretary

¼ Determine and review our Remuneration Policy, ensuring it is consistent with effective risk management, and consider

theimplications of this Remuneration Policy for risk and risk management

¼ Determine and agree the policy for the remuneration of the Company Chair and the Executive Directors

¼ Review pay, benefits and employment conditions and the remuneration trends

¼ Approve the structure of share-based awards under our employee incentive schemes, to determine each year whether

awards will be made and, if awards are made, to monitor their operation, the size of such awards and the performance

targets to be used

¼ Ensure that contractual terms on termination, and any payments made, are fair to the individual and the Group, that failure

isnot rewarded and that the duty to mitigate loss is fully recognised

¼ Receive and review reports annually directly from the risk management function on the implications of our Remuneration

Policy for risk and risk management

¼ Monitor relevant regulatory developments, including those affecting UK-listed companies and financial services firms,

toensure the Company’s Remuneration Policy and its operation is consistent with these

¼ Establish the selection criteria, appoint and set the Terms of Reference for any remuneration consultants who advise

theCommittee

The full Terms of Reference for the Committee can be found on our website, iggroup.com. To ensure the Committee discharges

its responsibilities appropriately, an annual forward calendar, linked to the Committee’s ToR, is approved by the Committee.

Main activities during the financial year

During the year, the Committee’s key activities included:

¼ Reviewing the Directors’ Remuneration Policy and the operation of the SPP

¼ Reviewing the Directors’ Remuneration Report published in the 2021 Annual Report and Accounts

¼ Reviewing the fee for the Company Chair and Executive Directors’ remuneration for the 2022 financial year

¼ Reviewing performance against targets for the 2021 SPP award, the vesting of long-term incentive plan awards and for the

determination of the bonus pool

¼ Reviewing the remuneration and bonus awards, including for senior management

¼ Reviewing the proposed targets for the 2022 financial year SPP, including agreeing the non-financial metrics

¼ Reviewing the performance of our sales incentive plans to gain assurance that their design helps promote good conduct

¼ Reviewed and agreed changes required to remuneration arrangements, processes and documentation to comply with

requirements under IFPR and IFD

¼ Reviewing remuneration-related risks, remuneration Code Staff reward outcomes and gender pay gap reporting

¼ Reviewing developments in market practice and corporate governance relating to remuneration

Membership and attendance of the Remuneration Committee

The Remuneration Committee is composed of independent Non-Executive Directors. Following the Board reorganisation there

have been a number of changes to Committee membership this year. The current members of the Committee are Helen

Stevenson (Chair), Jonathan Moulds, Sally-Ann Hibberd, Andrew Didham and Mike McTighe.

The CEO and the CFO attend the Committee meetings by invitation. The Company Chair is a member of the Committee

although the Company Chair and Executive Directors do not attend or take part when matters relating to their own

remuneration are discussed. The Chief People Officer and representatives from other areas of the business attend the

Committee meetings by invitation as appropriate to the matter under consideration.

Following each Committee meeting, a formal report is made to the Board in which the Chair of the Committee describes the

proceedings of the Committee meeting and makes recommendations to the Board as appropriate.

Directors’ Remuneration Report and Policy continued

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Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Advice to the Committee

During the financial year ended 31 May 2022, the Committee consulted the CEO about remuneration matters relating to

individuals other than herself. The Chief People Officer and the Senior Reward Manager provide support to the Committee.

TheCompany Secretary is secretary to the Committee and also provided advice and support as required.

External advisers attend Committee meetings at the invitation of the Committee Chair.

The Remuneration Committee appointed Deloitte LLP (Deloitte) as advisers to the Committee in April 2019, following

acompetitive tender process.

Deloitte’s fees for advice provided to the Committee during the financial year ending 31 May 2022 were £182,800

(excludingVAT). Fees are charged on a time and material basis.

Deloitte are founding members of the Remuneration Consulting Group and are signatories to its Code of Conduct, which

requires its advice to be objective and impartial. During the year, Deloitte also provided unrelated advisory services in respect of

regulatory, risk management and tax advice, Internal Audit services and agreed-upon procedures-based assurance services.

It is the view of the Committee that the engagement team at Deloitte that provided remuneration advice to the Committee

during the year do not have connections with the Group or its Directors that may impair their independence. The Committee

reviewed the potential for conflicts of interest and judged that there were appropriate safeguards against such conflicts.

TheCommittee considers that the advice received from the advisers is independent, straightforward, relevant and appropriate,

and that it has an appropriate level of access to them and has confidence in their advice.

Committee evaluation

During the year, an evaluation of the performance of the Committee and its members was undertaken in line with the

Committee’s Terms of Reference. The evaluation process was facilitated by the Company Secretariat as part of the overall

annual Board and Committee effectiveness review.

Further information of the evaluation of the Board and its Committees and of individual Directors is given on page 70, together

with a review of the progress on actions arising from the internally run performance review undertaken during 2021.

This report was approved by the Board of Directors on 20 July 2022 and signed on its behalf by:

Helen Stevenson

Chair of the Remuneration Committee

20 July 2022

102

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Audit Committee Report

Andrew Didham

Chair of the

Audit Committee

Our key focus is oversight of financial

reporting and the surrounding internal

control environment.”

Andrew Didham, Chair of the

Audit Committee, gives his

review of the Committee’s

activities during the

financialyear.

Chair’s overview

I am pleased to present the Audit

Committee Report setting out the

Committee’s activities during the

year and how it has discharged its

responsibilities. The Committee has

continued to work closely with other

Board Committees, in particular the

Board Risk Committee, in respect to

relevant issues affecting more than

one Committee, including operational

risk and control developments

and strategic developments.

The acquisition of tastytrade and the

subsequent disposal of Nadex and

Small Exchange has been an area

of focus for the Committee during

FY22. The Committee has received

regular updates on the finance

integration of the tastytrade business

and in relation to the appropriate

reporting of the transactions.

During the financial year, we held a joint

meeting with the Board Risk Committee

to review and discuss matters common

to both Committees. This included

review of the Risk Acceptance Policy

and Procedure; our ICAAP, ILAA and

Recovery Plans; financial and regulatory

capital forecasts; and privileged access

management. All members of the Audit

Committee and Board Risk Committee

attended this meeting. It was agreed

that this would take place on an annual

basis going forward.

Role of the Audit Committee

The principal roles and responsibilities of

the Committee are set out in its Terms

of Reference, and include, but are not

limited to:

¼ Reviewing the clarity, completeness

and appropriateness of disclosures

inthe IGGH, IGM, IGI and IGT&I

financial statements and the context

in which statements are made,

including the Going Concern and

Viability Statement

¼ Reviewing and assessing the

controlenvironment via Internal

Auditreports

Members and attendance

FY22 key focus areas

Meeting attended Did not attend

¼ Client money and assets review

¼ tastytrade acquisition accounting

¼ Privileged access management

¼ Disposal of Nadex and Small Exchange

Andrew Didham

Chair of the Committee

Malcolm Le May

Committee member

Rakesh Bhasin

Committee member

103

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

¼ Reviewing and assessing the progress

on implementation of audit

recommendations via the Control

Action List

¼ Monitoring and reviewing the

effectiveness of our Internal Audit

function in the overall context of the

our internal controls and risk-

management systems

¼ Recommending the appointment

ofthe External Auditor and reviewing

its effectiveness, fees, terms

andindependence

¼ Monitoring the availability of

distributable profits for the purpose

of considering dividend payments

¼ Reviewing and approving our

whistleblowing arrangements

The Committee’s full Terms of

Reference are reviewed on an annual

basis and were last reviewed in May

2022. They are available on our website.

Membership and attendance

All Committee members are

independent Non-Executive Directors

who between them draw on

broadbusiness and financial

servicesexperience.

The Code requires that at least

one member of the Committee,

determined by the Board, has recent

and relevant financial experience, and

I as Committee Chair continue to fulfil

those requirements. The Committee

as a whole has competence relevant

to the sector in which we operate.

The CFO, CEO, Global Head of

Internal Audit, Company Secretary

and representatives from

PricewaterhouseCoopers LLP (PwC),

the External Auditor, attend Committee

meetings by standing invitation.

Members of senior management

from various areas of the business

attend the Committee meetings

by invitation when necessary.

The Committee has four scheduled

meetings a year and will additionally

meet if and when required.

How the Committee operates

To ensure the Committee discharges its

responsibilities appropriately, an annual

forward calendar, linked to the

Committee’s Terms of Reference and

covering key events in the financial

reporting cycle, is approved by the

Committee. The Company Secretary

and the CFO assist me in drafting the

agenda for each Committee meeting.

Following each Committee meeting,

aformal report is made to the Board

inwhich the Chair of the Committee

describes the discussions and

challenges from the Committee

meeting, and has the opportunity

toescalate any items and make

recommendations to the Board

asappropriate.

Members of the Committee also meet

separately with the Global Head of

Internal Audit and the External Auditor

to focus on their respective areas

ofresponsibility, and to discuss any

potential requirements for support

fromthe Committee to address

anyissues arising.

Main activities during the

financialyear

Financial reporting

In relation to financial reporting, the

primary role of the Committee is to

work with management and the External

Auditor in reviewing the appropriateness

of the half-year and annual Financial

Statements. The Committee

discharged its responsibilities in

this area through focusing on the

following, among other matters:

¼ Assessing the quality and

acceptability of accounting policies

and practices

¼ Ensuring disclosures are clear and

compliant with financial reporting

standards, and relevant financial and

governance reporting requirements

¼ Considering material areas in which

significant judgements and estimates

have been applied or there has been

discussion with the External Auditor

¼ Reviewing announcements and

Financial Statements prior to

issuance, including preliminary and

half-year results announcements and

recommending these to the Board

for approval

¼ Reviewing the processes to support

the assessment and determination of

the principal risks that may have an

impact on our solvency and liquidity,

before recommending and approving

the Going Concern and Viability

Statement to the Board

¼ Evaluating on behalf of the Board

whether the Annual Report and

Financial Statements, taken as

awhole, are fair, balanced and

understandable, and provide

theinformation necessary for

shareholders to assess our position

and performance, business model

and strategy

¼ Receiving a paper summarising all

statements and assurances required

of Directors in the Annual Report and

Accounts together with evidence to

support the Directors’ views and

required statements

¼ Overseeing our approach to tax

management and control

¼ Reviewing the inherent risks in

thefinancial reporting process

andsystems

¼ Reviewing and considering both audit

and non-audit services required.

To aid this review process, the

Committee has considered reports from

the CFO and his team and the Internal

and External Auditors.

The Committee considered and

discussed with management and the

External Auditor the primary areas of

judgement and disclosure in relation to

the Financial Statements for FY22,

details of which are set out on pages

104 to 109.

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GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Role of the Committee Discharge of responsibilities Conclusion/action taken

Going concern and long-term viability

The Directors are required to make a

statement in the Annual Report as to the

going concern and longer-term viability

of the Group.

The Committee evaluated various

reports from management that set out

the view of the Group’s going concern

and longer-term viability. These reports

detailed the impact of outcomes of

stress tests after applying multiple

scenarios to determine how we were

able to cope with deterioration in

liquidity profile or capital position.

Taking into account the assessment

bymanagement of stress-testing results

and risk appetite, the Committee agreed

to recommend the Going Concern

andViability Statement to the Board

forapproval.

Carrying value of goodwill and other intangible assets

In accordance with accounting

standards, we are required to review any

goodwill balances for impairment and

toconsider the underlying assumptions

used in determining the carrying value

ofthese assets.

In addition, we are required to assess

whether there is any indication the other

intangible assets may be impaired.

The Committee reviewed a report from

management setting out the key

assumptions used in the impairment

review of the goodwill balance and an

associated sensitivity analysis. The

Committee also considered the work

ofthe External Auditor on goodwill and

intangible assets.

An independent external valuation

agency has provided support in valuing

the US cash-generating unit as part of

the annual goodwill impairment testing.

Based on the assessment performed,

theCommittee concluded that there

should be no change to the recorded

carrying value of the goodwill and other

intangible assets.

The Committee concluded that adequate

disclosure was included within the

financial statements.

Audit Committee Report continued

105

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Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Role of the Committee Discharge of responsibilities Conclusion/action taken

Business combinations and discontinued operations

During the period, we completed the

acquisition of tastytrade and its

subsidiaries. We also completed the sale

of our 100% holding in Nadex.

We are required to properly disclose

matters relating to the acquisitions and

disposals in our financial statements.

We are required to consider whether our

accounting policies relating to business

combinations are appropriate.

The Committee reviewed various reports

from management setting out the

assumptions used to determine the fair

value of assets and liabilities acquired

with tastytrade.

The Committee reviewed a report

frommanagement relating to the

identification of assets held for sale and

the profits associated with the Nadex

discontinued operation.

The Committee reviewed the disclosures

relating to the acquisitions and disposals

during the year.

The Committee received an update

fromPwC on recent accounting

developments including findings from

the FRC Annual Review relating to

business combinations.

Based on the assessment performed, the

Committee concluded that the fair value

and useful lives of the assets acquired

were appropriate.

The Committee concluded that adequate

disclosure was included within the

financial statements.

Alternative performance measures

We are required to define any alternative

performance measures used and to

explain why they are useful or more

meaningful to describe the performance

during the period.

We are also required to reconcile them

to the closest UK-adopted International

Accounting Standards measures.

The Committee discussed the alternative

performance measures included within

the Annual Report.

The Committee received an update

fromPwC on recent accounting

developments including findings from

the FRC Annual Review relating to

alternative performance measures.

The Committee concluded that the

alternative performance measures

provided a fair representation of business

performance and position, and that

adequate disclosure was included to

reconcile them to the closest UK-adopted

International Accounting Standards

measures.

Tax provisions

Calculating the Group’s corporation tax

charge involves a degree of estimation

and judgement, as the tax treatment

ofcertain items cannot be finally

determined until resolution has been

reached with the relevant tax authority.

Where appropriate, we hold tax

provisions in respect of the potential

taxliability that may arise on these

unresolved items.

We have generated tax losses in certain

jurisdictions where we operate. We’ve

recognised deferred tax assets in

respect of these losses to the extent that

future profits have been forecast.

The Committee reviewed a report

frommanagement that detailed the

assumptions made in calculating the

Group’s corporation tax charge and

provisions. Our External Auditor also

provided commentary on this matter to

the Committee. The Committee has also

reviewed our Tax Risk Management

Policy and Tax Strategy.

The Committee concluded that the

corporation tax charge and provisions

recorded were appropriate and complete.

The Committee recommended our Tax

Risk Management Policy and Tax Strategy

to the Board for approval.

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Role of the Committee Discharge of responsibilities Conclusion/action taken

Legal entity governance

To aid with its review of corporate

governance, the Committee has

received support from the Company

Secretary, whose Legal Entity

Governance Committee has provided

some oversight over the risk-based

system for the governance, operation

and maintenance of the Group’s

legalentities.

The Committee noted the work that

hadbeen undertaken during the year

toreview legal entity governance

globally, including the development of

appropriate procedures and policies.

The establishment of a North American

Board has helped to strengthen our

Corporate Governance Framework

following the acquisition of the

tastytrade business.

Work is underway to ensure appropriate

governance arrangements are in place

across our other Regulated Entities to

support our future growth and strategy

through the creation of a new Subsidiary

Governance Framework.

The Committee was satisfied with the

progress made and the proposal to create

a new Subsidiary Governance Framework.

Control environment

Other matters addressed by the Committee included focus on the effectiveness of our control environment and

performance of our IT systems, and the Internal Audit function, including the objectivity and independence of Internal

Audit personnel. These are summarised below:

Role of the Committee Discharge of responsibilities Conclusion/action taken

Risk management and internal control

The Committee is required to assist the

Board in the annual review of the

effectiveness of our Risk Management

Framework and internal control systems

The Committee received a report from

the Board Risk Committee including an

assessment of those risks that might

threaten our business model, future

performance, solvency or liquidity.

It considered and challenged

management on the overall

effectiveness of the Risk Management

Framework and internal control systems.

Particular focus was given by the

Committee to the control environment

in respect of corporate actions, following

the significant growth in the number of

clients serviced by the Stock Trading and

Investments business, and privileged

access management.

The Committee reviewed the relevant

disclosures within the Accountability

section of the Governance Report within

the Annual Report.

The Committee agreed to recommend to

the Board the Annual Report statements

relating to the effectiveness of the Risk

Management Framework and internal

control systems.

The Committee has received regular

updates from management regarding the

positive progress made in these areas to

address identified areas for improvement

against the agreed action plans.

Audit Committee Report continued

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Role of the Committee Discharge of responsibilities Conclusion/action taken

Internal Audit

The Committee is required to oversee

the performance, resourcing and

effectiveness of the Internal Audit

function.

The Committee monitored and

reviewedthe effectiveness of our

Internal Audit function in the overall

context of our internal controls and

riskmanagement systems.

It reviewed and assessed the risk-based

Internal Audit plan.

It reviewed and monitored

management’s responsiveness to the

findings of the Internal Audit function.

It monitored the consolidated Control

Action List, noting themes arising,

andreviewed the effectiveness of

thefunction.

The Committee received all Internal

Audit reports and, in addition, received

summary reports on the results of the

work of the Internal Audit function on

aperiodic basis.

The Committee reviewed additional

Internal Audit reports, not forming part

of the annual plan.

It reviewed the performance of the

Internal Audit function against the plan

and an assessment of the effectiveness

of the Internal Audit function.

The priorities for the Internal Audit

function were considered.

The Committee reviewed the resourcing

and effectiveness of the Internal Audit

function and approved the risk-based

audit plan.

The Internal Audit function supports

thework of the Committee.

The Internal Audit function remains

effective and has implemented the

appropriate processes to ensure this.

Thefunction has sufficient resources

todeliver the proposed plan.

The function continues to be efficient,

with robust processes.

Whistleblowing

The Committee considers the adequacy

of our arrangements by which

employees may in confidence raise

concerns about improprieties in matters

of financial reporting or other matters.

The Committee reviewed our

Whistleblowing Policy to ensure that it

remained fit for our needs.

The Committee decided that the

Whistleblowing Policy remained fit

forpurpose.

The Committee concluded that

whistleblowing processes were operating

effectively during the period under

review.All employees acknowledged their

understanding of the policy and additional

training is also being rolled out.

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Role of the Committee Discharge of responsibilities Conclusion/action taken

Client money and assets

The Committee has a responsibility for

overseeing our systems and controls

relating to the holding and management

of client money and assets.

The Committee monitored the

effectiveness of the control environment

relating to client money and assets and

received an annual report on the

operation of the Client Money and

Assets Committee.

The Committee also considered the

report from the External Auditor on

theclient money control environment

and operations.

The Committee further received regular

reports on the control environment of

corporate actions.

The Committee reviewed the control

environment at both Group and

entitylevel.

The Committee considered that the

control environment remained effective.

Role of the Committee Discharge of responsibilities Conclusion/action taken

Oversight of external audit

The Committee is required to oversee

the work and performance of PwC

asExternal Auditor, including the

maintenance of audit quality during

theperiod.

The Committee met with the key

members of the PwC audit team to

discuss the FY22 audit plan and areas

offocus. This included the valuation

oftastytrade.

It assessed regular reports from PwC on

the progress of the FY22 audit and any

material issues identified.

It debated the draft audit opinion ahead

of the FY22 year-end. The Committee

was also briefed by PwC on critical

accounting estimates, where significant

judgement was needed.

The Committee approved the audit plan

and the main areas of focus, including the

potential risk of management override of

controls and the valuation of customer

relationships and assessment of the

carrying value of the tastytrade cash-

generating unit.

More information on the Committee’s

rolein assessing the performance,

effectiveness and independence of the

External Auditor and the quality of the

external audit can be found on page 109.

Audit and audit-related fees

Audit-related fees include those related

to the statutory audit of the Group and

its subsidiaries, as well as audits required

due to the regulated nature of our

business. Also included are fees

associated with testing of controls

relating to our processes and controls

over client money and asset segregation.

During the year, the Committee

reviewed and approved a

recommendation from management

on the Company’s audit and audit-

related fees.

The Committee considers the FY22 audit

and audit-related fees to be appropriate

given the change in complexity of the

Group structure. A breakdown of audit

and non-audit related fees is in note 5 to

the Financial Statements on page 150.

Audit Committee Report continued

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Role of the Committee Discharge of responsibilities Conclusion/action taken

Non-audit services and fees

To prevent the objectivity and

independence of the External Auditor

from becoming compromised, the

Committee has a formal policy

governing the engagement of the

External Auditor to provide non-audit

services. The policy is reviewed on an

annual basis. The Committee reviewed

our policy governing non-audit work

against details of regulations on the

statutory audit of public interest entities.

The Committee reviewed and approved

all arrangements for non-audit fees.

Fees in relation to permitted services

below £0.05 million are deemed pre-

approved by the Committee and are

subject to the approval of the CFO.

Feesabove £0.05 million must be

approved by the Committee, through

the Committee Chair.

The Committee also requested and

received an explanation from PwC of its

own in-house independence process.

The Committee ensured there were

noexceptions to fee limits and approval

processes, per the policy, during

theyear.

During the year, non-audit fees of £0.3

million were paid to PwC, as discussed in

note 5 to the Financial Statements.

Effectiveness of the External Auditor

In assessing the effectiveness and independence of the External Auditor, the Committee considered relevant professional and

regulatory requirements and the relationship with the External Auditor as a whole. The Committee monitored the External

Auditor’s compliance with relevant regulatory, ethical and professional guidance on the rotation of partners, and assessed its

qualifications, expertise, resources, and quality of people and service provided, including a report from the External Auditor on

its own internal quality procedures and independence.

As part of the assessment, a questionnaire was completed by our key stakeholders. The questionnaire addressed matters

including the External Auditor’s independence, objectivity, the quality of planning and execution of the audit, insights and added

value and general support and communication to the Committee and management. The results were analysed, and a report

was presented to the Committee.

The Committee assessed the robustness of the audit process, specifically how the auditor challenged management’s key

assumptions and demonstrated professional scepticism, through discussion with the audit partner, by reviewing PwC’s findings

on areas which required management judgement and in considering the quality and depth of the auditor’s observations

andchallenge.

Following the review of the effectiveness of the External Auditor, the external audit process and an assessment of the External

Auditor’s independence and objectivity, the Committee recommends the reappointment of PwC to the Board for approval by

shareholders at the Company’s 2022 AGM.

There are no contractual obligations restricting choice of External Auditor.

Committee evaluation

During the year, an evaluation of the performance of the Committee was undertaken in line with the Committee’s Terms of

Reference. Further information of the evaluation of the Board and its Committees is given on page 70.

Andrew Didham

Chair of the Audit Committee

20 July 2022

110

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Sally-Ann Hibberd, Chair of the

ESG Committee, highlights

some of the Committee’s key

activities during the year.

Chair’s overview

The ESG Committee has an important

role in providing oversight on behalf

of, and advice to, the Board in relation

to our ESG strategy and activities. The

Board established the Committee

in 2020 and, in the Spencer Stuart

2021 UK Board Index, was recognised

as one of six FTSE 150 companies

with such a Committee. During its

second year of operation it has taken

significant steps to ensure principles of

responsible and sustainable business

are formally embedded across the

business. We are particularly proud

to have started a review of the ESG

impacts of our entire suite of products,

and a project developing new tools

to identify and support vulnerable

clients. These link to what we recognise

as two of the most material ESG

risks posed by our business. We are

also proud to have recommended

a new Financial Education Strategy,

an expression of our value to learn

fast together, and a significant step

towards ensuring that we truly exist

for every ambitious person.

The Committee has worked closely with

our COO, the executive accountable

for ESG, as well as our Group Head of

ESG. At each meeting, the Committee

reviews progress against agreed

metrics under each of the four pillars

of the ESG strategy – Products, People,

Partnerships and Best Practice. The

Committee has continued to consider

the ability of our ESG strategy to

reflect our purpose and values.

ESG Committee Report

Substantial progress has been made to

embed ESG considerations in everything

we do, in line with our purpose, culture

andvalues.”

Members and attendance

Where Directors were unable to attend meetings, they gave the Chair their views

in advance on the matters to be discussed.

FY22 key focus areas

Meeting attended

1 Unable to attend one Committee meeting due to illness.

2 Unable to attend one Committee meeting due to a prior commitment.

Did not attend

¼ Commissioned a review of our

products to better understand their

ESG impacts. This project is ongoing

and will be progressed throughout

FY23

¼ Commissioned a project to develop

a data science driven process for

identifying and supporting

vulnerable clients. This project is

ongoing and will be progressed

throughout FY23

¼ Recommended to the Board our

Financial Education strategy

¼ Recommended to the Board our

Equality, Diversity and Inclusion

strategy

¼ Oversaw ESG-related disclosures

including those under the TCFD

recommendations

¼ Sought and received insights and

feedback from key stakeholders

including shareholders to better

understand their ESG priorities

¼ Recommended that we pledge 1%

of our prior-year post-tax profits to

charitable causes through the

Brighter Future Fund

Sally-Ann Hibberd

Chair of the Committee

Helen Stevenson

Committee member

Rakesh Bhasin

Committee member

Malcolm Le May

Committee member

Sally-Ann Hibberd

Chair of the

ESGCommittee

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Furthermore, the Committee has also

continued to focus on challenging

andsupporting us in relation to our

charitable outreach through Brighter

Future initiatives (see page 32 for

moreinformation). In this area, we are

particularly proud to have overseen a

significant increase in the number of

young people benefiting from our

Brighter Future Fund initiatives, from

22,284 in FY21, to 94,751 in FY22

(seepage 26 for more information).

Role of the ESG Committee

The principal roles and responsibilities of

the Committee include:

¼ Oversight of our ESG strategy

¼ Monitoring and reviewing how the

ESG strategy is received and

regarded by our stakeholders

¼ Overseeing how all elements of the

ESG strategy are reported externally

¼ Ensuring that there are appropriate

policies in place to effectively support

the ESG framework

¼ Assisting on other matters related

toESG as may be referred to it by

theBoard

The Terms of Reference of the

Committee, which were last reviewed in

May 2022, are available on our website.

Membership and attendance

The Committee consists entirely of

independent Non-Executive Directors

and meets on a quarterly basis. The

Committee met four times during

theyear.

The Board Chair, CEO, COO, ESG

Manager, Chief People Officer and Chief

Risk Officer are standing attendees of

the Committee. Representatives from

other areas of the business attend the

Committee meetings by invitation,

asrequired.

How the Committee operates

To ensure the Committee discharges

itsresponsibilities appropriately, an

annual forward calendar, linked to the

Committee’s Terms of Reference is

approved by the Committee. The

Company Secretary, COO and ESG

Manager assist the Chair of the

Committee in drafting the agenda for

each Committee meeting.

Following each Committee meeting,

aformal report is made to the Board

inwhich the Chair of the Committee

describes the discussions and

challenges from the Committee

meeting, and has the opportunity

toescalate any items and make

recommendations to the Board

asappropriate.

Work undertaken during the

financial year

During the year, the Committee

undertook a number of significant

activities.

It has reviewed and monitored the

implementation of our ESG strategy,

aswell as targets, key performance

indicators, its budget and third-party

partnerships. It has also considered

whether the Group maintains

appropriate policies in order to

effectively support its ESG framework.

The first Internal Audit review of ESG

was undertaken during the year at the

Committee’s request. The review

concluded that the Committee was

operating effectively. Unsurprisingly,

given the Committee’s recent formation,

there are a number of areas to work on.

Continued focus will remain on ensuring

Committee members are kept up to

date with best practice, acknowledging

the area of ESG is rapidly evolving across

the world. All Directors have received

TCFD training during the year.

As we embed principles of ESG across

all business activities, the Committee

recognised the importance of ensuring

ESG risks are fully integrated into the

Risk Management Frameworks. To fully

understand these risks, the Committee

sought input from third-party providers.

Committee evaluation

During the year, an evaluation of the

performance of the Committee was

undertaken in line with the Committee’s

Terms of Reference. Further information

of the evaluation of the Board and its

Committees is given on page 70.

Sally-Ann Hibberd

Chair of the ESG Committee

20 July 2022

112

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Jonathan Moulds, Chair of the

Board Risk Committee, gives

his review of the Committee’s

activities during the

financialyear.

Chair’s overview

The Committee has continued to focus

on providing oversight and advice to

the Board in relation to our current

and potential future risk exposures,

including risks to the achievement

of our strategy. The Committee’s

agenda reflects the importance of

reviewing the key actual and emerging

risks faced by the business.

During the year, we have continued

to demonstrate the robustness of our

Risk Management Framework. Again,

we have faced significant turmoil and

heightened risks, including interest

rate rises, geopolitical instability and

the ongoing impact and after-effects

of the global Covid-19 pandemic. We

continue to adapt to changes in the

regulatory landscape, ranging from

the introduction of a Consumer Duty

in the UK, to monitoring developments

regarding Payment for Order Flow

in the US. Our focus on good client

outcomes, resilience and our control

infrastructure means we have seen

limited manifestation of risk, which

would be considered out of keeping

with the volume of business seen.

We have considered in detail the risks

around the integration of tastytrade.

This has included focusing on

implementation of a new operational risk

system to align and embed tastytrade

into our Risk Management Framework.

The Risk function, headed by the Chief

Risk Officer, seeks to ensure a holistic

approach to risk management is

embedded, including through clear

linking of risk reporting to the key risks

facing the business, through the Risk

Taxonomy and Key Risk Indicators, in line

with our Risk Appetite Statement and

Risk Management Framework. The

Committee reviews this framework on

an annual and continuous basis.

The operational risk management

systems continue to be developed and

further embedded into the business,

Board Risk Committee Report

During the year, we have continued to

demonstrate the robustness of our Risk

Management Framework.”

Members and attendance

FY22 key focus areas

Meeting attended

1 Appointed to the Committee on 10 November 2021.

Did not attend

¼ Undertook a detailed evaluation of

the risks and controls around the

integration of tastytrade

¼ Continued to embed the

operational risk framework, assisted

by an ongoing upgrade in risk

management tools. The operational

risk strategy aligns with the business

in FY23 with more focus on

localised ownership of risk

management across all entities

¼ Reviewed our Financial Crime

Framework and associated controls

¼ Developed a strategy for the

enhanced identification of clients

displaying traits of vulnerability,

together with support and

intervention mechanisms

¼ Oversaw the implementation of the

new IFPR in Europe and the UK,

including preparatory work for the

associated new Internal Capital and

Risk Assessment (ICARA)

¼ Monitored closely the associated

risks related to market volatility,

people and business continuity

relating to the war in Ukraine

Jonathan Moulds

Chair of the Committee

Wu Gang

Committee member

Sally-Ann Hibberd

Committee member

Andrew Didham

Committee member

Susan Skerritt

Committee member

Jonathan Moulds

Chair of the Board Risk

Committee

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

with strong stakeholder engagement

that encourages a culture of event

reporting. The Operational Risk team

has adapted its approach to assist

and coach first-line functions in root-

cause analysis relating to events,

enabling improvements to design and

implementation of controls. Operational

risk reports are regularly provided to

related management committees, such

as the Executive Risk Committee and the

Client Money and Assets Committee.

This year’s annual Non-Executive

Director Risk Workshop, as previously,

provided active oversight of, and input

into, our regulatory capital calculations,

as set out in our ICAAP and ILAA. It also

covered the stress testing of our risks,

and our capital and liquidity held against

those, as well as our reverse stress-test

Recovery Plans.

The Compliance function, headed by the

Chief Compliance Officer, has provided

the Committee with regular reporting

of second-line compliance assurance

activity, details of regulatory change and

the assessment of key financial crime

controls, with a focus on the detection

and prevention of market abuse.

Cyber threats remain a significant

issue for the financial sector and the

Committee continues to support the

Chief Information Security Officer

in ensuring we manage our risks

appropriately. Ransomware attacks

have been a particular hot topic

across the industry, with trends

indicating attacks on the increase.

The Committee has sponsored

focused work to be conducted

during 2022 to test our technical,

people and process cyber capabilities

to ensure they work in unison.

Reporting from Internal Audit has

focused on the ongoing state of the Risk

Management Framework – particularly

the development of the operational risk

framework, as well as our current and

potential risk exposures.

During the year, we held a joint meeting

with the Audit Committee to review and

discuss matters common to both

Committees. This included review of the

Risk Acceptance Policy and Procedure;

our ICAAP, ILAA and Recovery Plans;

financial and regulatory capital

forecasts; and privileged access

management. All members of the Audit

Committee and Board Risk Committee

attended this meeting. It was agreed

that this would take place on an annual

basis going forward.

Role of the Board Risk Committee

The Committee provides oversight

andadvice to the Board in relation to

ourcurrent and potential future risk

exposures and future risk strategy.

Thisincludes the determination

of riskappetite and tolerance,

consideringthecurrent and prospective

macroeconomic and financial

environment. Key responsibilities

of the Committee, in addition to

those noted above, include:

¼ Reviewing the design and

implementation of our general

RiskManagement Policy and

measurement strategies

¼ Considering and regularly reviewing

our risk profile relative to current and

future strategy and risk appetite,

identifying any risk trends, material

regulatory changes, concentrations

or exposures and any requirement for

policy change

¼ Carrying out a robust assessment

ofour emerging and principal risks

¼ Considering our ILAA, ICAAP (to be

replaced with ICARA going forwards),

and Recovery Plans

¼ Considering the scope and nature

ofthe work undertaken by the Risk

Management and the control

functions in analysing, monitoring

and reporting of risks forming part

ofour Risk Taxonomy

¼ Providing advice to the Remuneration

Committee on the alignment of the

Remuneration Policy to risk appetite

and annually reviewing remuneration-

related risks

¼ Recommending to the Board the

appointment and, when and if

appropriate, replacement of the

Chief Risk Officer and Chief

Compliance Officer.

The Terms of Reference for the

Committee were last reviewed in May

2022 and are available on our website.

Membership and attendance

The Committee is composed of five

independent Non-Executive Directors.

The Terms of Reference require the

Committee to meet at least four

times a year and additionally as

required. During the financial year the

Committee met five times. As well as

making decisions in its own right, the

Committee makes recommendations

to the Board and, where relevant,

to other Board Committees. The

business of the Committee is reported

at the following Board meeting.

The Executive Directors, the Company

Secretary, the Chief Risk Officer, Chief

Compliance Officer and the Global Head

of Internal Audit attend Committee

meetings as standing attendees.

Representatives from other areas of the

business attend the Committee

meetings by invitation, as required.

How the Committee operates

To ensure the Committee discharges

itsresponsibilities appropriately, an

annual forward calendar, linked to the

Committee’s Terms of Reference, is

approved by the Committee. The

Company Secretary and the Chief

RiskOfficer assist the Chair of the

Committee in drafting the agenda for

each Committee meeting.

Following each Committee meeting,

aformal report is made to the Board

inwhich the Chair of the Committee

describes the discussions and

challenges from the Committee

meeting, and has the opportunity

toescalate any items and make

recommendations to the Board

asappropriate.

114

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Main activities during the

financialyear

During the year, the Committee’s key

activities included:

¼ Reviewing the Risk Appetite

Statement, Risk Taxonomy, Risk

Management Framework and

Compliance Framework

¼ Considering current and emerging

risks facing the business,

includingregulatory change,

theCovid-19 pandemic and the

Russia/Ukraine conflict

¼ Undertaking an evaluation of

tastytrade’s risk profile and

associated integration with the

Group’s Risk Management

Framework

¼ Reviewing the adequacy of our global

insurance cover

¼ Reviewing Product Governance

¼ Reviewing our Financial Crime

Framework

¼ Reviewing and challenging

operational risk development

¼ Reviewing IT and cyber security in

relation to the annual technology

riskreview

¼ Undertaking a formal annual

compliance assessment of material

breaches

¼ Reviewing a culture risk dashboard

and report covering client outcomes,

IT, regulatory outcomes, people

outcomes and conduct more broadly

¼ Reviewing our capital and liquidity

position including through the ICAAP,

ILAA and the Recovery Plans

¼ Overseeing the implementation of

the new IFPR in Europe and the UK,

including preparatory work for ICARA

¼ Receiving reports from Internal Audit

on the Risk Management Framework

¼ Developing a strategy for the

enhanced identification of clients

displaying traits of vulnerability,

together with support and

intervention mechanisms.

Committee evaluation

During the year, an evaluation of the

performance of the Committee was

undertaken in line with the Committee’s

Terms of Reference. Further information

of the evaluation of the Board and its

Committees is given on page 70.

Jonathan Moulds

Chair of the Board Risk Committee

20 July 2022

Board Risk Committee Report continued

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Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

£178.3million). Dividends are recognised

in the Financial Statements for the year

in which they are paid or, in the case of

afinal dividend, when approved by the

shareholders. The amount recognised in

the Financial Statements, as described

in note 11, includes this financial year’s

interim dividend and the final dividend

from the previous year, both of which

were paid.

The final ordinary dividend, if approved,

will be paid on 20 October 2022 to

those shareholders on the register as at

23 September 2022.

Certain nominee companies

representing our Employee Benefit

Trusts hold shares in the Company, in

connection with the operation of the

Company’s share plans. Evergreen

dividend waivers remain in place on

shares held by them that have not been

allocated to employees.

Articles of Association

The Company’s Articles of Association

are available on our website, or by

writing to the Company Secretary at the

Group’s registered office. The Articles of

Association were last amended by

shareholders by means of a special

resolution on 22 September 2021.

Board of Directors and their

interests

The Directors who held office during

FY22 are set out below:

Chair

Mike McTighe

Independent Non-Executive

Directors

Jonathan Moulds

Rakesh Bhasin

Andrew Didham

Wu Gang

Sally-Ann Hibberd

Malcolm Le May

Lisa Pollina – stepped down from the

Board on 9 July 2021

Susan Skerritt – appointed on 9 July2021

Helen Stevenson

In line with the IFPR and the Capital

Requirements (Country-by-Country

Reporting) Regulations 2013, requiring

credit institutions and investment firms

to publish annually certain tax and

financial data for each country where

they operate, the Group’s UK-regulated

subsidiaries will make available their

country-by-country reporting on

ourwebsite.

Disclosures required pursuant to

Listing Rule 9.8.4R

In compliance with the UK FCA’s Listing

Rules, the information in Listing Rule

9.8.4R to be included in the Annual

Report and Accounts, where applicable,

can be found on the following pages:

Detail Page

Waiver of dividends 115

Modern slavery

In compliance with Section 4 (I) of the

Modern Slavery Act 2015, the Group

haspublished its slavery and human

trafficking statement on our website.

Branch offices

We have the following overseas

branches within the meaning of the

CA2006: offices in Australia, China

(Representative Office), France,

Germany, Hong Kong, Ireland, Italy,

NewZealand, the Netherlands, Norway,

Poland, South Africa, Spain and Sweden.

Corporate Governance Statement

In compliance with the UK FCA’s

Disclosure Guidance and Transparency

Rules (DTR) 7.2.1, the disclosures

required by the DTR are set out in

thisDirectors’ Report and in the

Governance Report.

Profit and dividends

The Group’s statutory profit for the year

after taxation amounted to £503.9

million (2021: £371.9 million), all of which

is attributable to the equity members of

the Company.

The Directors recommend a final

ordinary dividend of 31.24 pence per

share, amounting to £134.8 million,

making a total of 44.2 pence per share

and £190.7 million for the year

(2021:43.2 pence per share and

Directors’ Report

The Directors present their report,

together with the Group Financial

Statements, for FY22. The Directors’

Report comprises pages 115 to 117 of

this report, together with the sections of

the Annual Report incorporated by

reference as set out below:

Contents Page

Governance Report

56-

118

Statement of Directors’

Responsibilities 118

Financial instruments

167-

169

Greenhouse gas emissions 33

Workforce engagement,

communication and equal

opportunities

30–

Employees, Customers, Suppliers

and Others Reporting

Requirements Under the

Companies (Miscellaneous

Reporting) Regulations 2018

22–

Policy concerning the

employment of disabled persons

30-

Going Concern and Viability

Statement

54-

Directors’ Remuneration Report

and Policy, service contracts and

details of Directors’ interest in

79-

101

Likely future developments

12-

Risk management and internal

control

46-

Anti-bribery and corruption 35

Section 414A of the CA2006 requires

the Directors to present a Strategic

Report in the Annual Report and

Financial Statements. Theinformation

can be found on pages10 to 55.

The Company has chosen, in

accordance with Section 414C (11)

ofthe CA2006 and as noted in this

Directors’ Report, to include certain

matters in its Strategic Report that

would otherwise be disclosed in this

Directors’ Report, including the Non-

Financial Information Statement

required by Section 414C of the

CA2006, which can be found on

page28.

Directors’ Report

116

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Executive Directors

June Felix

Bridget Messer – stepped down from

the Board on 22 September 2021

Jon Noble

Charlie Rozes

Appointment and retirement

ofDirectors

The rules concerning the appointment

and replacement of Directors are set out

in the Articles of Association. The Board

has the power to appoint any person

as a Director to fill a casual vacancy

or as an additional Director, provided

the total number of Directors does

not exceed the maximum prescribed

in the Articles of Association. Any

such Director holds office only until

the next AGM and is then eligible

to offer themselves for election.

The Articles of Association also require

that all those Directors who have been

inoffice at the time of the two previous

AGMs, and who did not retire at either

ofthem, must retire as Directors by

rotation. Such Directors are eligible to

stand for re-election. However, in line

with the Code’s recommendation, all

Directors will stand for re-election at the

2022 AGM.

Directors’ conflicts of interest

In accordance with the CA2006, all

Directors must disclose both the nature

and extent of any potential, actual or

perceived conflicts with the interests of

the Company. We explain the procedure

for this on page 69.

Insurance and indemnities

The Group has Directors’ and Officers’

liability insurance in place, providing

appropriate cover for any legal action

brought against its Directors. Qualifying

third-party indemnity provisions (as

defined by Section 234 of the CA2006)

were in force during FY22 and a Deed of

Indemnity with the Directors was put in

place. These provisions remain in force

for the benefit of the Directors, in

relation to certain losses and liabilities

which they may incur (or have incurred)

to third parties in the course of acting as

Directors of the Company.

Research and development

In the ordinary course of business,

weregularly develop new products

andservices.

Political donations

The Company made no political

donations to political organisations or

independent election candidates and

incurred no political expenditure in the

year (2021: £nil).

Share capital

The Company has three classes of

shares: ordinary shares, deferred

redeemable shares and preference

shares. As at 31 May 2022, our issued

shares comprised 431,299,455 ordinary

shares of 0.005 pence each

(representing 99.98% of the total issued

share capital), 65,000 deferred

redeemable shares of 0.001 pence each

(representing 0.01% of the total issued

share capital) and 40,000 preference

shares of £1.00 each (representing

0.01% of the total issued share capital).

Details of movement in our share capital

and rights attached to the issued shares

are given in note 23 to the Financial

Statements. Information about the rights

attached to our shares can also be found

in the Articles of Association. Details of

the Group’s required regulatory capital

are disclosed in the Business

Performance Review on page 45.

Variation of rights

Subject to the provisions of applicable

statutes, the rights attached to any class

of shares may be varied, either with the

consent in writing of the holders of at

least three-quarters in nominal value of

the issued shares of that class, or with

the sanction of a special resolution

passed at a separate meeting of the

holders of the shares of that class.

Restrictions on transfer of

securities

There are no specific restrictions on the

transfer of securities in the Company,

other than as contained in the Articles of

Association, this paragraph and certain

laws or regulations, such as those related

to insider trading, which may be imposed

from time to time. The Directors and

certain employees are required to obtain

approval prior to dealing in the

Company’s securities. Certain parties

who were previously shareholders in

tastytrade are subject to contractual

restrictions on transfer in accordance

with the terms of the sale arrangements.

We are not aware of any agreements

between holders of securities that may

result in restrictions on the transfer of

securities or on voting rights.

Exercise of rights of shares in

employee share schemes

The trustees of the IG Group Employee

Benefit Trusts do not seek to exercise

voting rights on shares held in the

employee trusts, other than on the

direction of the underlying beneficiaries.

No voting rights are exercised in relation

to shares unallocated to individual

beneficiaries. The trustees have a

dividend waiver in place in respect of

unallocated shares held in the trust.

Powers of the Directors to issue or

purchase the Company’s shares

The Articles of Association permit the

Directors to issue or repurchase the

Company’s own shares, subject to

obtaining shareholders’ prior approval.

The shareholders gave this approval at

the 2021 AGM. The authority to issue or

buy back shares will expire at the 2022

AGM, and it will be proposed at the

meeting that the Directors be granted

new authorities to issue or buyback

shares. The Directors currently have

authority to purchase up to 43,157,445 of

the Company’s ordinary shares. No

ordinary shares were purchased during

the year.

During the year, 61,000,000 ordinary

shares with an aggregate nominal value

of £3,050.00 were issued as part of

the consideration for the acquisition of

tastytrade. Furthermore, the Company

instructed the trustees of the Employee

Benefit Trusts to purchase shares

in order to satisfy awards under our

share-incentive plan schemes and

also issued shares in respect of the

sustained performance plan. Details

of the shares held by our Employee

Benefit Trusts, and the amounts paid

during the year, are disclosed in note

24 to the Financial Statements.

At the AGM held on 22 September 2021,

the Company was granted authority to

allot ordinary shares in the Company up

to an aggregate nominal amount of

£7,000, being 33% of the total issued

share capital at that date, amounting to

142,419,570 ordinary shares. In addition,

the Company was granted authority to

allot further ordinary shares in the

Company up to an aggregate nominal

amount of £7,000 pursuant to a rights

issue, being 33% of the total issued share

capital at that date, amounting to

142,419,570 ordinary shares. No ordinary

shares were issued under these

authorities during the year.

Directors’ Report continued

117

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Major interest in shares

Information provided to the Company by major shareholders pursuant to the FCA and DTRs is published via a Regulatory

Information Service and is available on our website. The information in the table below has been received in accordance with

information made available to the Company and in accordance with DTR5, from holders of notifiable interests in the Company’s

issued share capital as at 31 May 2022. The lowest threshold is 3% of the Company’s voting rights, and holders are not required

to notify us of any change until this, or the next applicable threshold, is reached or crossed.

31 May 2022

Major interest inshares No. of shares Percentage

Artemis Investment Management LLP 25,617,216 5.94%

BlackRock (Index) 24,677,604 5.72%

MFS Investment Management 24,966,339 5.78%

Massachusetts Financial Services Company 21,530,650 4.98%

The Vanguard Group, Inc. 17,100,088 3.96%

Tom Sosnoff 15,996,740 3.71%

M&G 11, 983 ,351 2.78%

Schroder 12,321,485 2.86%

Royal London Asset Management 10,718,335 2.48%

Subsequent to the year end, on 1 July 2022, the Company was notified that Massachusetts Financial Services Company now

holds 21,612,131 shares representing 5.00% of the Company’s voting rights. The Company has not been informed of any other

changes to the notifiable interests between 31 May 2022 and the date of this Annual Report.

Change of control

Following any future change of control of the Company, participating lenders in the Group’s bank facility agreements have the

option to cancel their commitment. Upon such cancellation, any outstanding loans, including accrued interest and other

amounts due to lenders, will become immediately due and payable. Further details may be found in note 18 to the Financial

Statements.

There are no agreements between the Company and its Directors or employees providing for compensation on any loss of

office or employment that occurs because of a takeover bid. However, options and awards granted to employees under our

share schemes and plans may vest on a takeover, under the schemes’ provisions.

AGM

The Company’s AGM will be held on 21 September 2022. Details of the resolutions to be proposed will be provided in the Notice

of AGM.

Independent Auditors

Resolutions to reappoint PwC as the Company’s External Auditor, and to authorise the Directors to determine PwC’s

remuneration, will be put to shareholders at the AGM on 21 September 2022.

Subsequent events

Please refer to note 34 to the Financial Statements.

On behalf of the Board.

Charles A Rozes

Chief Financial Officer

20 July 2022

118

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

In the case of each Director in office at

the date the Directors’ Report is

approved:

¼ So far as the Director is aware, there

is no relevant audit information of

which the Group’s and Company’s

Auditor are unaware

¼ They have taken all the steps that

they ought to have taken as a Director

in order to make themselves aware

ofany relevant audit information

andto establish that the Group’s

andCompany’s Auditor are aware

ofthat information

On behalf of the Board.

June Felix

Chief Executive Officer

20 July 2022

The Directors are also responsible for

keeping adequate accounting records

that are sufficient to show and explain

the Group’s and Company’s transactions

and disclose with reasonable accuracy

at any time the financial position of the

Group and Company and enable them

to ensure that the Financial Statements

and the Directors’ Remuneration Report

comply with the CA2006.

The Directors are responsible for

the maintenance and integrity of

the Company’s website. Legislation

in the UK governing the preparation

and dissemination of Financial

Statements may differ from

legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the FY22

Annual Report and Financial Statements,

taken as a whole, is fair, balanced and

understandable and provides the

information necessary for shareholders

to assess the Group’s and Company’s

position and performance, business

model and strategy.

Each of the Directors, whose names

and functions are listed on pages 115

to116 confirm that, to the best of

theirknowledge:

¼ The Group and Company Financial

Statements, which have been

prepared in accordance with

UK-adopted International Accounting

Standards, give a true and fair view of

the assets, liabilities and financial

position of the Group and Company,

and of the profit of the Group

¼ The Strategic Report includes a fair

review of the development and

performance of the business and the

position of the Group and Company,

together with a description of the

principal risks and uncertainties that

it faces

The Directors are responsible for

preparing the FY22 Annual Report and

Financial Statements in accordance with

applicable law and regulation.

Company law requires the Directors to

prepare Financial Statements for each

financial year. Under that law the

Directors have prepared the Group and

the Company Financial Statements in

accordance with UK-adopted

International Accounting Standards.

Under company law, Directors must not

approve the Financial Statements unless

they are satisfied that they give a true

and fair view of the state of affairs of the

Group and Company and of the profit or

loss of the Group for that period. In

preparing the Financial Statements, the

Directors are required to:

¼ Select suitable accounting policies

and then apply them consistently

¼ State whether applicable UK-adopted

International Accounting Standards

have been followed, subject to any

material departures disclosed and

explained in the Financial Statements

¼ Make judgements and accounting

estimates that are reasonable

andprudent

¼ Prepare the Financial Statements on

the going concern basis unless it is

inappropriate to presume that the

Group and Company will continue

inbusiness

The Directors are responsible for

safeguarding the assets of the Group

and Company and hence for taking

reasonable steps for the prevention and

detection of fraud and other

irregularities.

Statement of Directors’ Responsibilities

in respect of the Financial Statements

119

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Report on the audit of the Financial Statements

Opinion

In our opinion, IG Group Holdings plc’s Group Financial Statements and Company Financial Statements (the “Financial

Statements”):

¼ give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 May 2022 and of the Group’s profit

and the Group’s and Company’s cash flows for the year then ended;

¼ have been properly prepared in accordance with UK-adopted international accounting standards; and

¼ have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the Financial Statements, included within the Annual Report, which comprise: the Consolidated and Company

Statements of Financial Position as at 31 May 2022; the Consolidated Income Statement, the Consolidated Statement of

Comprehensive Income, the Consolidated and Company Statements of Changes in Equity and Consolidated and Company

Statements of Cash Flows for the year then ended; and the notes to the Financial Statements, which include a description of the

significant accounting policies.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our

responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the Financial Statements

section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the

Financial Statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not

provided.

Other than those disclosed in note 5, we have provided no non-audit services to the Company or its controlled undertakings in

the period under audit.

Our audit approach

This was the second year that it has been my responsibility to form this opinion on behalf of PricewaterhouseCoopers LLP

(“PwC”), who you first appointed on 8 December 2010 in relation to that year’s audit. In addition to forming this opinion, in this

report we have also provided information on how we approached the audit, how it changed from the previous year and details

of the significant discussions that we had with the Audit Committee.

Key audit matters

¼ Fair value of customer relationships recognised on the acquisition of tastytrade, Inc. (Group)

¼ Estimation of the recoverable amount of the cash generating unit – tastytrade, Inc. (Group)

¼ OTC derivative revenue (Group)

¼ Carrying value of the investments in subsidiaries (Company)

Materiality

¼ Overall Group materiality: £23,800,000 (2021: £22,500,000) based on 5% of adjusted profit before tax.

¼ Overall Company materiality: £17,600,000 (2021: £7,600,000) based on 1% of total assets.

¼ Performance materiality: £17,800,000 (2021: £16,900,000) (Group) and £13,200,000 (2021: £5,700,000) (Company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the Financial

Statements.

Independent Auditors’ Report

to the Members of IG Group Holdings plc

120

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the

Financial Statements of the current period and include the most significant assessed risks of material misstatement (whether or

not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the

allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we

make on the results of our procedures thereon, were addressed in the context of our audit of the Financial Statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Fair value of customer relationships recognised on the acquisition of tastytrade, Inc., Estimation of the recoverable amount of

the cash generating unit – tastytrade, Inc. and Carrying value of the investments in subsidiaries are new key audit matters this

year. Impact of Covid-19 (Group and Company), which was a key audit matter last year, is no longer included because the impact

of Covid-19 on the operations of the Group and the Company have lessened in the current year. Otherwise, the key audit

matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Fair value of customer relationships recognised on the

acquisition of tastytrade, Inc. (Group)

The Group acquired tastytrade, Inc. on 28 June 2021 for total

consideration of £723mn. On acquisition customer

relationships and other intangible assets totalling £260mn

were recorded.

The valuation of the intangible assets requires management

estimation as they are dependent on estimates of future cash

flows, tax and discount rates and other asset specific

assumptions such as the customer attrition rate for the

customer relationship intangible. Management engaged their

own external valuation experts to assist with the determination

of the fair values of the acquired intangible assets.

We have focused on this area as the valuation of intangible

assets on acquisition involves a significant degree of

judgement and the estimation uncertainty is high. Based on

our risk assessment, we focused our testing on the customer

relationship intangible asset given its size and the estimation

uncertainty associated with the key assumptions.

As part of our risk assessment procedures we assessed the

sensitivity of the customer relationship intangible asset to

reasonable variations in assumptions and identified customer

attrition rates as the significant assumption.

Refer to notes 1 – General information and basis of

preparation and 30 – Business acquisition for further details.

We understood and evaluated the design and implementation

of controls relating to the Group’s purchase price allocation

assessment.

We obtained management’s purchase price allocation results.

We utilised our in-house valuation experts to evaluate the

appropriateness of the valuation methodology used by

management’s experts against the requirements of the

financial reporting framework and we tested the

mathematical accuracy of the calculations. We also assessed

the competency and objectivity of our in-house and

management experts so that we were able to use their work.

In respect of the significant assumptions utilised in the

valuation of the customer relationship intangible asset we

performed the following procedures:

¼ For customer attrition we compared the forecast rates to

historical tastytrade and Group data;

¼ For the other remaining assumptions these were validated

to underlying support provided by management, for

example, future cash flows were agreed to approved

acquisition business cases; and

¼ For certain assumptions we used the work of our in-house

valuation experts which included an independent

assessment of the inputs used to determine the discount

rate.

We evaluated the appropriateness of the critical accounting

estimates and key sources of estimation uncertainty in note 1

to the Group Financial Statements and the disclosures on the

business acquisition in note 30 and considered these to be

reasonable. We performed independent sensitivity

calculations for the relevant assumptions included in note 30.

Based on the procedures performed, we considered the

directors’ conclusion that the customer relationship intangible

asset should be recognised at £163.5mn on acquisition of

tastytrade, Inc. to be reasonable.

Independent Auditors’ Report continued

121

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Key audit matter How our audit addressed the key audit matter

Estimation of the recoverable amount of the cash

generating unit – tastytrade, Inc. (Group)

The Group recorded £462mn of goodwill on the acquisition of

tastytrade, Inc. on 28 June 2021. As required by IAS 36 –

Impairment of assets, management has performed its first

annual goodwill impairment assessment.

The goodwill impairment assessment is dependent on an

estimate of the recoverable amount of the tastytrade cash

generating unit (“CGU”). Management used a value-in-use

model to determine the recoverable amount of the tastytrade

CGU in their impairment assessment.

We have focused on this area as the calculation of value-in-

use of the tastytrade CGU involves a significant degree of

judgement and the estimation uncertainty is high.

As part of our risk assessment procedures we also assessed

the sensitivity of the value-in-use to reasonable variations in

certain significant assumptions.

A number of assumptions principally relating to short and long

term revenue growth, earnings before interest, tax,

depreciation and amortisation, and discount rates are

required to be assessed by management. To assist with the

determination of the value-in-use, management engaged

their own external valuation experts.

No impairment charge has been recorded for the year ended

31 May 2022.

Refer to notes 1 – General information and basis of

preparation, and 15 – Goodwill for further details.

We understood and evaluated the design and implementation

of controls relating to the Group’s impairment assessment.

We obtained management’s value-in-use impairment model.

We assessed the methodology used by management and

their experts against the requirements of the financial

reporting framework and we tested the mathematical

accuracy of the calculations. We validated the carrying

amount of the CGU to underlying accounting records and

compared the cash flows used in the impairment models to

the Board approved plan.

We utilised our in-house valuation experts to evaluate the

appropriateness of the methodology used in the impairment

model. We also assessed the competency and objectivity of

our in-house and management experts so that we were able

to use their work.

In respect of management’s assumptions, our in-house

valuation experts assessed the reasonableness of the discount

rate and long-term growth rate used in the impairment model.

We performed the following procedures over significant

assumptions:

¼ Challenged the appropriateness of management’s

assumptions and, where relevant, their interrelationships;

¼ We identified the key drivers in management’s forecasts

and obtained evidence to support the reasonableness of

these assumptions including historic experience, third-

party sources including market reports and information

available from tastytrade management; and

¼ Assessed whether judgements made in deriving the

assumptions gave rise to indicators of possible

management bias.

Representations were obtained from management that

assumptions used were their best estimate and were

consistent with information currently available to them.

We evaluated the appropriateness of the critical accounting

estimates and key sources of estimation uncertainty in note 1

to the Group Financial Statements and the disclosures on

goodwill in note 15 and considered these to be reasonable.

We performed independent sensitivity calculations for the

relevant assumptions included in note 15.

Based on the procedures performed, we considered the

directors’ conclusion that the goodwill within the tastytrade

CGU is not impaired to be reasonable.

122

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Key audit matter How our audit addressed the key audit matter

OTC derivative revenue (Group)

The Group’s trading revenue is predominantly generated from

over the counter (“OTC”) derivatives placed by clients, offset

by net gains or losses from the hedging trades that the Group

places with external market counterparties to manage its

market risk. The Group’s revenue on these activities arises

principally from spreads, overnight funding charges and

commissions.

The audit of revenue from OTC derivatives is a focus of our

audit given the magnitude of the balance, the large volume of

transactions and the automated nature of the revenue

calculations.

Refer to notes 2 – Significant accounting policies and 3 –

Segment analysis for further details.

We focused firstly on understanding the control environment

in which revenue is recorded. We understood and evaluated

the design of key controls in place and tested their operating

effectiveness.

These controls included:

¼ IT general controls over key revenue systems in scope;

¼ Automated business controls such as interfaces between

in-scope systems, key reports and automated calculations;

¼ Validation of system calculated revenue numbers including

manual client ledger postings by the Group’s revenue

control team;

¼ Cash and settlement reconciliations; and

¼ Market counterparty and other third party reconciliations.

We concluded that we could place reliance on these controls

for the purpose of our audit.

Our substantive testing included, but was not limited to, the

following:

¼ Using data enabled audit techniques, we recalculated the

revenue recorded in relation to a sample of trades and

agreed these to the underlying accounting records;

¼ Testing commission, overnight funding, guaranteed stop

premium and cash currency transfer rates on a sample

basis;

¼ We tested the valuation of selected client and broker

positions to third party pricing sources;

¼ We agreed all cash account balances to external third-

party evidence at year-end through a combination of

independent confirmations and examination of bank

statements;

¼ We agreed all amounts and balances held with market

counterparties to independent confirmations or other

external third party evidence; and

¼ We tested manual client ledger postings on a sample basis.

Based on the procedures performed, no material issues arose

from this work.

Independent Auditors’ Report continued

123

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Key audit matter How our audit addressed the key audit matter

Carrying value of the investments in subsidiaries

(Company)

The Company has total investments in subsidiaries of

£1,076mn, of which the full amount is an investment in IG

Group Limited (“IGGL”).

IGGL is the Group holding Company which, via a series of

other holding companies, owns all the operating entities of the

Group.

This investment is held at cost less any provision for

impairment.

IAS 36 ‘Impairment of Assets’ requires that investments are

subject to an impairment review when there is an indication

that an asset may be impaired. Management identified an

indicator of impairment and performed an impairment

assessment and estimated the recoverable amount using a

value-in-use model.

We have focused on this area as the calculation of value-in-

use involves a significant degree of judgement.

Management’s impairment assessment showed significant

headroom at year-end, and consequently no impairment

provision is held against this investment.

Refer to notes 2 – Accounting policies and 6 – Investment in

subsidiaries of the Company Financial Statements for further

details.

We have evaluated management’s impairment assessment

that identified an indicator for impairment and found this to be

reasonable.

We obtained management’s value-in-use calculation that was

used to estimate the recoverable amount of the investment in

subsidiaries and performed the following substantive

procedures:

¼ Assessed the reliability of management’s data used as

inputs to management’s value-in-use calculation;

¼ Assessed the discount rate used for reasonableness;

¼ Assessed the long – term growth rate for reasonableness;

and

¼ Tested the mathematical accuracy of management’s

value-in-use model.

We concluded that the carrying value of the investment is

supported by the recoverable amount of the underlying

operating companies and consider the directors’ conclusion

that the investments in subsidiaries balance is not impaired to

be reasonable.

We evaluated the appropriateness of the disclosures on the

investment in subsidiaries in the Company Financial

Statements and found these to be reasonable.

124

GOVERNANCE REPORT

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

How we tailored the audit scope

We performed a risk assessment, giving consideration to relevant external and internal factors including industry dynamics,

litigation, climate change, impact of Covid-19, relevant accounting and regulatory developments, the Group’s strategy and the

changes taking place across the Group including the acquisition of tastytrade, Inc. and the disposal of Nadex. We also

considered our knowledge and experience obtained in prior year audits.

As part of considering the impact of climate change in our risk assessment, we evaluated management’s assessment of the

impact of climate risk, the detail of which is set out on page 34, including their conclusion that there are no material risks.

Management’s assessment gave consideration to a number of matters, including the results of their climate related risks and

opportunities exercise that was performed during the year. We have also understood the impact of the Group’s carbon

reduction targets, which are outlined on page 34 and these are not considered to have a material impact on the Financial

Statements.

Using our risk assessment, we tailored the scope of our audit to ensure that we performed enough work to be able to give an

opinion on the Financial Statements as a whole, taking into account the structure of the Group and the Company and the

accounting processes and controls, and the industry in which they operate. We continually assessed risks and changed the

scope of our audit where necessary.

The Group consists of a UK holding Company with a number of subsidiary entities and branches containing the operating

businesses of both the UK, United States and overseas territories. Our risk assessment and scoping identified tastyworks, Inc. as

a new significant component of the Group due to the acquisition of tastytrade, Inc. on 28 June 2021. We obtained a full scope

audit opinion for the financial position as at 31 May 2022 and results of tastyworks, Inc. for the period from 28 June 2021 to

31 May 2022. The audit of tastyworks, Inc. was performed by a PwC member firm in the United States.

The other significant financial reporting component was determined to be the OTC derivatives and stock trading and

investment businesses. As the accounting records and related controls for both the UK, United States and overseas businesses

are primarily maintained and operated by the Group’s finance teams in London and Krakow this was considered one financial

reporting component. The technology and business process controls that are relevant to our financial statement audits are

operated by the Group in London and Krakow. As a result, the audit work over this component was performed by the Group

engagement team in London, supported by the PwC member firm in Poland, reflecting the centralised nature of the Group’s

financial reporting activities. Some of this work was also relied upon by the PwC engagement team auditing tastyworks, Inc.

All remaining components, which are Exchange Traded Derivative businesses, were subject to procedures which mitigated the

risk of material misstatement including Group level analytical review procedures.

The Company audit was performed by the Group engagement team.

tastyworks, Inc. audit approach

We asked the partner and engagement team reporting to us on tastyworks, Inc. to work to an assigned materiality reflecting

thesize of the tastyworks, Inc. component. We were in active dialogue throughout the year with the partner and engagement

team responsible for the audit, including consideration of how they planned and performed their work. We obtained direct

access to their working papers to oversee and review their work. We also attended meetings with tastyworks, Inc. management

at year-end. The majority of our interactions were undertaken virtually.

Using the work of others

We continued to make use of evidence provided by others. We used the work of PwC experts, for example, valuation experts for

our work over the carrying value of goodwill and acquired intangible assets at 31 May 2022 and the fair value of those intangible

assets recognised on acquisition.

Independent Auditors’ Report continued

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Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.

These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent

of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of

misstatements, both individually and in aggregate on the Financial Statements as a whole.

Based on our professional judgement, we determined materiality for the Financial Statements as a whole as follows:

Financial Statements – Group Financial Statements – Company

Overall materiality £23,800,000 (2021: £22,500,000). £17,600,000 (2021: £7,600,000).

How we determined it 5% of adjusted profit before tax

(2021: 5% of profit before tax)

1% of total assets

Rationale for benchmark applied

We believe a standard benchmark of 5%

of adjusted profit before tax is an

appropriate quantitative indicator or

materiality, although certain items could

also be material for quantitative reasons.

This benchmark is standard for listed

entities like IG. We selected an adjusted

profit measure this year in order to exclude

the performance and gain on sale of

Nadex and Small Exchange during the

period, as in our opinion they are non

recurring items that do not form part of

ongoing business performance.

We have used a benchmark of total

assets as the Company’s primary

purpose is to act as a holding Company

with investments in the Group’s

subsidiaries, not to generate operating

profits and therefore a profit based

measure is not relevant. The benchmark

used is consistent with last year.

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality.

The range of materiality allocated across components was between £5,000,000 to £22,600,000.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and

undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of

our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in

determining sample sizes. Our performance materiality was 75% (2021: 75%) of overall materiality, amounting to £17,800,000

(2021: £16,900,000) for the Group Financial Statements and £13,200,000 (2021: £5,700,000) for the Company Financial

Statements.

In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment

and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range

was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £1,100,000

(Group audit) (2021: 1,100,000) and £880,000 (Company audit) (2021: £300,000) as well as misstatements below those amounts

that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern

basis of accounting included:

¼ Performing a risk assessment to identify factors that could impact the going concern basis of accounting.

¼ Obtaining and evaluating management’s going concern assessment.

¼ Understanding and evaluating the Group’s financial forecasts and the Group’s stress testing of liquidity and capital, including

the severity of the stress scenarios that were used.

¼ Validation of year end financial resources such as cash and debt securities in issue.

¼ Evaluating the adequacy of the disclosures made in the Financial Statements in relation to going concern.

¼ Consideration of the regulatory capital and liquidity requirements applicable to the Group.

¼ Obtaining and reviewing the Group’s most recent internal capital adequacy assessment process and individual liquidity

adequacy assessment documents.

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Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern

for a period of at least twelve months from when the Financial Statements are authorised for issue.

In auditing the Financial Statements, we have concluded that the directors’ use of the going concern basis of accounting in the

preparation of the Financial Statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and

the Company’s ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material

to add or draw attention to in relation to the directors’ statement in the Financial Statements about whether the directors

considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections

of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the Financial Statements and our

auditors’ report thereon. The directors are responsible for the other information, which includes reporting based on the Task

Force on Climate-related Financial Disclosures (“TCFD”) recommendations. Our opinion on the Financial Statements does not

cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly

stated in this report, any form of assurance thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in

the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material

misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the Financial

Statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that

there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based

on these responsibilities.

With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK

Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions

and matters as described below.

Strategic Report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and

Directors’ Report for the year ended 31 May 2022 is consistent with the Financial Statements and has been prepared in

accordance with applicable legal requirements.

In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the

audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report.

Directors’ Remuneration

In our opinion, the part of the Directors’ Remuneration Report and Policy to be audited has been properly prepared in

accordance with the Companies Act 2006.

Independent Auditors’ Report continued

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Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part

of the corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate

Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement

as other information are described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate

governance statement is materially consistent with the Financial Statements and our knowledge obtained during the audit, and

we have nothing material to add or draw attention to in relation to:

¼ The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

¼ The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging

risks and an explanation of how these are being managed or mitigated;

¼ The directors’ statement in the Financial Statements about whether they considered it appropriate to adopt the going

concern basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s and

Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the Financial

Statements;

¼ The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment

covers and why the period is appropriate; and

¼ The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in

operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing

attention to any necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the Group was substantially less in scope than an

audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that

the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the

statement is consistent with the Financial Statements and our knowledge and understanding of the Group and Company and

their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the

corporate governance statement is materially consistent with the Financial Statements and our knowledge obtained during the

audit:

¼ The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and

provides the information necessary for the members to assess the Group’s and Company’s position, performance, business

model and strategy;

¼ The section of the Annual Report that describes the review of effectiveness of risk management and internal control

systems; and

¼ The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the Company’s

compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the

Listing Rules for review by the auditors.

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Responsibilities for the Financial Statements and the audit

Responsibilities of the directors for the Financial Statements

As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation of the

Financial Statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The

directors are also responsible for such internal control as they determine is necessary to enable the preparation of Financial

Statements that are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, the directors are responsible for assessing the Group’s and the Company’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic

alternative but to do so.

Auditors’ responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is

a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

Financial Statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to

which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and

regulations related to the Financial Conduct Authority (FCA) Listing Rules and rulebook requirements and UK tax legislation, and

we considered the extent to which non-compliance might have a material effect on the Financial Statements. We also

considered those laws and regulations that have a direct impact on the Financial Statements such as the Companies Act 2006.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the Financial Statements (including

the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to

increase revenue or reduce costs and management bias in accounting estimates. The Group engagement team shared this risk

assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in

their work. Audit procedures performed by the Group engagement team and/or component auditors included:

¼ Enquiries of management, internal audit, and those charged with governance in relation to known or suspected instances of

non-compliance with laws and regulation and fraud;

¼ Review of correspondence with regulators, and internal audit reports in so far as they are related to the Financial Statements;

¼ Specific written enquiries of external legal counsel to assist with our evaluation of known instances of non-compliance with

laws and regulations, including their potential impact;

¼ Challenging assumptions and judgements made by management in its significant accounting estimates, in particular in

relation to the carrying value of the goodwill and acquired intangible assets, fair value of the intangible assets recognised on

acquisition and the investment in subsidiaries (see related key audit matters);

¼ Identifying and testing journal entries, including those posted to certain account combinations, posted with certain

descriptions, backdated journals or posted by unexpected users;

¼ Incorporating unpredictability into the nature, timing and/or extent of our testing; and

¼ Review of reporting to the Audit Committee and minutes of Board of Directors’ meetings and made enquiries of

management to understand the business rationale for unusual and significant transactions.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of

non-compliance with laws and regulations that are not closely related to events and transactions reflected in the Financial

Statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one

resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or

through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing

techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete

populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases,

wewill use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the Financial Statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Independent Auditors’ Report continued

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Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Use of this report

This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with

Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or

assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may

come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

¼ we have not obtained all the information and explanations we require for our audit; or

¼ adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received

from branches not visited by us; or

¼ certain disclosures of directors’ remuneration specified by law are not made; or

¼ the Company Financial Statements and the part of the Directors’ Remuneration Report and Policy to be audited are not in

agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

We were appointed by the directors on 8 December 2010 to audit the Financial Statements for the year ended 31 May 2011 and

subsequent financial periods. The period of total uninterrupted engagement is 12 years, covering the years ended 31 May 2011

to 31 May 2022.

Other matter

As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these Financial Statements

form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of the Financial Conduct

Authority in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditors’ report provides no assurance

over whether the annual financial report has been prepared using the single electronic format specified in the ESEF RTS.

Carl Sizer (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

20 July 2022

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FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Financial Statements

A year of change;

accelerating growth

PG. 131-181

Primary Statements

Consolidated Income Statement 131

Consolidated Statement of Comprehensive Income 132

Consolidated Statement of Financial Position 133

Consolidated Statement of Changes in Equity 134

Consolidated Statement of Cash Flows 135

Notes to the Financial Statements

1. General information and

basis of preparation 136

2. Significant accounting policies 138

3. Segmental analysis 148

4. Operating costs 149

5. Auditors’ remuneration 150

6. Staff costs 150

7. Finance income 151

8. Finance costs 151

9. Taxation 151

10. Earnings per ordinary share 154

11. Dividends paid and proposed 154

12. Property, plant and equipment 155

13. Intangible assets 156

14. Financial investments and financial assets

pledged as collateral 156

15. Goodwill 157

16. Trade receivables 159

17. Other assets 159

18. Borrowings and debt securities in issue 159

19. Lease liabilities 160

20. Trade payables 160

21. Other payables 160

22. Contingent liabilities and provisions 161

23. Share capital and share premium 161

24. Other reserves 162

25. Employee share plans 163

26. Related party transactions 166

27. Financial instruments 167

28. Financial risk management 169

29. Cash flow information 174

30. Business acquisition 174

31. Discontinued operations 177

32. Investment in associates 178

33. Investments in subsidiaries 179

34. Subsequent events 181

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Consolidated Income Statement

for the year ended 31 May 2022

Note

Year ended

31 May 2022

£m

Year ended

31 May 2021

(Restated)

£m

Continuing operations

Trading revenue 982 . 0 84 6.9

Introducing partner commissions (9.7) (9.6)

Net trading revenue 3 972 . 3 8 3 7. 3

Betting duty and financial transaction taxes (2 . 5) (0. 9)

Interest income on client funds 3.5 2 .1

Interest expense on client funds (2 .7) (1. 8)

Other operating income 8.6 7. 0

Net operating income 979. 2 8 4 3 .7

Operating costs 4 (499. 2) (390.5)

Net credit losses on financial assets 28 (2 .7) (3 .0)

Operating profit 47 7. 3 450.2

Gain on disposal of associates 4 .1 –

Loss on disposal of subsidiaries – (0. 4)

Fair value gain on convertible loan note 9.3 –

Share of loss after tax from associates 32 (2 . 3) –

Finance income 7 3. 4 2 .1

Finance costs 8 (14 . 8) (5 . 9)

Profit before tax 4 7 7. 0 446.0

Tax expense 9 (8 0 . 9) (77 .4)

Profit for the year from continuing operations 3 9 6 .1 368.6

Profit for the year from discontinued operations 31 1 0 7. 8 3.3

Profit for the year and attributable to owners of the parent 503.9 3 71. 9

Earnings per ordinary share for profit from continuing operations:

Basic 10 92 . 9p 9 9.8p

Diluted 10 9 2 .1p 9 9. 0p

Earnings per ordinary share for profit attributable to owners:

Basic 10 11 8 . 2 p 10 0 .7p

Diluted 10 117. 2p 9 9. 9p

1 The FY21 comparatives have been restated to present separately the results of discontinued operations. Refer to note 31 for further details.

132

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Consolidated Statement of Comprehensive Income

for the year ended 31 May 2022

Year ended 31 May 2022 Year ended 31 May 2021

£m £m £m £m

Profit for the year attributable to owners of the parent 503.9 3 71. 9

Other comprehensive income:

Items that may be subsequently reclassified to the income statement:

Changes in the fair value of financial assets held at fair value through

other comprehensive income, net of tax (4 . 0) (1. 3)

Foreign currency translation gain/(loss) attributable to continuing

operations 6 7. 4 (17. 7)

Foreign currency translation (loss) attributable to discontinued

operations (3 .0) (3 . 2)

Other comprehensive income/(loss) for the year, net of tax 60.4 (22 . 2)

Total comprehensive income attributable to owners of the parent 564 .3 3 49.7

Total comprehensive income attributable to owners of the parent

arising from:

Continuing operations 459.5 3 49. 6

Discontinued operations 10 4 . 8 0 .1

564 .3 3 49.7

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Consolidated Statement of Financial Position

at 31 May 2022

Note

31 May 2022

£m

31 May 2021

£m

Assets

Non-current assets

Goodwill 15 60 4 .7 1 0 7. 3

Intangible assets 13 2 9 2 .1 32.7

Property, plant and equipment 12 36.6 38 .6

Financial investments 14 13 4 . 8 12 7. 6

Financial assets pledged as collateral 14 25.3 6 1 .1

Investment in associates 32 14 . 8 –

Deferred income tax assets 9 1 7. 5 12 . 9

1,12 5 . 8 38 0. 2

Current assets

Cash and cash equivalents 1 ,246.4 655.2

Trade receivables 16 4 69. 5 49 0.9

Financial investments 14 20 0.9 12 7. 4

Financial assets pledged as collateral 14 35 .1 26 .0

Other assets 17 14 . 2 30.3

Prepayments 23. 2 12 .6

Other receivables 9.8 5.5

1 ,999. 1 1 , 3 4 7. 9

Assets classified as held for sale 1. 2 –

TOTAL ASSETS 3 ,12 6 .1 1, 7 2 8 .1

Liabilities

Non-current liabilities

Borrowings 18 – 98.8

Debt securities in issue 18 2 97. 2 –

Lease liabilities 19 13. 0 16 . 4

Deferred income tax liabilities 9 6 7. 2 0.8

37 7. 4 11 6 . 0

Current liabilities

Trade payables 20 571 . 2 3 5 7. 5

Other payables 21 11 9 . 5 10 8 . 2

Lease liabilities 19 8. 9 6 .7

Income tax payable 9 20.5 6.4

72 0 .1 478 . 8

Liabilities directly associated with assets classified as held for sale 0.8 –

TOTAL LIABILITIES 1 ,098.3 594.8

Equity

Share capital and share premium 23 12 5 . 8 12 5 . 8

Translation reserve 117. 6 53.2

Merger reserve 590 .0 81. 0

Other reserves 24 8. 4 12 . 8

Retained earnings 1 , 1 86.0 860.5

TOTAL EQUITY 2 , 0 2 7. 8 1 , 1 33.3

TOTAL EQUITY AND LIABILITIES 3 ,12 6 .1 1, 7 2 8 .1

The consolidated financial statements on pages 131 to 181 were approved by the Board of Directors on 20 July 2022 and signed

on its behalf by:

Charles Rozes

Chief Financial Officer

Registered Company number: 04677092

134

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Consolidated Statement of Changes in Equity

for the year ended 31 May 2022

Note

capital

£m

premium

£m

Translation

reserve

£m

Merger

Reserve

£m

Other

reserves

£m

Retained

earnings

£m

Total

£m

At 1 June 2020 – 12 5 . 8 74 .1 81 . 0 1 3.3 6 41 . 7 935 . 9

Profit for the year and attributable to

owners of the parent – – – – – 371. 9 3 71. 9

Other comprehensive loss for the

year – – (20. 9) – (1 . 3) – (22 . 2)

Total comprehensive (loss)/income

for the year – – (20. 9) – (1. 3) 3 71. 9 3 4 9.7

Tax recognised directly in equity on

share-based payments 9 – – – – – 0. 2 0. 2

Equity dividends paid 11 – – – – – (15 9 . 7) (15 9 . 7)

Employee Benefit Trust purchase of

own shares 24 – – – – (0 . 2) – (0 . 2)

Transfer of vested awards from the

share-based payment reserve – – – – (6 .4) 6.4 –

Equity-settled employee share-

based payments 25 – – – – 7. 4 – 7. 4

At 31 May 2021 – 125 . 8 53.2 81. 0 12 . 8 860.5 1 , 1 33.3

At 1 June 2021 – 12 5 . 8 53.2 81. 0 12 . 8 860.5 1,13 3 . 3

Profit for the year and attributable to

owners of the parent – – – – – 503.9 503.9

Other comprehensive income/(loss)

for the year – – 64.4 – (4 . 0) – 60.4

Total comprehensive income/(loss)

for the year – – 64.4 – (4 . 0) 503.9 564 .3

Tax recognised directly in equity on

share-based payments 9 – – – – – 0.5 0.5

Equity dividends paid 11 – – – – – (186 . 2) (186 . 2)

Employee Benefit Trust purchase of

own shares 24 – – – – (6 .7) – (6.7)

Transfer of vested awards from the

share-based payment reserve – – – – (7. 3) 7. 3 –

Equity-settled employee share-

based payments 25 – – – – 13 . 6 – 13 . 6

Issue of ordinary share capital for

theacquisition of tastytrade 30 – – – 5 09. 0 – – 50 9. 0

At 31 May 2022 – 12 5 . 8 117. 6 59 0.0 8. 4 1 , 1 86.0 2 , 0 2 7. 8

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Consolidated Statement of Cash Flows

for the year ended 31 May 2022

Note

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Operating activities

Cash generated from operations 29 811 . 4 573 . 5

Income taxes paid (99. 2) (8 3. 0)

Net cash flows generated from operating activities 712 . 2 490.5

Investing activities

Interest received 3.2 1. 5

Net cash flow to investment in associates (1 . 9) –

Purchase of property, plant and equipment (8 .5) (9 .1)

Payments to acquire and develop intangible assets (9.0) (6 . 9)

Net proceeds from disposal of subsidiaries 14 3 . 3 –

Net proceeds from disposal of investments in associates 24 .5 –

Net cash flow from financial investments (5 7. 1) (11 8 . 2)

Net cash flow to acquire subsidiaries (19 3 . 5) –

Net cash flows used in investing activities (99. 0) (13 2 . 7)

Financing activities

Interest paid (11 . 0) (5. 0)

Financing fees paid (5 . 4) (1. 3)

Interest paid on lease liabilities (0 .6) (0.6)

Repayment of principal element of lease liabilities (7. 5) (5 . 2)

Drawdown on term loan 15 0 . 0 –

Repayment of term loans (250 . 0) –

Net proceeds from issue of debt securities 29 9. 2 –

Equity dividends paid to owners of the parent (186 . 2) (15 9 . 7)

Employee Benefit Trust purchase of own shares (6.7) (0 . 2)

Net cash flows used in financing activities (18 . 2) (172 . 0)

Net increase in cash and cash equivalents 595. 0 18 5 . 8

Cash and cash equivalents at the beginning of the year 655. 2 486.2

Impact of movement in foreign exchange rates (3 .8) (16 . 8)

Cash and cash equivalents at the end of the year 1 ,246.4 655 . 2

1 Cash generated from operations include cash generated from both continuing and discontinued operations. Refer to note 31 for cash flows of discontinued operations.

136

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements

1. General information and basis of preparation

General information

The Financial Statements of IG Group Holdings plc and its subsidiaries (together ‘the Group’) for the year ended 31 May 2022

were authorised for issue by the Board of Directors on 20 July 2022 and the Consolidated Statement of Financial Position was

signed on the Board’s behalf by Charles Rozes. IG Group Holdings plc is a public company limited by shares, which is listed on

the London Stock Exchange and incorporated and domiciled in England and Wales. The address of the registered office is

Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA.

Basis of preparation

(a) Compliance with International Financial Reporting Standards (IFRS)

On 31 December 2020, IFRS as adopted by the European Union was brought into UK law and became UK-adopted International

Accounting Standards, with future changes being subject to endorsement by the UK Endorsement Board. The Group

transitioned to UK-adopted International Accounting Standards in the Group Financial Statements on 1 June 2021. This change

constitutes a change in accounting framework. However, there is no impact on recognition, measurement or disclosure in the

period reported as a result of the change in framework.

The Group’s Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards and

with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. There were no

unendorsed standards effective for the year ended 31 May 2022 affecting these Consolidated Financial Statements.

These Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of financial

assets and financial liabilities (including derivative instruments) at fair value through other comprehensive income and fair value

through profit and loss.

The accounting policies which have been applied in preparing the Group Financial Statements for the year ended 31 May 2022

are disclosed in note 2.

(b) Critical accounting estimates and judgements

The preparation of these Financial Statements in conformity with UK-adopted International Accounting Standards requires the

Group to make use of certain critical accounting estimates that affect the amounts reported for assets and liabilities as at the

reporting date, and the amounts reported for revenue and expenses during the period. It also requires management to exercise

its judgement in the process of applying the Group’s accounting policies.

The nature of estimates and judgements means that actual outcomes could differ from those estimates. In the Directors’

opinion, the accounting estimates or judgements that have the most significant impact on the presentation or measurement of

items recorded in the Financial Statements are the following:

Fair value and useful economic lives of intangible assets acquired (estimate)

– the Group has recognised intangible assets of

£263.5 million upon acquisition of tastytrade, Inc. (tastytrade) based on estimates of fair values at the acquisition date of

28 June 2021. The fair values of intangible assets are based upon a number of factors including management’s best estimates of

future performance and estimates of an appropriate discount rate. The identified intangible assets are amortised over their

remaining useful economic lives, which are also based on management’s best estimates of the periods over which value from

the intangible asset is generated. Further information outlining the valuation methodologies and the significant assumptions,

together with sensitivities, is provided in note 30.

Recoverable amount of US (tastytrade) cash-generating unit (CGU) (estimate)

– the Group has estimated the recoverable

amount of its US (tastytrade) CGU, which includes goodwill of £502.8 million and other acquisition-related intangibles resulting

from the tastytrade acquisition. Key assumptions used in the value-in-use calculations include management cash flow

forecasts, the discount rate and the long-term growth rate. The recoverable amount of the US (tastytrade) CGU is sensitive to a

reasonably possible change in some of these assumptions. Further information regarding the assumptions and their associated

sensitivities is provided in note 15.

There were no new standards, amendments or interpretations issued during the period which have had a material impact

ontheGroup. The Group has not early adopted any standard, interpretation or amendment that has been issued but is

notyeteffective.

The IASB has published a number of minor amendments to IFRSs that are effective from 1 January 2022 and 1 January 2023.

These include amendments published to IAS 12 – Income Taxes, IAS 37 – Provisions and Contingent Liabilities and Contingent

Assets. The Group is in process of assessing the impact of these amendments. There have also been amendments published to

IAS 1 – Presentation of Financial Statements. However, the Group expects they will have an insignificant effect, when adopted,

on the Consolidated Financial Statements of the Group.

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

1. General information and basis of preparation continued

(d) Segmental information

The Group’s segmental information is disclosed in a manner consistent with the basis of internal reporting provided to the Chief

Operating Decision Maker (CODM) regarding components of the Group. The Group has identified the CODM as the Executive

Directors of IG Group Holdings plc, who regularly review this management information to assess the performance and allocate

resources to the reportable segments. The CODM uses net trading revenue as the primary measure of performance of the

various segments of the Group. Reportable segments that do not meet the quantitative thresholds required by IFRS 8

areaggregated.

(e) Foreign currencies

The functional currency of each entity in the Group is consistent with the primary economic environment in which the entity

operates. Transactions in other currencies are initially recorded in the functional currency by applying spot exchange rates

prevailing on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are revalued at the

entity’s functional currency exchange rate prevailing at the balance sheet date. Gains and losses arising on revaluation are taken

to trading revenue in the Income Statement. Non-monetary assets and liabilities carried at fair value and denominated in foreign

currencies are translated at the rates prevailing at the date when the fair value was determined.

The Group’s presentational currency is sterling. In the Group Financial Statements, the assets and liabilities of Group’s overseas

operations are translated into sterling at exchange rates prevailing on the balance sheet date. Income and expense items are

translated at the average exchange rates for the year. Goodwill and fair value adjustments arising on the acquisition of a foreign

operation are treated as assets and liabilities of the foreign operation and translated at closing rate. Exchange differences

arising from the translation of overseas operations are recognised in other comprehensive income and translation reserve. On

disposal of an overseas operation, exchange differences previously recognised in other comprehensive income are recycled to

the Income Statement as income or expense.

(f) Going concern

The Directors have prepared the Group Financial Statements on a going concern basis which requires the Directors to have a

reasonable expectation that the Group has adequate resources to continue in operational existence for a period of at least 12

months from the date of approval of the Financial Statements.

In assessing whether it is appropriate to adopt the going concern basis in preparing the Financial Statements, the Directors have

considered the resilience of the Group, taking account of its liquidity position and cash generation, the adequacy of capital

resources, the availability of external credit facilities and the associated financial covenants, and stress-testing of liquidity and

capital adequacy that takes into account the principal risks faced by the business.

The Directors’ assessment has considered future performance, solvency and liquidity over a period of at least 12 months from

the date of approval of the Group Financial Statements. The Board, following the review by the Audit Committee, has a

reasonable expectation that the Group has adequate resources for that period, and confirm that they consider it appropriate to

adopt the going-concern basis in preparing the Financial Statements.

(g) Business acquisitions

The Group acquired tastytrade, Inc. and its subsidiaries (tastytrade) on 28 June 2021. The results of tastytrade have been

consolidated within the Group since the date of acquisition. Where necessary, comparative information is presented in US dollar

alongside sterling. Further details are disclosed in note 30.

As part of the acquisition of tastytrade, the Group acquired an investment in Small Exchange, Inc. (Small Exchange). In addition,

at acquisition date, the Group recognised a convertible loan note with Zero Hash Holdings Limited (Zero Hash) at a fair value of

$12.0 million. This was subsequently remeasured to $24.2 million prior to conversion to an equity shareholding in September

2021 and recognised as an investment in associate on the Statement of Financial Position.

(h) Disposals

On 1 March 2022, the Group completed the disposal of its North American Derivatives Exchange, Inc operations (Nadex) and its

investment in Small Exchange.

The profits of Nadex have been separated from the profits of the Group’s continuing operations for the year and shown as

discontinued operations, with the comparative period restated accordingly. The Nadex operations were not classified as a

disposal group as at 31 May 2021 and the Consolidated Statement of Financial Position has not been restated from that

published in the FY21 Group Annual Report. Further details relating to the sale are disclosed in note 31.

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

1. General information and basis of preparation continued

Small Exchange does not meet the criteria for discontinued operations. The Group’s share of losses prior to disposal and the

Group’s gain from the disposal are recognised within continuing operations.

(i) Reclassification of comparatives

To ensure consistency with the current period, comparative figures have been reclassified where the presentation of Financial

Statements has been changed. The adjustments are:

(i) Goodwill of £604.7 million (31 May 2021: £107.3 million) has been separated out from intangible assets and presented as a

separate line item in the Consolidated Statement of Financial Position.

(ii) Merger reserve of £590.0 million (31 May 2021: £81.0 million) has been separated out from other reserves and presented as a

separate line item in the Consolidated Statement of Financial Position.

2. Significant accounting policies

The accounting policies and interpretations adopted in the preparation of the Group Financial Statements are consistent with

those followed in the preparation of the Group Financial Statements for the year ended 31 May 2021, with the exception of

changes in policy on presentation as outlined in note 1, and the following accounting policies adopted due to new transactions

in the year:

¼ Investment in associates and joint ventures

¼ Debt securities in issue

¼ Non-current assets (or disposal groups) and discontinued operations

¼ Money market funds

Basis of consolidation

Subsidiaries

The Group Financial Statements consolidate the financial results of IG Group Holdings plc and the entities it controls

(itssubsidiaries) as listed in note 33.

Subsidiaries are consolidated from the date on which the Group obtains control, up until the date on which control ceases.

Control is achieved where the Group has existing rights that give it the ability to direct the activities that affect the Group’s

returns and exposure, or rights to variable returns from the entity. The results, cash flows and final positions of the subsidiaries

used in the preparation of the Group Financial Statements are prepared for the same reporting year as the parent company

andare based on consistent accounting policies. Where necessary, adjustments are made to the Financial Statements

ofsubsidiaries to align the accounting policies used with those used by other members of the Group. All inter-company

transactions, balances, income and expenses between the Group entities, including unrealised profits arising from them,

areeliminated on consolidation.

Business combinations

Business combinations are accounted for using the acquisition method. On acquisition, the identifiable assets, liabilities and

contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. The cost of an acquisition is

measured at the fair value of consideration transferred, including an estimate of any contingent or deferred consideration.

Contingent or deferred consideration is remeasured at each balance sheet date with periodic changes to the estimated liability

recognised in the Income Statement. Acquisition-related costs are expensed as they are incurred.

Goodwill is initially measured as the excess of the consideration transferred over the fair values of identifiable net assets. If this

consideration is lower than the fair values of identifiable net assets acquired, the difference is credited to the Income Statement

in the year of acquisition.

The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date

of acquisition or up to the effective date of disposal, as appropriate.

Investments in associates and joint ventures

Associates are entities for which the Group has significant influence, but not control or joint control. Investments in associates

are accounted for under the equity method of accounting after initially being recognised at cost. The investment is adjusted for

the Group’s share of the profit or loss after tax and other comprehensive income net of tax of the associate which is recognised

from the date that significant influence begins, up until the date that significant influence ceases.

Joint ventures are entities for which the Group has joint control. Investments in joint ventures are accounted for under the equity

method of accounting after initially being recognised at cost. The investment is adjusted for the Group’s share of the profit or

loss and other comprehensive income of the joint venture which is recognised from the date that joint control begins, up until

the date that joint control ceases.

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2. Significant accounting policies continued

Investments in associates and joint ventures are assessed for impairment indicators at the end of each reporting date. If such

indicators exist, the recoverable amount is estimated to determine the extent of the impairment loss (if any). If the recoverable

amount of an asset is estimated to be less than its carrying amount, the carrying value of the investment is reduced to its

recoverable amount. Impairment losses are immediately expensed in the Income Statement.

Revenue recognition

Trading revenue includes revenue arising from each of the Group’s four revenue generation models: OTC derivatives, exchange

traded derivatives, stock trading and investments.

OTC derivatives

Revenue from the OTC derivatives business represents:

(i) fees paid by clients for spread, commission and funding charges in respect of the opening, holding and closing of financial

spread bets, contracts for difference or options contracts, together with gains and losses for the Group arising on client

trading activity; less

(ii) fees paid by the Group in spread, commissions and funding charges arising in respect of hedging the risk associated with the

client trading activity and the Group’s currency exposures, together with gains and losses incurred by the Group arising on

hedging activity.

Open client and hedging positions are fair valued daily with gains and losses arising on this valuation recognised in revenue.

Thepolicies and methodologies associated with the determination of fair value are disclosed in note 27.

Exchange traded derivatives

Revenue from exchange traded derivatives represents:

(i) fee and commission income earned through facilitation of client trades

(ii) payment for order flow generated from execution partners who accept trades from client securities transactions.

In addition to transaction fees, revenue from exchange traded derivatives also includes gains or losses arising from the change

in fair value of the Group’s market-making activity on its multilateral trading facility.

Revenue from exchange traded derivatives is recognised on a trade-date basis.

Stock trading

Revenue from stock trading represents fees and commission earned from transactions in the stock. Revenue is recognised in

full on the date of the trade being placed or the fee being charged.

Investments

Revenue from investments represents management fees, which are earned as a percentage of assets under management.

These are recognised over the period in which the service is provided.

Revenue is shown net of sales taxes. Trading revenue is reported before introducing partner commission, betting duties and

financial transaction taxes, which are disclosed as an expense in arriving at net operating income. Net trading revenue

represents trading revenue after adjusting for introducing partner commission.

Finance income and expense on client funds

Interest income and expense on client funds held with banks and execution partners is accrued on a time basis, by reference to

the principal amount outstanding and at the applicable interest rate are included in operating income. This is consistent with the

nature of the Group’s operations.

Interest income and interest expense on firm cash and client funds that are not held in segregated client money accounts are

disclosed within finance income and finance costs, respectively.

Dividends

Dividends declared but not yet distributed to the Company’s shareholders are recognised as a liability in the Group’s Financial

Statements in the period in which the dividends are approved by the Company’s shareholders.

Employee benefits

Pension obligations

The Group operates defined contribution schemes. Contributions are charged to the Income Statement when they become

payable according to the rules of the schemes. Once the contributions have been paid, the Group has no legal or constructive

obligations to pay further contributions.

140

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

2. Significant accounting policies continued

Bonus schemes

The Group recognises an accrual and an expense for bonuses based on formulae that take into consideration specific financial

and non-financial measures. Liabilities for the Group’s cash-settled portion of the Sustained Performance Plan are recognised

as an employee benefit expense over the relevant service period and remeasured at each balance sheet date until settlement.

Termination benefits

Termination benefits are payable when an employment contract is terminated by the Group. The Group recognises termination

benefits when the Group can no longer withdraw the offer of those benefits.

Leases

The Group’s leases are recognised as a right-of-use asset with a corresponding lease liability from the date at which the asset is

available for use.

Leasing arrangements can contain both lease and non-lease components. The Group has elected to separate out the non-lease

component and to account for these separately from the right-of-use asset.

The lease liability is initially measured as the net present value of the following payments:

¼ Fixed payments less any lease incentives,

¼ Variable lease payments dependent on an index or rate initially measured as at the commencement date,

¼ Amounts payable by the Group under residual guarantees,

¼ Payments of penalties for terminating the lease.

Lease payments are discounted at the Group’s estimated secured incremental borrowing rate. This represents the cost

toborrow funds in order to obtain a similar valued right-of-use asset in a similar economic environment with similar terms

andconditions.

Right-of-use assets are measured at cost comprising:

¼ Lease liability at initial recognition,

¼ Any lease payments made at or before the commencement date less any lease incentives received,

¼ Any initial direct costs,

¼ Restoration costs.

Right-of-use assets are depreciated over the duration of the lease term.

Lease payments for low-value assets or with a period of 12 months or less are recognised on a straight-line basis as an expense.

Taxation

The income tax expense represents the sum of tax currently payable and movements in deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from accounting profit as reported in the

Income Statement because taxable profit excludes items of income or expense that are taxable or deductible in other years and

items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates in the respective

jurisdictions that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is accounted for on all temporary differences between the carrying amount of assets and liabilities in the Financial

Statements and the corresponding tax bases used in the computation of taxable profit. In principle, deferred tax liabilities are

recognised for all temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable

profits will be available, against which deductible temporary differences may be utilised. Such assets and liabilities are not

recognised if the temporary difference arises from the initial recognition of other assets and liabilities (other than in a business

combination) in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the

Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not

reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer

probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

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2. Significant accounting policies continued

Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when

therelated asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the balance

sheet date. Deferred tax is charged or credited in the Income Statement, except when it relates to items credited or charged

directly to equity or other comprehensive income, in which case the deferred tax is also dealt with in equity or other

comprehensive income.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the

Group intends to settle its current tax assets and liabilities on a net basis.

Non-current assets (or disposal groups) held for sale and discontinued operations

Non-current assets (or disposal groups) are classified as held for sale if the carrying amount is expected to be recovered

through a sale transaction rather than through continuing use, and provided that the sale is highly probable. The assets are

measured at the lower of their carrying amount and fair value less costs to sell, except for financial assets which are measured

at fair value. Where the fair value less costs to sell is lower than the carrying amount, an impairment is recognised. Any

subsequent increases in fair value less costs to sell which are not in excess of previously recognised impairment losses are

recognised in the Income Statement.

Non-current assets are not depreciated or amortised while they are classified as held for sale and the assets held for sale are

separately presented from other assets on the Statement of Financial Position. Liabilities associated with assets held for sale are

presented separately from other liabilities on the Statement of Financial Position.

A discontinued operation is a component that has been disposed or classified as held for sale, and represents a separate major

line of business or geographical area of operations. The results of discontinued operations are presented separately in the

Income Statement with comparatives restated.

Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses. Cost

comprises the aggregate amount paid and the fair value of any other consideration given to acquire the asset, including costs

directly attributable to making the asset capable of operating as intended.

Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost less estimated residual

value based upon estimated useful lives. Estimated residual value and useful lives are reviewed annually and residual values are

based on prices prevailing at the balance sheet date. Depreciation is charged on a straight-line basis over the expected useful

lives as follows:

Leasehold improvements ¼ over the lease term of up to 15 years

Office equipment, fixtures and fittings ¼ over 5 years

Computer and other equipment ¼ over 2, 3 or 5 years

Right-of-use asset ¼ over the lease term of up to 15 years

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances

indicate the carrying value may not be recoverable, at which point they are written down immediately to their recoverable

amount.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to

arise from the continued use of the asset. The gain or loss arising on derecognition is determined as the difference between the

sale proceeds and carrying amount of the asset, and is immediately recognised in the Income Statement.

Goodwill

Goodwill is stated at cost less any accumulated impairment losses, with the carrying value being reviewed for impairment at

least annually, and whenever events or changes in circumstances indicate that the carrying value may be impaired.

Goodwill is recognised as an asset and is allocated to CGUs by management for purposes of impairment testing. A CGU

represent the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows

from other assets or groups of assets. Where the recoverable amount of a CGU is less than its carrying amount, including

goodwill, an impairment loss is recognised in the Income Statement.

The carrying amount of goodwill allocated to a CGU is taken into account when determining the gain or loss on disposal of a

business unit, or of an operation within it.

142

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

2. Significant accounting policies continued

Intangible assets

Intangible assets are carried at cost less accumulated amortisation and impairment losses.

Intangible assets acquired separately from a business are carried initially at cost. An intangible asset acquired as part of a

business combination, such as a trade name or customer relationship, is recognised at fair value and identified separately from

goodwill if the asset is separable or arises from contractual or other legal rights and its fair value can be measured reliably.

Development expenditure is recognised as an intangible asset only after all the following criteria are met:

¼ The project’s technical feasibility and commercial viability can be demonstrated,

¼ The availability of adequate technical and financial resources and an intention to complete the project have been

confirmed,and

¼ Probable future economic benefit has been established.

Development expenditure on internally developed intangible assets, excluding internal software development costs, which do

not meet these criteria is taken to the Income Statement in the year in which it is incurred.

Intangible assets with a finite life are amortised over their expected useful lives, as follows:

Internally developed software ¼ straight-line basis over 3 to 5 years

Software and licences ¼ straight-line basis over the contract term of up to 5 years

Trade names ¼ straight-line basis over 2 to 15 years

Customer relationships ¼ straight-line basis over 9 years

Non-compete arrangements ¼ straight-line basis over 5 years

Domain names ¼ straight-line basis over 10 years

The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the

carrying value may not be recoverable. In addition, the carrying value of capitalised development expenditure is reviewed before

being brought into use.

Impairment of non-financial assets

When impairment testing is required, the carrying amounts of the Group’s non-financial assets are reviewed to determine

whether there is any indication of impairment. If any such indication exists (or at least annually for goodwill), the recoverable

amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate

cash flows that are independent from other assets, the Group estimates the recoverable amount of the CGU to which the asset

belongs.

The recoverable amount is the higher of fair value less selling costs and value-in-use. In assessing value-in-use, the estimated

future cash flows are discounted to their present values using a pre-tax discount rate. This rate reflects current market

assessments of the time value of money, as well as the risks specific to the asset to the extent the estimates of future cash flows

have not been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is

reduced to its recoverable amount. Impairment losses are recognised as an expense immediately.

An assessment is made at each balance sheet date as to whether there is any indication that previously recognised impairment

losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated and previously

recognised impairment losses are reversed only if there has been a change in the estimates used to determine the asset’s

recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is

increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been

determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised

as income immediately, although impairment losses relating to goodwill may not be reversed.

Financial instruments

Classification, recognition and measurement

The Group determines the classification of its financial instruments at initial recognition in accordance with the following

categories outlined and re-evaluates this designation annually. When financial instruments are recognised initially, they are

measured at fair value. In the case of financial assets and financial liabilities not at fair value through profit or loss, the fair value

of these assets and/or liabilities is measured net of directly attributable transaction costs. Financial instruments are disclosed in

note 27 of the Financial Statements.

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

2. Significant accounting policies continued

(a) Financial assets and liabilities measured at fair value through profit or loss

Financial assets and liabilities measured at fair value through profit or loss are financial assets and liabilities that are not

classified and measured at amortised cost or as fair value through other comprehensive income. The financial assets and

liabilities included in this category are the financial derivative open positions included in trade receivables (due from brokers).

The Group uses derivative financial instruments in order to hedge derivative exposures arising from open client positions, which

are also classified as fair value through profit or loss.

All financial instruments at fair value through profit or loss are carried at fair value with gains or losses recognised in trading

revenue in the Income Statement.

(b) Financial assets measured at amortised cost

Financial assets measured at amortised cost are non-derivative financial assets which are held to collect the contractual cash

flows. The contractual terms of the financial assets give rise to payments on specified dates that are solely payments of principal

amount and interest on the principal amount outstanding. They are included in current assets, except for maturities greater

than 12 months after the end of the reporting period, which are classified as non-current assets. The Group’s financial assets

measured at amortised cost comprise trade receivables, other receivables, cash and cash equivalents and fixed term deposits

that are categorised under financial investments.

Fixed term deposits do not meet the criteria of cash and cash equivalents under IAS 7 as they have a maturity of longer than

three months. Furthermore, the Group is unable to withdraw these deposits before their respective maturity date. Therefore,

these are categorised as financial investments as stated above.

Interest on term deposits is included in finance income using the effective interest rate method. The effective interest rate is

either the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial

instrument. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the

financial instrument but does not consider expected credit losses unless the asset is credit impaired. The calculation includes all

fees and spreads paid or received between parties to the contract that are an integral part of the effective interest rate,

transaction costs, and all other premiums or discounts.

Financial assets measured at fair value through other comprehensive income are assets that are held to collect the contractual

cash flows or to be sold. The contractual terms of these assets give rise to payments on specified dates that are solely payments

of principal and interest on the principal amount outstanding. They are included in non-current assets unless the investment

matures or management intend to dispose of them within 12 months of the end of the reporting period. The Group’s fair value

through other comprehensive income financial assets are financial investments (other than fixed term deposits) and financial

assets pledged as collateral.

Unrealised gains or losses, other than loss allowances for expected credit losses, arising from financial investments measured at

fair value through other comprehensive income are reported in equity (in the fair value through other comprehensive income

reserve) and in other comprehensive income, until such investments are sold, collected or otherwise disposed of.

On disposal of an investment, the accumulated unrealised gain or loss included in equity is recycled to the Income Statement

for the period and reported in other income. Gains and losses on disposal are determined using the fair value of the investment

at the date of derecognition.

Interest on financial investments is included in finance income using the effective interest rate method. The effective interest

rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial

instrument. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the

financial instrument but does not consider expected credit losses unless the asset is credit impaired. The calculation includes all

fees and spreads paid or received between parties to the contract that are an integral part of the effective interest rate,

transaction costs, and all other premiums or discounts.

(d) Financial liabilities

The Group’s financial liabilities include trade payables, lease liabilities, borrowings and other payables. These are initially

recognised at fair value less transaction fees. They are subsequently measured at amortised cost using the effective interest

method, excluding the derivative element of trade payables – amounts due from brokers, which is measured at fair value

through profit or loss and recognised as part of trade receivables as detailed in (a) above. The interest expense is calculated

ateach reporting period by applying the effective interest rate, and the resulting charge is reflected in finance costs in the

Income Statement.

144

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

2. Significant accounting policies continued

(e) Determination of fair value

Financial instruments arising from open client positions, financial derivative open positions included in trade receivables (due

from brokers), financial investments (other than fixed term deposits) and financial assets pledged as collateral are stated at fair

value. They are disclosed according to the valuation hierarchy required by IFRS 13 Fair Value Measurement. Fair values are

predominantly determined by reference to third-party market values (bid prices for long positions and offer prices for short

positions) as detailed below:

¼ Level 1: valued using unadjusted quoted prices in active markets for identical financial instruments.

¼ Level 2: valued using techniques where a price is derived based significantly on observable market data. For example, where

an active market for an identical financial instrument to the product offered by the Group to its clients or used by the Group

to hedge its market risk does not exist.

¼ Level 3: valued using techniques that incorporate information other than observable market data that is significant to the

overall valuation

Impairment of financial assets

The impairment charge in the Income Statement includes a loss allowance reflecting the change in expected credit losses.

Expected credit losses are recognised for trade receivables, cash and cash equivalents, other receivables, financial investments

and financial assets pledged as collateral. Expected credit losses are calculated as the difference between the contractual cash

flows that are due to the Group and the cash flows that the Group expects to receive given the probability of default and loss

given default, discounted at the original effective interest rate.

At initial recognition of financial assets, an allowance is made for expected credit losses resulting from default events that are

possible within the next 12 months, except for where the simplified approach is used where an allowance is made for the

lifetime expected credit loss. In the event of a significant increase in credit risk, an allowance is made for expected credit losses

resulting from possible default events over the expected life of the financial asset. The Group applies the simplified approach for

trade receivables and other receivables where the revenue associated with these receivables is recognised in accordance with

IFRS 15 Revenue from Contract with Customers. The Group applies the general approach for all other financial assets.

Financial assets that have not experienced a significant increase in credit risk are categorised as Stage 1 and 12 month

expected credit losses are recognised; financial assets which are considered to have experienced a significant increase in credit

risk since initial recognition are considered to be Stage 2; and financial assets which have defaulted or are otherwise considered

to be credit impaired are allocated to Stage 3.

An assessment of whether credit risk has increased significantly considers changes in the credit rating associated with the

asset, whether contractual payments are more than 30 days past due and other reasonable information demonstrating a

significant increase in credit risk. In accordance with the Group’s internal credit risk management definition, financial

instruments have a low credit risk when they have an external credit rating of investment grade. If no external credit rating is

available, reference is made to the Group’s internal credit risk policy.

Assets are transferred to Stage 3 when an event of default, as defined in the Group’s credit risk management policy, occurs or

where the assets are credit impaired. The Group determines that a default occurs when a payment is 90 days past due for all

assets, except for receivables from clients where it uses 120 days. This is aligned with the Group’s risk management practices.

All changes in expected credit losses subsequent to the assets’ initial recognition are recognised as an impairment loss or gain.

Financial assets are written off, either partially or in full, against the related allowance when the Group has no reasonable

expectations of recovery of the asset. Subsequent recoveries of amounts previously written off decrease the amount of

impairment losses recorded in the Income Statement.

Derecognition of financial assets and liabilities

A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expired.

(a) Financial assets

A financial asset is derecognised when the right to receive cash flows from the asset has expired; or the Group retains the right

to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party

under a pass-through arrangement; or the Group has transferred its right to receive cash flows from the asset and either has

transferred substantially all the risks and rewards of the asset, or has neither transferred nor retained substantially all the risks

and rewards of the asset, but has transferred control of the asset.

145

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Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

2. Significant accounting policies continued

When the Group has transferred its right to receive cash flows from an asset and has neither transferred nor retained

substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of

the Group’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred

asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the

Group could be required to repay.

(b) Financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. Where an existing

financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability

are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the

recognition of a new liability, whereby the difference in the respective carrying amounts together with any costs or fees

incurred are recognised in profit or loss.

Assets or liabilities resulting from gains or losses on open positions are carried at fair value. Amounts due from or to clients and

amounts due from and to brokers are offset, with the net amount reported in the Statement of Financial Position. Amounts are

offset where there is a legally enforceable right to offset the recognised amounts, and there is an intention to settle on a net

basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future

events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the

Group or the counterparty.

Trade payables and receivables

Trade receivables represent balances with counterparties and clients where the combination of cash held on account and the

valuation of financial derivative open positions results in an amount due to the Group. Trade receivables balances also include

commissions and required deposits due from the Group’s broker-dealer counterparties.

Trade payables represent balances with counterparties and clients where the combination of cash held on account and the

valuation of financial derivative open positions result in an amount payable by the Group.

For trade receivables under IFRS 15 Revenue from Contracts with Customers that do not contain a significant financing

element, the Group has applied the simplified approach for measuring impairment. For all other trade receivables, the general

approach has been applied for measuring impairment. The expected lifetime credit loss is recognised at initial recognition of

the financial asset, with the loss allowance calculated by reference to an ageing debt profile, adjusted for forward-looking

information. Trade receivables are written off when there is objective evidence of non-collectability or when an event of

defaultoccurs.

Other assets

Other assets represent rights to cryptocurrency assets controlled by the Group. The Group offers various cryptocurrency-

related products that can be traded on its platform. The Group purchases and sells cryptocurrency assets as part of its

hedgingactivity.

The Group holds cryptocurrency assets for trading in the ordinary course of its business, effectively acting as a commodity

broker-dealer in respect of the underlying cryptocurrency asset because the salient features of these assets are, in economic

terms, consistent with certain commodities under IAS 2 Inventories, 3(b). The assets are recognised on trade date and

measured at fair value less costs to sell, with changes in valuation being recorded in the Income Statement in the period in

which they arise. Cryptocurrency assets are not financial instruments and they are categorised as non-financial assets.

Other receivables

Other receivables are financial assets which give rise to payments on specified dates that are solely payments of principal

amount and interest on the principal amount outstanding. They are assets that have not been designated as fair value through

profit or loss. Such assets are carried at amortised cost using the effective interest method if the time value of money

issignificant.

For other receivables under IFRS 15 Revenue from Contracts with Customers that do not contain a significant financing

element, the Group applies a simplified approach for measuring impairment, similar to that as trade receivables.

Prepayments

Prepayments are assets with fixed or determinable payments made in advance for services or goods. They do not qualify as

financial assets and are amortised over the period in which the economic benefit is expected to be consumed.

146

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

2. Significant accounting policies continued

Cash and cash equivalents

Cash comprises of cash on hand and demand deposits which may be accessed within 90 days without penalty. Cash

equivalents comprise of short-term highly liquid investments that are readily convertible into known amounts of cash and which

are subject to an insignificant risk of changes in value. This includes money market funds.

The Group holds money on behalf of clients in accordance with the client money rules of the UK Financial Conduct Authority

(FCA) and other regulatory bodies. Such monies are classified as either cash and cash equivalents or segregated client funds in

accordance with the relevant regulatory requirements or legal protections attached to the monies.

The majority of the Group’s cash balances are held with investment-grade banks. The Group considers the risk of default, and

how adverse changes in economic and business conditions might impact the ability of the banks to meet their obligations. The

Group assesses the expected credit losses on cash and cash equivalents on a forward-looking basis and if there has been a

significant increase in credit risk since initial recognition. At 31 May 2022, the Group held £236.7 million (31 May 2021: £161.3

million) of segregated client funds for customers of the Group’s Japanese subsidiary, IG Securities Limited. Under local Japanese

law, the Group is liable for any credit losses suffered by clients on the segregated client money balance.

Money market funds are mutual funds that invest in a diversified range of money market instruments, such as government

owned instruments and short-term debt from highly credit rated counterparties. Money market funds are presented within

cash and cash equivalents as they are short-term highly liquid investments that are readily convertible into known amounts of

cash, they are subject to an insignificant risk of changes in value and they can be withdrawn without penalty. At 31 May 2022,

the Group’s cash and cash equivalents balance included £437.5 million (31 May 2021: £nil) of money market funds.

The Group’s Swiss banking subsidiary, IG Bank S.A., is required to protect customer deposits under the FINMA Privileged

Deposit Scheme. At 31 May 2022, IG Bank S.A. was required to hold £35.1 million (31 May 2021: £36.5 million) in satisfaction of

this requirement. This amount, which represents restricted cash, is included in cash and cash equivalents.

Segregated client funds are held in segregated client money accounts which restrict the Group’s ability to control the monies

and accordingly are held off-balance sheet. The amount of segregated client funds held at 31 May 2022 was £2,577.9 million

(31 May 2021: £2,710.3 million). The return received on managing segregated client funds is included within net

operatingincome.

Title transfer funds are held by the Group under a Title Transfer Collateral Arrangement (TTCA) by which a client agrees that full

ownership of such monies is unconditionally transferred to the Group. Title transfer funds are accordingly held on the

Statement of Financial Position with a corresponding liability to clients within trade payables.

Other payables

Non-derivative financial liabilities are recognised initially at fair value and carried at amortised cost using the effective interest

rate method if the time value of money is significant.

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable

that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

Contingent liabilities

Contingent liabilities, which include certain guarantees and letters of credit pledged as collateral security, and contingent

liabilities related to legal proceedings or regulatory matters, are not recognised in the Financial Statements but are disclosed

unless the probability of settlement is remote.

147

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

2. Significant accounting policies continued

Borrowings

Borrowings are initially recognised at fair value and subsequently at amortised cost using the effective interest rate method with

any difference between net proceeds and the redemption value being recognised in the Income Statement over the period of

borrowings.

Debt securities in issue

Debt securities in issue are recognised initially at fair value. Subsequently, debt securities are measured at amortised cost, with

any difference between net proceeds and the redemption value being recognised in the Income Statement over the lifetime of

the security using the effective interest rate method. Transaction fees are recognised on the Statement of Financial Position,

and amortised over the expected life of the security.

Share capital

(a) Classification of shares as debt or equity

When shares are issued, any component that creates a financial liability of the Group is presented as a liability on the balance

sheet; measured initially at fair value net of transaction costs and subsequently at amortised cost until extinguished on

conversion or redemption. Dividends paid are charged as an interest expense in the Income Statement.

Equity instruments issued by the Company are recorded as the proceeds received, net of direct issue costs. Equity instruments

are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract

that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

(b) Own shares held in Employee Benefit Trusts

Shares held in Employee Benefit Trusts for the purposes of employee share schemes are classified as a deduction from

shareholders’ equity and are recognised at cost. Consideration received for the sale of such shares is recognised in equity,

withany difference between the proceeds from the sale and the cost being taken to reserves. No gain or loss is recognised

inthe Income Statement on the purchase, sale, issue or cancellation of equity shares.

The Company operates four employee share plans: a share-incentive plan, a sustained performance plan, a medium-term

incentive plan and a long-term incentive plan. For market-based vesting conditions, the cost of these awards is measured at fair

value calculated using option pricing models and are recognised as an expense in the Income Statement on a straight-line basis

over the vesting period based on the Company’s estimate of the number of shares that will vest.

For non-market-based vesting conditions, the cumulative expense is calculated representing the extent to which the vesting

period has expired and management’s best estimate of the achievement or otherwise of non-market conditions determining

the number of equity instruments that will ultimately vest. The movement in cumulative expense since the previous balance

sheet date is recognised in the Income Statement as part of operating expenses, with a corresponding credit to equity.

The grant by the Company of options over its equity instruments to employees of the subsidiary undertakings in the Group is

treated as a capital contribution. The fair value of the employee services received is recognised over the vesting period as an

increase in the investment in subsidiary undertakings, with a corresponding credit to equity. Upon awards vesting, the cost of

awards is transferred from the share-based payments reserve into retained earnings.

148

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

3. Segmental analysis

The Executive Directors are the Group’s Chief Operating Decision Maker (CODM). Management has determined

thereportablesegments based on the information reviewed by the CODM for the purposes of allocating resources

andassessingperformance.

The Group manages market risk and a number of other activities on a Group-wide portfolio basis and accordingly a large

proportion of costs are incurred centrally. These central costs are not allocated to individual segments for decision-making

purposes for the CODM, and, accordingly, these costs have not been allocated to segments. Additionally, the Group’s assets

and liabilities are not allocated to individual segments and not reported as such for decision making purposes to the CODM.

Therefore, the segmental analysis shown below does not include a measure of profitability, nor a complete segmented balance

sheet, as this would not reflect the information which is received by the CODM on a regular basis.

Net trading revenue by reportable segment

Net trading revenue represents trading revenue that the Group generates from client trading activity after deducting

introducing partner commissions. The CODM uses net trading revenue as the primary measure of performance of the various

segments of the Group. The CODM considers business performance from a product perspective, split into OTC derivatives,

exchange traded derivatives and stock trading and investments. The segmental analysis shown below by product aggregates

the different geographical locations given the products are economically similar in nature. Revenue from OTC derivatives

isderived from the UK, EU, EMEA – Non-EU, Australia, Singapore, Japan, Emerging Markets and the US. Exchange traded

derivatives revenue derives from tastytrade and the Spectrum business located in the US and the EU, whereas stock trading

andinvestments revenue derives from the UK and Australia. The segmental analysis does not include a measure of profitability,

nor a segmented Statement of Financial Position, as this would not reflect the information which is received by the CODM.

The segmental breakdown of net trading revenue is as follows:

Year ended

31 May 2022

£m

Year ended

31 May 2021

(Restated)

£m

Net trading revenue by product:

OTC derivatives 817.3 790.3

Exchange traded derivatives 121.2 8.3

Stock trading and investments 33.8 38.7

Total net trading revenue from continuing operations 972.3 837.3

Net trading revenue from discontinued operations 9.4 16.1

1 The FY21 comparatives have been restated to present separately the results of discontinued operations. Refer to note 31 for further details.

The CODM also considers business performance based on geographical location. This geographical split reflects the location of

the office that manages the underlying client relationship. Net trading revenue represents an allocation of the total net trading

revenue that the Group generates from client trading activity.

149

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

3. Segmental analysis continued

Year ended

31 May 2022

£m

Year ended

31 May 2021

(Restated)

£m

Net trading revenue by geography:

UK 365.3 346.8

US 128.6 15.1

EU 112 .9 108.0

Japan 98.5 68.7

Australia 96.2 128.0

Singapore 74.1 75.3

EMEA – Non-EU 53.5 60.6

Emerging markets 43.2 34.8

Total net trading revenue 972.3 8 37.3

1 The FY21 comparatives have been restated to present separately the results of discontinued operations. Refer to note 31 for further details.

The Group does not derive more than 10% of revenue from any one single client. The UK geographic segment, and the OTC

derivatives segment, includes a £5.8 million gain (31 May 2021: £7.9 million loss) arising from financing of the tastytrade

acquisition, as set out in note 30.

The segmental breakdown of non-current assets excluding financial investments, financial assets pledged as collateral and

deferred income tax assets, based on geographical location, is as follows:

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

UK 133.8 129.1

US 795.1 30.0

EU 5.5 6.6

EMEA – Non-EU 7.3 5.5

Australia 0.8 1.3

Japan 0.8 4.9

Emerging Markets 3.4 1.2

Total non-current assets 946.7 178.6

4. Operating costs

Note

Year ended

31 May 2022

£m

Year ended

31 May 2021

(Restated)

£m

Employee-related expenses:

Fixed remuneration 151.5 126.9

Variable remuneration 62.7 50.6

214.2 177.5

Advertising and marketing 87.2 67. 4

Premises-related costs 9.1 6.3

IT, market data and communications 45.1 30.7

Legal and professional costs 19.6 31.8

Regulatory fees 12.9 9.2

Depreciation and amortisation 12,13 56.5 24.8

Other costs 54.6 42.8

Total operating costs 499.2 390.5

1 The FY21 comparatives have been restated to present separately the results of discontinued operations. Refer to note 31 for further details.

Included in premises-related costs is £0.5 million relating to short-term operating leases which do not meet the criteria to be

capitalised as right-of-use assets (year ended 31 May 2021: £0.1 million).

150

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

5. Auditors’ remuneration

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Audit fees

Parent 1.2 0.7

Subsidiaries 1.1 0.7

Total audit fees 2.3 1.4

Audit related fees

Services supplied pursuant to legislation 0.6 0.6

Other audit related assurance services – 0.1

Total audit related fees 0.6 0.7

Non-audit fees

Other services 0.3 0.1

Total non-audit fees 0.3 0.1

Audit related fees include services that are specifically required of the Group’s Auditors through legislative or regulatory

requirements, controls assurance engagements required of the Auditors by the regulatory authorities in whose jurisdiction the

Group operates and other audit related assurance services.

6. Staff costs

Staff costs for the year, including Directors, were as follows:

Year ended

31 May 2022

£m

Year ended

31 May 2021

(Restated)

£m

Wages and salaries, performance-related bonus and equity-settled share-based payment awards 185.1 152.4

Social security costs 20.2 17.4

Other pension costs 8.9 7.7

214.2 177.5

1 The FY21 comparatives have been restated to present separately the results of discontinued operations. Refer to note 31 for further details.

The Group does not operate any defined benefit pension schemes. Other pension costs includes employee-nominated

payments to defined contribution schemes and Company contributions.

The Directors’ remuneration for the years ended 31 May 2022 and 31 May 2021 is set out in the Directors’ Remuneration Report

on page 83.

The average monthly number of employees, including Directors, split into the key activity areas was as follows:

Year ended

31 May 2022

Year ended

31 May 2021

Prospect acquisition 356 311

Sales and client management 257 277

Technology 895 759

Operations 545 386

Business administration 371 293

2,424 2,026

151

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

7. Finance income

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Bank interest receivable 1.5 0.6

Interest receivable on cash held at brokers 0.8 0.6

Interest accretion on financial investments 0.4 0.9

Interest receivable on money market funds 0.3 –

Other interest 0.4 –

3.4 2.1

8. Finance costs

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Interest and fees on issued debt securities 5.3 –

Term loan interest and fees 3.5 2.6

Revolving credit facility interest and fees 1.6 0.5

Interest payable to brokers 2.7 1.6

Interest payable on lease liabilities 0.6 0.6

Bank interest payable 1.1 0.6

14.8 5.9

9. Taxation

Tax on profit on ordinary activities

Tax charged in the income statement:

Year ended

31 May 2022

£m

Year ended

31 May 2021

(Restated)

£m

Current income tax:

UK corporation tax 79.1 80.9

Non-UK corporation tax 39.3 6.4

Adjustment in respect of prior years (6.1) (6.0)

Total current income tax 112 .3 81.3

Deferred income tax:

Origination and reversal of temporary differences (1.6) (2.0)

Adjustment in respect of prior years (1.0) (0.4)

Impact of change in tax rates on deferred tax balances 0.3 (0.5)

Total deferred income tax (2.3) (2.9)

Tax expense in the Income Statement attributable to continuing operations 80.9 77.4

Tax expense attributable to discontinued operations 29.1 1.0

Tax not charged to income statement:

Tax recognised in other comprehensive income 0.5 –

Tax recognised directly in equity (0.5) (0.2)

1 The FY21 comparatives have been restated to present separately the results of discontinued operations. Refer to note 31 for further details.

152

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

9. Taxation continued

Reconciliation of the total tax charge

The standard rate of corporation tax in the UK for the year ended 31 May 2022 is 19.0% (31 May 2021: 19.0%). Taxation outside

the UK is calculated at the rates prevailing in the relevant jurisdictions. The tax expense in the income statement for the year can

be reconciled as set out below:

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Profit before taxation

From continuing operations 477.0 446.0

From discontinued operations 136.9 4.3

Total profit before tax 613.9 450.3

Profit multiplied by the UK standard rate of corporation tax of 19.0%

(year ended 31 May 2021: 19.0%) 116 .7 85.6

Higher taxes on overseas earnings 7.9 1.4

Adjustment in respect of prior years (8.2) (6.4)

Expenses not deductible for tax purposes 0.8 4.6

Patent Box deduction (7.0) (4.7)

Impact of change in tax rates on deferred tax balances 0.3 (0.5)

Recognition and utilisation of losses previously not recognised (1.2) (2.7)

Current year losses not recognised as deferred tax assets 0.7 1.1

Total tax expense attributable to: 110.0 78.4

Continuing operations 80.9 77.4

Discontinued operations 29.1 1.0

The effective tax rate for the year is 17.9% (year ended 31 May 2021: 17.4%).

The Finance Act 2021 passed into legislation in May 2021 and increased the main rate of UK corporation tax from 19% to 25%

effective from 1 April 2023. The impact of these changes on deferred tax has been assessed and deferred tax assets and

liabilities have been measured at the tax rates that are expected to apply when the related asset is realised or liability settled.

Deferred income tax assets

31 May 2022

£m

31 May 2021

£m

Tax losses available for offset against future profits 3.7 4.0

Temporary differences arising on share-based payments 3.7 3.1

Temporary differences arising on fixed assets 2.1 2.0

Other temporary differences 8.0 3.8

17.5 12.9

Deferred income tax liabilities

31 May 2022

£m

31 May 2021

£m

Temporary differences arising on business combinations (62.9) -

Temporary differences arising on fixed assets (0.2) (0.3)

Other temporary differences (4.1) (0.5)

(67.2) (0.8)

Deferred income tax recovery

31 May 2022

£m

31 May 2021

£m

Deferred tax assets to be recovered within 12 months 5.4 3.7

Deferred tax assets to be recovered after 12 months 12.1 9.2

17.5 12.9

153

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Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

9. Taxation continued

Deferred income tax settlement

31 May 2022

£m

31 May 2021

£m

Deferred tax liabilities to be settled within 12 months (7.7) (0.3)

Deferred tax liabilities to be settled after 12 months (59.5) (0.5)

(67.2) (0.8)

The recognised deferred tax asset reflects the extent to which it is considered probable that future taxable profits can be offset

against the tax losses carried forward and sufficient capital gains arising in the future.

Share-based payment awards have been charged to the income statement but are not allowable as a tax deduction until the

awards vest. The excess of the expected tax relief in future years over the amount charged to the income statement is

recognised as a credit directly to equity.

Unrecognised deferred tax assets

31 May 2022 31 May 2021

Gross

unrecognised

losses for tax

purposes

£m

Tax value

of loss

£m Expiry date

Gross

unrecognised

losses for tax

purposes

£m

Tax value

of loss

£m Expiry date

Overseas trading losses 14.6 3.9 N/A 14.4 4.2 N/A

UK capital losses 23.5 5.9 N/A 23.5 5.9 N/A

38.1 9.8 37. 9 10.1

The recoverability of unrecognised deferred tax assets is dependent on sufficient taxable profits of the entities.

The movement in the deferred income tax assets is as follows:

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

At the beginning of the year 12.9 11. 5

Amounts arising on acquisitions in the year 7. 4 –

Tax (charged)/credited to the Income Statement (2.2) 3.0

Tax charged directly to equity (0.3) (0.6)

Impact of movement in foreign exchange rates – (1.0)

Reallocations between deferred tax assets and liabilities (0.3) –

At the end of the year 17.5 12.9

The movement in the deferred income tax liability is as follows:

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

At the beginning of the year (0.8) (0.7)

Amounts arising on acquisitions in the year (66.1) –

Tax credited/(charged) to the Income Statement 4.5 (0.1)

Tax charged to other comprehensive income (0.5) –

Impact of movement in foreign exchange rates (4.6) –

Reallocations between deferred tax assets and liabilities 0.3 –

At the end of the year (67.2) (0.8)

154

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

9. Taxation continued

Factors affecting the tax charge in future years

Factors that may affect the Group’s future tax charge include the geographic location of the Group’s earnings, the tax rates in

those locations, changes in tax legislation, the recognition of previously unrecognised tax losses and the resolution of open tax

issues. The Group’s future tax charge may also be impacted by changes in the Group’s business activities, client composition

and regulatory status, which could impact the Group’s exemption from the UK Bank Corporation Tax Surcharge.

The calculation of the Group’s total tax charge involves a degree of estimation and judgement with respect to the recognition of

deferred tax assets, which are dependent on the Group’s estimation of future profitable income, transfer pricing and of certain

items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority. The

Group operates in a number of jurisdictions worldwide, and tax laws in those jurisdictions are themselves subject to change.

The Group determines its tax liability by taking into account its tax risks and it makes provision for those matters where it is

probable that a tax liability will arise. Tax payable may ultimately be materially more or less than the amount already accounted

for.

10. Earnings per ordinary share

Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by

the weighted average number of ordinary shares in issue during the year, excluding shares held as own shares in the Group’s

Employee Benefit Trusts. Diluted earnings per share is calculated using the same profit figure as that used in basic earnings per

share and by adjusting the weighted average number of ordinary shares assuming the vesting of all outstanding share scheme

awards and that vesting is satisfied by the issue of new ordinary shares.

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Earnings attributable to owners of the parent 503.9 371.9

Weighted average number of shares:

Basic 426,289,898 369,181,516

Dilutive effect of share-based payments 3,614,236 3,222,900

Diluted 429,904,134 372,404,416

Year ended

31 May 2022

Year ended

31 May 2021

(Restated)

Basic earnings per ordinary share 118 . 2p 110.7p

– Attributable to continuing operations 92.9p 99.8p

– Attributable to discontinued operations 25.3p 0.9p

Diluted earnings per ordinary share 117. 2p 99.9p

– Attributable to continuing operations 92.1p 99.0p

– Attributable to discontinued operations 25.1p 0.9p

11. Dividends paid and proposed

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Final dividend for 31 May 2021 at 30.24p per share (FY20: 30.24p) 130.3 111. 8

Interim dividend for 31 May 2022 at 12.96p per share (FY21: 12.96p) 55.9 47. 9

186.2 159.7

The final dividend for the year ended 31 May 2022 of 31.24 pence per share was proposed by the Board on 20 July 2022 and

has not been included as a liability at 31 May 2022. This dividend will be paid on 20 October 2022, following approval at the

Company’s AGM, to those members on the register at the close of business on 23 September 2022.

155

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

12. Property, plant and equipment

Leasehold

improvements

£m

Office

equipment,

fixtures and

fittings

£m

Computer

and other

equipment

£m

Right-of-use

assets

£m

Total

£m

Cost:

At 1 June 2020 23.0 6.9 41.8 36.2 107. 9

Additions 1.0 0.1 8.0 0.3 9.4

Impact of movement in foreign exchange rates (0.4) (0.3) (0.7) (2.0) (3.4)

At 31 May 2021 23.6 6.7 49.1 34.5 113 . 9

Additions 0.1 0.1 8.3 8.4 16.9

Additions – business acquisition 0.8 0.1 1.3 0.7 2.9

Disposals – discontinued operations – – (3.4) (0.8) (4.2)

Other disposals – (0.1) (0.6) (5.6) (6.3)

Classified as assets held for sale (0.7) – – (1.5) (2.2)

Impact of movement in foreign exchange rates 0.3 0.3 0.6 0.9 2.1

At 31 May 2022 24.1 7.1 55.3 36.6 123.1

Accumulated depreciation:

At 1 June 2020 17. 2 4.8 32.6 6.9 61.5

Charge for the year 1.4 0.6 6.1 6.9 15.0

Impact of movement in foreign exchange rates (0.1) (0.1) (0.4) (0.6) (1.2)

At 31 May 2021 18.5 5.3 38.3 13.2 75.3

Charge for the year 1.9 1.0 7. 8 7.6 18.3

Disposal – discontinued operations – – (2.5) (0.2) (2.7)

Other disposals – (0.1) (0.5) (3.3) (3.9)

Classified as assets held for sale (0.3) – – (0.7) (1.0)

Impact of movement in foreign exchange rates 0.3 – 0.1 0.1 0.5

At 31 May 2022 20.4 6.2 43.2 16.7 86.5

Net book value – 31 May 2021 5.1 1.4 10.8 21.3 38.6

Net book value – 31 May 2022 3.7 0.9 12.1 19.9 36.6

156

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

13. Intangible assets

Customer

relationships

£m

Trade

Names

£m

Non-compete

agreements

£m

Internally

developed

software

£m

Domain

names

£m

Software and

licences

£m

Total

£m

Cost:

At 1 June 2020 – – – 40.9 37.7 28.1 106.7

Additions – – – 3.3 – 3.6 6.9

Disposals – – – – – (0.2) (0.2)

Impact of movement in

foreign exchange rates – – – 0.1 (4.3) (0.3) (4.5)

At 31 May 2021 – – – 44.3 33.4 31.2 108.9

Additions – – – 6.1 – 2.9 9.0

Additions – business

acquisition 163.5 56.9 28.8 14.3 – – 263.5

Disposals – discontinued

operations – – – (0.6) – (0.7) (1.3)

Other disposals – – – (1.5) – – (1.5)

Impact of movement in

foreign exchange rates 15.9 5.5 2.8 1.5 3.6 0.2 29.5

At 31 May 2022 179.4 62.4 31.6 64.1 37.0 33.6 408.1

Accumulated amortisation:

At 1 June 2020 – – – 27.7 15.4 24.5 6 7. 6

Charge during the year – – – 4.7 3.5 2.5 10.7

Disposals – discontinued

operations – – – – – (0.2) (0.2)

Impact of movement in

foreign exchange rates – – – (0.1) (1.7) (0.1) (1.9)

At 31 May 2021 – – – 32.3 17. 2 26.7 76.2

Charge during the year 16.8 3.6 5.5 6.8 3.5 3.0 39.2

Disposal – discontinued

operations – – – (0.4) – (0.5) (0.9)

Other disposals – – – (1.5) – – (1.5)

Impact of movement in

foreign exchange rates 0.7 0.1 0.3 0.2 1.6 0.1 3.0

At 31 May 2022 17.5 3.7 5.8 37. 4 22.3 29.3 116.0

Net book value –

31 May 2021 – – – 12.0 16.2 4.5 32.7

Net book value –

31 May 2022 161.9 58.7 25.8 26.7 14.7 4.3 292.1

14. Financial investments and financial assets pledged as collateral

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

UK Government securities 351.1 3 42.1

Term deposits 45.0 –

396.1 342.1

Split as:

Non-current portion 160.1 188.7

Current portion 236.0 153.4

396.1 342.1

Of the UK Government securities, £289.9 million (31 May 2021: £256.0 million) is held at brokers to satisfy margin requirements.

The remaining balance is held to meet regulatory liquidity requirements.

157

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Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

15. Goodwill

The movement in the goodwill for the year is as follows:

Cost or valuation

31 May 2022

£m

31 May 2021

£m

At the beginning of the year 107. 3 10 8.1

Additions – business acquisition 462.4 –

Disposals (13.4) –

Impact of foreign exchange movement 48.4 (0.8)

At the end of the year 604.7 107. 3

Goodwill has been allocated for impairment testing purposes to cash-generating units (CGUs) as follows:

31 May 2022

£m

31 May 2021

£m

US (tastytrade) 502.8 –

UK 100.9 100.9

US (Nadex) – 5.3

South Africa 0.9 1.0

Australia 0.1 0.1

604.7 107. 3

Goodwill arose as follows:

¼ US (tastytrade) – from the acquisition of tastytrade on 28 June 2021. As part of the transaction, the Group acquired an

investment in Small Exchange, which was considered an operation within the US (tastytrade) CGU. The Group sold its interest

in Small Exchange during the year and a portion of the US (tastytrade) goodwill was allocated to it and disposed of.

¼ UK – from the reorganisation of the UK business on 5 September 2003.

¼ US (Nadex) – from the acquisition of Nadex previously recognised was disposed of during the year. Refer to note 31 for

further details.

¼ South Africa – from the acquisition of Ideal CFDs on 1 September 2010.

¼ Australia – from the acquisition of the non-controlling interest in IG Australia Pty Limited in the year ended 31 May 2006

Impairment testing

The Group’s goodwill balance has been subject to a full impairment assessment and there has not been any impairment

recognised for the year ended 31 May 2022 (31 May 2021: £nil). For the purposes of the Group’s impairment testing of goodwill,

the carrying amount of each CGU is compared to the estimated recoverable amount of the relevant CGU and any deficits are

considered impairments requiring recognition in the year.

The carrying amount of a CGU includes only those assets that can be attributed directly to it, or allocated on a reasonable and

consistent basis.

The US (tastytrade) CGU carrying value includes the investment in associate held in relation to Zero Hash Holdings Limited.

There are no cash flows included within the future cash flow projections relating to this investment. As Zero Hash forms part of

the US (tastytrade) CGU, the Group disposed of £2.2 million goodwill following partial sale of its holding in Zero Hash. Refer to

note 32 for further details relating to the disposal.

The estimated recoverable amount for each CGU is based upon the value-in-use (VIU) of each CGU. For all CGUs, the estimate

of the recoverable amount was higher than the carrying value.

Key assumptions used in the calculation of the recoverable amount of the CGUs

The key assumptions for the VIU calculations are those regarding regional long-term growth rates, future cash flow projections,

and discount rates.

Regional long-term growth:

Regional long-term growth is used to extrapolate the cash flows to perpetuity for each CGU. After a management forecast

period of four years, a terminal growth rate of 2.0% (31 May 2021: 2.0%) has been applied to the cash flows to derive

aterminalvalue.

158

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

15. Goodwill continued

Future cash flow projections:

The future cash flow projections are based on the most recent financial forecasts considered for each CGU which cover a four

year period. These cash flow projections comprise of revenue, structural costs base and capital expenditure. Projected revenue

is based on assumptions relating to client acquisition and trading activity, and assumptions on interest earned on client funds.

The projected costs are based on assumptions relating to revenue-related costs, including trading and client transaction fees,

and structural costs. The projected profitability takes into account historical performance and the Group’s knowledge of the

current market, together with the Group’s views on the future achievable growth.

Discount rates:

The discount rates used to calculate the recoverable amount of each CGU are based on a post tax weighted average cost of

capital (WACC) which is specific to each geographical region. The discount rate depends on a number of inputs reflecting the

current market assessment of the time value of money, determined by external market information, and inputs relating to the

risks associated with the cash flow of each individual CGU which are subject to management’s judgement.

The post-tax WACC is grossed up to a pre-tax discount rate. The pre-tax discount rate applied to calculate the recoverable

amount of each CGU is as follows:

31 May 2022 31 May 2021

US (tastytrade) 17.5% –

UK 12.0% 10.0%

US (Nadex) – 12.0%

Australia 13.0% 12.0%

South Africa 18.0% 15.0%

Sensitivity to changes in key assumptions

The VIU calculations have been subject to a sensitivity analysis reflecting reasonable changes in individual key assumptions. The

most significant goodwill balance recognised by the Group relates to the US (tastytrade) CGU. The table below shows the

reduction in the recoverable amount and where relevant the associated potential impairment arising from reasonable changes

in key assumptions used in the US (tastytrade) impairment testing:

US (tastytrade)

Assumption Sensitivity applied

Reduction in recoverable amount

£m

Impairment

£m

Long-term growth rate 0.5% decrease 27.7 Nil

EBITDA 20% decrease 185.4 70.4

Discount rates 1% increase (post-tax) 72.6 Nil

The assumptions that would result in the recoverable amount equalling the carrying value of the US (tastytrade) CGU are:

Long-term growth rate (0.5)%

EBITDA margin 13% underperformance

Discount rates 19.8%

For all other goodwill balances, there is sufficient headroom in the recoverable amount of the CGU based on the assumptions

made, and there is not considered to be any reasonably likely scenario under which material impairment could be expected to

occur based on the testing performed.

159

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Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

16. Trade receivables

31 May 2022

£m

31 May 2021

£m

Amounts due from brokers 381.0 424.3

Own funds in client money 85.5 63.3

Amounts due from clients 3.0 3.3

469.5 490.9

Amounts due from brokers represent balances with brokers and execution partners where the combination of cash held

onaccount and the valuation of financial derivative open positions, or unsettled trade receivables, results in an amount due

toGroup.

Own funds in client money represent the Group’s own cash held in segregated client funds, in accordance with the UK’s

Financial Conduct Authority (FCA) CASS rules and similar rules of other regulators in whose jurisdiction the Group operates

andincludes £7.6 million (31 May 2021: £9.2 million) to be transferred to the Group on the following business day.

Amounts due from clients arise when a client’s total funds held with the Group are insufficient to cover any trading losses

incurred by the client or when a client utilises a trading credit limit. Amounts due from clients are stated net of an allowance

forimpairment.

17. Other assets

Other assets are cryptocurrency assets and rights to cryptocurrency assets, which are owned and controlled by the Group for

the purpose of hedging the Group’s exposure to clients’ cryptocurrency trading positions. The Group holds rights to

cryptocurrency assets on exchange and in vaults as follows:

31 May 2022

£m

31 May 2021

£m

Exchange 1.8 13.8

Vaults 12.4 16.5

14.2 30.3

Other assets are measured at fair value less costs to sell. Other assets are level 2 assets in accordance with the fair value

hierarchy (note 27).

18. Borrowings and debt securities in issue

In June 2021, the Group drew down on a £150.0 million term loan to finance the tastytrade acquisition, taking the total

committed term loan facilities to £250.0 million.

The Group subsequently performed a debt refinancing exercise and implementation of a long term funding structure, which

was completed in November 2021. The refinancing involved the following:

¼ Issue of £299.2 million 3.125% senior unsecured bonds due in 2028

¼ A new £300.0 million committed revolving credit facility, with an initial maturity of three years

¼ Repayment and cancellation of the Group’s existing £125.0 million revolving credit facilities and £250.0 million term loan

facilities

The issued debt has been recognised at fair value less transaction fees. As at 31 May 2022, £2.0 million unamortised

arrangement fees are recognised on the Statement of Financial Position, with £1.0 million unamortised fees relating to the

repaid term loans expensed to the Income Statement in the year. Unamortised arrangements fees of £1.6 million in relation to

the new revolving credit facility have been recognised on the Statement of Financial Position.

The Group has the option to request an increase in the revolving credit facility size to £400.0 million and to request two maturity

extensions of one year each, all subject to bank approval. Following this refinancing exercise, total available credit facilities have

risen from £375.0 million as at 31 May 2021 to £600.0 million as at 31 May 2022, with the potential to increase to £700.0 million

if the new revolving credit facility is increased in size.

Under the terms of the new revolving credit facility agreement, the Group is required to comply with financial covenants

covering maximum levels of leverage and debt to equity. The Group has complied with all covenants throughout the

reportingperiod.

160

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

19. Lease liabilities

The liability represents the obligation to make payments relating to leasing of premises. The table below shows the maturity

analysis of these lease liabilities as at the balance sheet date.

31 May 2022

£m

31 May 2021

£m

Future minimum payments due:

Within one year 8.9 6.7

After one year but not more than five years 13.2 15.5

After more than five years 0.6 0.9

22.7 23.1

In addition to the £22.7 million lease liability (31 May 2021: £23.1 million), the Group has £0.3 million lease commitments under

non-cancellable operating leases which are not capitalised as right-of-use assets (31 May 2021: £0.1 million). Included within this

balance is a £0.8 million lease liability relating to lease assets classified as held for sale.

Please refer to note 28 below for the maturity analysis of the undiscounted cash flows for non-cancellable leases.

20. Trade payables

31 May 2022

£m

31 May 2021

£m

Client funds:

UK and Ireland 359.0 222.0

US 34.1 21.6

EU 71.6 46.6

EMEA Non-EU 48.8 58.7

Singapore 1.5 2.6

Japan 4.4 1.7

519.4 353.2

Issued turbo warrants 1.5 1.1

Amounts due to brokers 28.0 –

Amounts due to clients 22.3 3.2

571.2 3 57.5

Client funds reflects the Group’s liability for client monies which are recognised on balance sheet in cash and cash equivalents.

Amounts due to brokers represents balances where the value of unsettled positions, or the value of open derivatives positions

held in accounts which are not covered by an enforceable netting agreement, results in an amount payable by the Group.

Amounts due to clients represent balances that will be transferred from cash and cash equivalents into segregated client funds

on the following business day in accordance with the UK’s Financial Conduct Authority CASS rules and similar rules of other

regulators in whose jurisdiction the Group operates.

21. Other payables

31 May 2022

£m

31 May 2021

£m

Accruals 112 .6 97. 2

Payroll taxes, social security and other taxes 6.9 11. 0

119.5 108.2

161

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Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

22. Contingent liabilities and provisions

In the ordinary course of business, the Group is subject to legal and regulatory risks in a number of jurisdictions which may

result in legal claims or regulatory action against the Group. Through the Group’s ordinary course of business there are ongoing

legal proceedings and engagements with regulatory authorities. Where possible, an estimate of the potential financial impact of

these legal proceedings is made using management’s best estimate, but where the most likely outcome cannot be determined

no provision is recognised.

The largest group of related claims that the Group is subject to could have a financial impact of approximately £20.6 million as at

31 May 2022. This is in its early stages and it is not possible to determine whether any amounts will be payable to the clients. As a

result, no provision has been recognised. The Group was not subject to any significant claims at 31 May 2021.

Under the terms of the agreement with the Group’s clearing broker for its operations in the US, Apex Clearing Corporation, the

Group guarantees the performance of its customers in meeting contracted obligations. In conjunction with the clearing broker,

the Group seeks to control the risks associated with its customer activities by requiring customers to maintain collateral

incompliance with various regulatory and internal guidelines. Compliance with the various guidelines is monitored daily

and,pursuant to such guidelines, the customers may be required to deposit additional collateral, or reduce positions

wherenecessary.

The Group does not expect there to be other contingent liabilities that would have a material adverse impact on the Group

Financial Statements. The Group had no material provisions as at 31 May 2022 (31 May 2021: £nil).

23. Share capital and share premium

Number of

capital

£m

Share premium

account

£m

Allotted and fully paid:

(i) Ordinary shares (0.005p)

At 31 May 2020 369,439,455 – 125.8

Issued during the year 860,000 – –

At 31 May 2021 370,299,455 – 125.8

Issued during the year 61,275,000 – –

At 31 May 2022 431,574,455 – 125.8

(ii) Deferred redeemable shares (0.001p)

At 31 May 2021 65,000 – –

At 31 May 2022 65,000 – –

(iii) Redeemable preference shares (£1.00)

At 31 May 2021 40,000 – –

At 31 May 2022 40,000 – –

During the year ended 31 May 2022, 61,000,000 ordinary shares with an aggregate nominal value of £3,050.00 were issued as

part of the consideration for the acquisition of tastytrade. The issue of shares qualifies for merger relief under Section 612 of

the Companies Act 2006, and the amount in excess of the nominal value of ordinary shares, totalling £509.0 million, has been

recognised in the merger reserve instead of the share premium account.

IG Group Holdings plc also issued 275,000 ordinary shares (31 May 2021: 860,000 ordinary shares) with an aggregate nominal

value of £13.75. The 275,000 ordinary shares (31 May 2021: 860,000) were issued to the Employee Benefit Trust in order to

satisfy the exercise of sustained performance plan and long-term incentive plan awards, for consideration of £13.75 (31 May

2021: £43.00). Except as the ordinary shareholders have agreed or may otherwise agree, on a winding up of the Company, the

balance of assets available for distribution, after the payment of all of the Company’s creditors and subject to any special rights

attaching to other classes of shares, are distributed among the shareholders according to the amounts paid up on shares

bythem.

162

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

23. Share capital and share premium continued

Deferred redeemable shares

These shares carry no entitlement to dividends and no voting rights.

Redeemable preference shares

The preference shares are entitled to a fixed non-cumulative dividend of 8.0% paid in preference to any other dividend.

Redemption is only permissible in accordance with capital distribution rules or on the winding up of the Company where the

holders are entitled to £1 per share plus, if the Company has sufficient distributable reserves, any accrued or unpaid dividends.

The preference shares have no voting rights, except that they are entitled to vote should the Company fail to pay any amount

due on redemption of the shares. The effective interest rate on these shares is 8.0% (31 May 2021: 8.0%).

24. Other reserves

Share-based

payments reserve

£m

Own shares held

in Employee

Benefit Trusts

£m

FVOCI reserve

£m

Total other

reserves

£m

At 1 June 2020 16.7 (4.6) 1.2 13.3

Equity-settled employee share-based payments 7.4 – – 7.4

Exercise of employee share awards (3.2) 3.2 – –

Employee Benefit Trust purchase of shares – (0.2) – (0.2)

Transfer of vested awards from share-based payment reserve (6.4) – – (6.4)

Change in value of financial assets held at fair value through other

comprehensive income – – (1.3) (1.3)

At 31 May 2021 14.5 (1.6) (0.1) 12.8

At 1 June 2021 14.5 (1.6) (0.1) 12.8

Equity-settled employee share-based payments 13.6 – – 13.6

Exercise of employee share awards (2.3) 2.3 – –

Employee Benefit Trust purchase of shares – (6.7) – (6.7)

Transfer of vested awards from share-based payment reserve (7.3) – – (7.3)

Change in value of financial assets held at fair value through other

comprehensive income – – (4.0) (4.0)

At 31 May 2022 18.5 (6.0) (4.1) 8.4

The share-based payments reserve relates to the estimated cost of equity-settled employee share plans based on a straight-

line basis over the vesting period. The fair value through other comprehensive income reserve includes unrealised gains or

losses in respect of financial investments, net of tax.

Own shares held in Employee Benefit Trusts

The movements in own shares held in Employee Benefit Trusts in respect of employee share plans during the year were as follows:

Year ended

31 May 2022

Number

Year ended

31 May 2021

Number

At the beginning of the year 872,272 1,279,338

Subscribed for and purchased during the year 1,012 ,13 0 898,139

Exercise and sale of own shares held in trust (1,224,473) (1,305,205)

At the end of the year 659,929 872,272

The Group has a UK-resident Employee Benefit Trust which holds shares in the Company to satisfy awards under the Group’s

HMRC-approved share-incentive plan (SIP). At 31 May 2022, 161,918 ordinary shares (31 May 2021: 205,623) were held in the

trust. The market value of the shares at 31 May 2022 was £1.2 million (31 May 2021: £1.8 million).

The Group has a Jersey-resident Employee Benefit Trust which holds shares in the Company to satisfy awards under the

long-term incentive plan and sustained performance plan. At 31 May 2022 the Trust held 488,094 ordinary shares (31 May

2021: 651,444). The market value of the shares at 31 May 2022 was £3.5 million (31 May 2021: £5.6 million).

The Group has an Australian-resident Employee Equity Plan Trust which holds shares in the Company to satisfy awards under a

SIP. At 31 May 2022, 9,917 ordinary shares (31 May 2021: 15,205) were held in the Trust. The market value of the shares at

31 May 2022 was £0.1 million (31 May 2021: £0.1 million).

163

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Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

25. Employee share plans

The Company operates four employee share plans; a sustained performance plan (SPP), a long-term incentive plan (LTIP), a

share-incentive plan (SIP) and a medium-term incentive plan (MTIP). The LTIP, MTIP and SIP are equity-settled. The SPP awarded

prior to 31 May 2021 was fully equity-settled. The SPP awarded after 31 May 2021 has changed such that 30% of the award for

the Executive Directors is settled in cash, and does not meet the criteria to be recognised as either a cash-settled share-based

payment or an equity-settled share-based payment.

Sustained performance plan (SPP)

The SPP award was introduced in the year ended 31 May 2014 for the Group’s Executive Directors and other selected senior

employees. The Remuneration Committee approves any awards made under the plan and is responsible for setting the policy

for the operation of the SPP, agreeing performance targets and participation.

The legal grant of awards under the SPP occurs post the relevant performance period. At the outset of the financial year the

Remuneration Committee approves, and communicates to the participants, performance conditions and a pre-defined

maximum monetary award in terms of multiple of salary. The grant of awards, in the form of equity-settled par value options, is

based upon three performance conditions: relative Total Shareholder Return (TSR), earnings per share (EPS) and operational

non-financial performance (NFP). Awards subsequently vest periodically in tranches until three years after the expiry of the SPP

scheme in August 2023, unless a decision is made by the Remuneration Committee to extend the life of the SPP scheme. As at

31 May 2022, no decision had been made to extend the life of the SPP scheme.

The following table shows the movement of options in the SPP, and the additional awards issued for the year ended

31 May2022:

Award date

Performance

period

(year ended)

Share price

at award

Expected full

vesting date

At the beginning

of the year

Number

Awarded during

the year

Number

Lapsed

during

the year

Number

Exercised

during

the year

Number

Dividend

equivalent

awarded

during

the year

Number

At the end

of the year

Number

04 -Aug -14 31 May 2014 609.90p 1 Aug 2025 24,776 – – (13,547) 622 11, 8 51

06 -Aug-15 31 May 2015 742.55p 1 Aug 2025 26,849 – – (14,355) 693 13,187

02-Aug -16 31 May 2016 868.65p 1 Aug 2025 111, 0 4 4 – – (60,627) 2,798 53,215

01-Aug -17 31 May 2017 626.50p 1 Aug 2025 98,688 – – (49,795) 2,713 51,606

07-Aug-18 31 May 2018 893.00p 1 Aug 2025 336,128 – – (162,502) 9,634 183,260

06 -Aug-19 31 May 2019 559.20p 1 Aug 2025 245,860 – – (106,14 4) 7,753 147, 469

06-Aug-20 31 May 2020 734.00p 1 Aug 2025 1,334,825 – – (444,940) 49,368 939,253

06-Aug-20 – 734.00p 1 May 2022 17,814 – – (19,855) 2,041 –

06-Aug-20 31 May 2021 734.00p 30 Jun 2022 35,616 – – – – 35,616

06-Aug-20 – 734.00p 1 May 2023 4,357 – – (2,426) 248 2,179

05-Aug-21 31 May 2022 911.5 0 p 1 Aug 2025 – 1,322,774 (34,678) – 38,684 1,326,780

10-Jan-22 – 829.50p 30 Jun 2023 – 15,390 – – – 15,390

10-Jan-22 – 829.50p 30 Jun 2024 – 12,990 – – – 12,990

Total 2,235,957 1,351,154 (34,678) (874 ,191) 114 ,55 4 2,792,796

The average share price at exercise of options during the year was 905.87 pence. The exercise price of all SPP awards is

0.005pence and the weighted average remaining contractual life of share options as at 31 May 2022 was 3.11 years

(30 May2021: 4.17 years).

The SPP awards for the year ended 31 May 2022 will be granted in August 2022 following the approval of actual performance

against targets set by the Remuneration Committee. A ten-day share price averaging period, that commences after the

Company’s closed period, is utilised to convert the notional value awarded into a number of options.

The table below details the number of options expected to be awarded for the year ended 31 May 2022, based on the year-end

share price:

Expected award date

Closing share price at

31 May 2022 Expected full vesting date

Awards expected for

the year ending

31 May 2022

Number

4 Aug 2022 715.5p 1 Aug 2025 2,002,411

164

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

25. Employee share plans continued

Long-term incentive plan (LTIP)

The LTIP is made available to senior management who are not invited to participate in the SPP. Awards under the LTIP are

nominal cost options, which vest after three years, conditional upon continued employment at the vesting date. There are no

other performance targets.

The maximum number of LTIP awards that can vest under the awards made are:

Award date

Share price

at award

Expected

vesting date

At the beginning

of the year

Number

Awarded

during the year

Number

Lapsed

during the year

Number

Dividend

equivalent

awarded during

the year

Number

Exercised

during the year

Number

At the end

of the year

Number

7 Aug 2018 893.00p 7 Aug 2021 218,371 – (3,636) 47, 510 (259,810) 2,435

6 Aug 2019 559.20p 6 Aug 2022 438,844 – (61,125) – – 377,719

6 Aug 2020 734.00p 6 Aug 2023 386,697 2,210 (64,803) – – 324,104

5 Aug 2021 911. 5 0 p 5 Aug 2024 – 3 97,257 (41,962) – – 355,295

Total 1,043,912 399,467 (171,526) 47, 510 (259,810) 1,059,553

The exercise price of all options awarded under the LTIP is 0.005 pence and the weighted average remaining contractual life of

share options as at 31 May 2022 was 1.16 years (31 May 2021: 1.34 years).

Medium-term incentive plan (MTIP)

The MTIP is made available to certain employees within the Group. Awards under the MTIP are nominal cost options, which vest

after 15 months, conditional upon continued employment at the vesting date. There are no other performance targets.

The maximum number of MTIP awards that can vest under the awards made are:

Award date

Share price

at award

Expected

vesting date

At the beginning

of the year

Number

Awarded

during the year

Number

Lapsed

during the year

Number

Dividend

equivalent

awarded during

the year

Number

Exercised

during the year

Number

At the end

of the year

Number

5 Aug 2021 911. 50 p 5 Nov 2022 – 205,487 (9,968) – – 195,519

Total – 205,487 (9,968) – – 195,519

The exercise price of all options awarded under the MTIP is 0.005 pence and the weighted average remaining contractual life of

share options as at 31 May 2022 was 0.43 years (31 May 2021: nil).

Share-incentive plan (SIP)

SIP awards are made available to all UK, Australian and US employees. The terms of the award are approved by the

Remuneration Committee.

The UK and Australian awards invite all employees to purchase up to £1,800/A$3,000 (31 May 2021: £1,800/A$3,000) of

partnership shares, with the Company matching on a one-for-one (31 May 2021: one-for-one) basis. All matching shares vest

after three years as long as the employee remains employed with the Group for the term of the award. Shares awarded under

the scheme are held in trust in accordance with local tax authority rules. Employees are entitled to receive dividends on the

partnership and matching shares held in trust for as long as they remain employees.

The US award invites employees to invest a maximum of 5% of their salary to the award. Employees are invited to purchase

shares in IG Group Holdings plc at a discount of 15% to the scheme price, being the lower of the opening share price and the

closing share price for the period.

165

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

25. Employee share plans continued

The maximum number of matching shares that can vest based on the SIP awards made are:

Country of award Award date

Share price

at award

Expected

vesting date

At the beginning

of the year

Number

Awarded

during the year

Number

Lapsed

during the year

Number

Exercised

during the year

Number

At the end

of the year

Number

UK 7 Aug 2018 893.00p 7 Aug 2021 85,158 – (2,634) (82,524) –

Australia 15 Jul 2018 935.84p 15 Jul 2021 7,178 – – (7,178) –

UK 6 Aug 2019 559.20p 6 Aug 2022 61,239 – (8,027) (88) 53,124

Australia 15 Jul 2019 597.00p 15 Jul 2022 2,075 – (283) – 1,792

UK 6 Aug 2020 734.00p 6 Aug 2023 55,003 – (5,400) (484) 4 9 ,119

Australia 15 Jul 2020 740.79p 15 Jul 2023 3,663 – (666) – 2,997

UK 5 Aug 2021 911.5 0 p 5 Aug 2024 – 50,302 (2,335) (198) 47,769

Australia 15 Jul 2021 851.50p 15 Jul 2024 – 4,179 (190) – 3,989

Total 214,316 54,481 (19,535) (90,472) 158,790

Of the above SIP awards exercised during the year ended 31 May 2022, the average weighted share price at exercise was:

Country of award Award date

Weighted average

share price at

exercise

UK 7 Aug 2018 871.26p

Australia 15 Jul 2018 859.50p

UK 6 Aug 2019 556.00p

Australia 15 Jul 2019 614.12p

UK 6 Aug 2020 751.60p

Australia 15 Jul 2020 825.70p

UK 5 Aug 2021 910.50p

Australia 15 Jul 2021 827. 8 9 p

The weighted average exercise price of the SIP awards exercised during the year ended 31 May 2021 is 903.89 pence.

Accounting for share schemes

The expense recognised in the Income Statement in respect of share-based payments was £13.7 million (31 May 2021: £7.4

million).

The fair value of the equity-settled share-based payments to employees is determined at the date at which a shared

understanding of the terms and conditions of the arrangement is reached between the Company and the participants. The

weighted average fair value of the equity-settled awards granted or deemed as such under IFRS 2 during the year was £15.3

million (31 May 2021: £12.7 million). For SIP awards the fair value is determined to be the share price at the grant date without

making an adjustment for expected future dividends, as award recipients are entitled to dividends over the vesting period. For

LTIP and MTIP awards the fair value is determined to be the share price at grant date without making an adjustment for the

expected future dividends as dividend equivalents are awarded on options granted under the LTIP.

For potential SPP awards made under the TSR criteria, fair value is calculated using an option pricing model prepared by

advisers. For the SPP awards made under the EPS and NFP operational measures, the fair value is determined by taking the

share price at deemed grant date less the present value of expected future dividends for the duration of the performance

period. Dividend equivalents accrue under the SPP on awarded but not yet vested options post the performance period.

Dividend equivalents cease to accrue on unexercised options after the vesting date.

The inputs below were used to determine the fair value of the TSR element of the SPP award:

Date of grant 16 August 2021

Share price at grant date (pence) £9.13

Expected life of awards (years) 0.79

Risk-free sterling interest rate (%) 0.05%

IG Group Holdings plc expected volatility (%) 24.09%

166

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

25. Employee share plans continued

IG Group Holdings plc’s expected volatility is based on historical TSR volatility of IG Group Holdings plc measured daily over a

period prior to the date of grant and commensurate with the remaining performance period. The weighted average fair values

for outstanding awards across all schemes are as follows:

At the beginning

of the year

Awarded during

the year

Lapsed during

the year

Exercised during

the year

At the end of the

year

Year ended 31 May 2022 618.63p 760.27p 807.52p 641.61p 683.09p

Year ended 31 May 2021 577.48p 695.98p 6 6 7. 22p 689.06p 618.63p

26. Related party transactions

The Directors and other members of management classified as persons discharging management responsibility in accordance

with the Market Abuse Regulation are considered to be the key management personnel of the Group in accordance with IAS 24

Related Party Disclosures. The Directors’ Remuneration Report discloses all benefits and share-based payments earned during

the year and the preceding year by the Executive Directors. The total compensation for key management personnel was as

follows:

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Short-term employee benefits 6.8 6.4

Share-based payments 10.6 6.5

17. 4 12.9

The average number of key management personnel during the year was twelve (year ended 31 May 2021: nine). Included within

short-term employee benefits are pension charges of £nil million (year ended 31 May 2021: £0.1 million).

The Group incurred short-term office rental costs in relation to office space leased from key management personnel totalling

£0.3 million in 31 May 2022 (31 May 2021: £nil). During the year ended 31 May 2022, the Group incurred £0.4 million of

arrangement fees for the issue of debt securities with a financial advisory firm that a member of key management personnel

holds a directorship in.

In November 2021, the Group took part in a funding round of Small Exchange and invested an additional £1.9 million. Prior to the

disposal of the Group’s shareholding in Small Exchange, the Group recognised its share of losses in the year from Small

Exchange of £2.3 million. In addition, the Group paid various operating expenses on behalf of Small Exchange and is reimbursed

for these expenses. The total value of these expenses in the year ended 31 May 2022 was £2.0 million (31 May 2021: £nil).

On acquisition of tastytrade, the Group initially recognised a convertible loan note with Zero Hash at a fair value of £9.3 million

($12.0 million). This was subsequently converted into an equity shareholding of 17.4% at fair value of £17.9 ($24.2 million)

inSeptember 2021. On 22 December 2021, the Group sold shares in Zero Hash and reduced its shareholding to 9.86%.

Thegain on revaluation on conversion of loan note and the gain on disposal have been shown as a separate line item

intheIncome Statement.

Zero Hash facilitates cryptocurrency trading for clients of tastyworks. tastyworks recognised £0.6 million revenue, net of

integration fees, from Zero Hash (year ended 31 May 2021: £nil).

There were no other related party transactions which had a material impact on the Financial Statements. The Group had no

transactions with its Directors other than those disclosed in the Directors’ Remuneration Report.

167

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Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

27. Financial instruments

Accounting classifications and fair values

The table below sets out the classification of each class of financial assets and liabilities and their fair values.

As at 31 May 2022 Note

FVTPL

£m

Amortised cost

£m

FVOCI

£m

Total carrying

amount

£m

Fair value

£m

Financial assets:

Cash and cash equivalents – 1,246.4 – 1,246.4 1,246.4

Financial assets pledged as collateral – – 60.4 60.4 60.4

Financial investments 14 – 45.0 290.7 335.7 335.7

Trade receivables – amounts due from

brokers 16 (159.3) 540.3 – 381.0 381.0

Trade receivables – own funds in client

money 16 – 85.5 – 85.5 85.5

Trade receivables – amounts due from

clients 16 – 3.0 – 3.0 3.0

Other receivables – 9.8 – 9.8 9.8

(159.3) 1,930.0 351.1 2 ,121.8 2,121.8

Financial liabilities:

Trade payables – client funds 20 117. 4 (636.8) – (519.4) (519.4)

Trade payables – issued turbo warrants 20 (1.5) – – (1.5) (1.5)

Trade payables – amounts due to brokers 20 (1.0) (27.0) – (28.0) (28.0)

Trade payables – amounts due to clients 20 – (22.3) – (22.3) (22.3)

Debt securities in issue 18 – (297.2) – (297.2) (269.6)

Lease liabilities 19 – (22.7) – (22.7) (22.7)

Other payables – accruals 21 – (112 .6) – (112 .6 ) (112 .6)

114 .9 (1,118 . 6) – (1,003.7) (976.1)

As at 31 May 2021 Note

FVTPL

£m

Amortised cost

£m

FVOCI

£m

Total carrying

amount

£m

Fair value

£m

Financial assets:

Cash and cash equivalents – 655.2 – 655.2 655.2

Financial assets pledged as collateral – – 87.1 87.1 87.1

Financial investments 14 – – 255.0 255.0 255.0

Trade receivables – amounts due from

brokers 16 17.1 4 07. 2 – 424.3 424.3

Trade receivables – own funds in client

money 16 – 63.3 – 63.3 63.3

Trade receivables – amounts due from

clients 16 – 3.3 – 3.3 3.3

Other receivables – 5.5 – 5.5 5.5

17.1 1,134.5 342.1 1,493.7 1,493.7

Financial liabilities:

Trade payables – client funds 20 38.4 (392.7) – (354.3) (354.3)

Trade payables – issued turbo warrants 20 – – – – –

Trade payables – amounts due to brokers 20 – – – – –

Trade payables – amounts due to clients 20 – (3.2) – (3.2) (3.2)

Borrowings 18 – (98.8) – (98.8) (98.8)

Lease liabilities 19 – (23.1) – (23.1) (23 .1)

Other payables – accruals 21 – (97. 2) – (97. 2) ( 97.2)

38.4 (615.0) – (576.6) (576.6)

168

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

27. Financial instruments continued

Financial instrument valuation hierarchy

The hierarchy of the Group’s financial instruments carried at fair value is as follows:

As at 31 May 2022

Level 1

£m

Level 2

£m

Level 3

£m

Total fair value

£m

Financial assets:

Trade receivables – amounts due from brokers 9.2 (168.5) – (159.3)

Financial assets pledged as collateral 60.4 – – 60.4

Financial investments 290.7 – – 290.7

Financial liabilities:

Trade payables – amounts due to brokers – (1.0) – (1.0)

Trade payables – client funds 14.1 103.3 – 117. 4

Trade payables – issued turbo warrants – (1.5) – (1.5)

As at 31 May 2021

Level 1

£m

Level 2

£m

Level 3

£m

Total fair value

£m

Financial assets:

Trade receivables – due (to)/from brokers 0.6 16.5 – 17.1

Financial assets pledged as collateral 87.1 – – 87.1

Financial investments 255.0 – – 255.0

Financial liabilities:

Trade payables – amounts due to brokers – – – –

Trade payables – client funds – 38.4 – 38.4

Fair value hierarchy levels 1 to 3 are based on the degree to which the fair value is observable:

¼ Level 1 assets are valued using unadjusted quoted prices in active markets for identical financial instruments. This category

includes the Group’s open-exchange traded hedging positions. The quoted market price used for financial assets held by the

Group is the period end bid price.

¼ Level 2 assets are valued using techniques where a price is derived based significantly on observable market data. For

example, where an active market for an identical financial instrument to the product used by the Group to hedge its market

risk does not exist. This category includes the Group’s open non-exchange traded hedging positions. This comprises shares,

foreign currency and foreign currency options. The fair values used in the valuation of these products are sometimes

brokered values and may occur after the close of a market but before the measurement date. The effects of discounting are

generally insignificant for these Level 2 financial instruments.

¼ Level 3 assets are valued using techniques that incorporate information other than observable market data that is significant

to the overall valuation.

There have been no changes to the fair value hierarchy or the valuation techniques for any of the Group’s financial instruments

held at fair value in the year (31 May 2021: none). There were no transfers between Level 1 and Level 2 fair value measurements,

and no transfers into or out of Level 3 fair value measurements for years ended 31 May 2022 and 31 May 2021.

Fair value of financial assets and liabilities measured at amortised cost

The fair value of the Group’s financial assets and liabilities measured at amortised cost approximates their carrying amount, with

the exception of debt securities in issue.

Items of income, expense, gains or losses

All of the Group’s gains and losses arising from financial assets and liabilities classified as fair value through the profit and loss

are included in net trading revenue for the years ended 31 May 2022 and 31 May 2021.

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

27. Financial instruments continued

Offsetting financial assets and liabilities

The following financial assets and liabilities have been offset and are subject to enforceable netting agreements.

As at 31 May 2022 Note

Gross amounts

of recognised

financial assets

£m

Gross amounts

of recognised

financial liabilities

set off

£m

Net amounts of

financial assets

and liabilities

£m

Financial assets:

Trade receivables – amount due from/(to) brokers 16 1,119.3 (738.3) 381.0

Financial liabilities:

Trade payables – amount due from/(to) brokers 20 68.0 (96.0) (28.0)

Trade payables – client funds 20 121.3 (640.7) (519.4)

1,308.6 (1,475.0) (166.4)

As at 31 May 2021 Note

Gross amounts

of recognised

financial assets

£m

Gross amounts

of recognised

financial liabilities

set off

£m

Net amounts of

financial assets

and liabilities

£m

Financial assets:

Trade receivables – amount due from/(to) brokers 16 954.6 (530.3) 424.3

Financial liabilities:

Trade payables – client funds 20 42.1 (396.4) (354.3)

996.7 (926.7) 70.0

Amounts due from brokers and client funds have been presented net to reflect the impact of offsetting. The Group is entitled to

offset amounts due from brokers on a broker account level by currency. Collateral at brokers represent UK Government

securities listed with brokers to meet the broker’s requirements. Client funds represents balances with clients where the cash

held on balance sheet and the valuation of open derivative positions result in an amount due to clients.

28. Financial risk management

Financial risks arising from financial instruments are analysed into market, credit, concentration and liquidity risks. Details of

how risks are managed are discussed in the risk management section on page 46.

Market risk

Market risk disclosures are analysed into the following categories:

¼ Non-trading interest rate risk.

¼ Price and foreign currency risk, which is further analysed between the impact on financial investments held at fair value

through other comprehensive income and the impact on the Group’s year-end net trading book position. The Group’s

foreign currency exposure on its financial assets and liabilities denominated in currencies other than the reporting currency

is included in the trading book.

170

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

28. Financial risk management continued

Non-trading interest rate risk

The interest rate risk profile of the Group’s financial assets and liabilities at each year end was as follows:

Within 1 year Between 2 and 5 years More than 5 years Total

31 May 2022

£m

31 May 2021

£m

31 May 2022

£m

31 May 2021

£m

31 May 2022

£m

31 May 2021

£m

31 May 2022

£m

31 May 2021

£m

Fixed rate:

Financial assets pledged as collateral 35.1 26.0 25.3 61.1 – – 60.4 87.1

Financial investments 200.9 127. 4 134.8 127.6 – – 335.7 255.0

Debt securities in issue – – – – (297. 2) – (297. 2) –

Floating rate:

Cash and cash equivalents 1246.4 655.2 – – – – 1246.4 655.2

Trade receivables – due from brokers 381.0 424.3 – – – – 381.0 424.3

Trade receivables – own funds in

client money 85.5 63.3 – – – – 85.5 63.3

Trade payables – due to brokers (28.0) – – – – – (28.0) –

Borrowings – – – (98.8) – – – (98.8)

1,920.9 1,296.2 160.1 89.9 (297.2) – 1,783.8 1,386.1

Non-trading interest rate risk sensitivity analysis – fixed rate

Interest on financial instruments classified as fixed rate is fixed until the maturity of the instrument. The level of future fixed

interest receivable would be similar to that received in the year and is considered immaterial to the Group’s profit for the year.

Non-trading interest rate risk sensitivity analysis – floating rate

Interest on financial instruments classified as floating rate is re-priced at intervals of less than one year. Trade receivables and

payables include client and broker balances upon which interest is paid or received based upon market rates.

Interest rate sensitivity has been performed on floating rate financial instruments by considering the impact of a 1% decrease in

interest rates on financial assets and financial liabilities. The impact of such a movement on the Group’s profit before tax for the

year is shown below.

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

(Decrease)/increase in profit before tax:

Cash and cash equivalents (12.5) (6.6)

Trade receivables – amounts due from brokers (0.9) (1.2)

Trade receivables – own funds in client money 0.9 0.6

Trade payables – amounts due to brokers (0.3) –

Borrowings – 0.1

Price risk

The Group is exposed to investment securities price risk because financial investments and financial assets pledged as collateral

held by the Group are priced based on closing market prices published by the UK Debt Management Office.

The table below summarises the impact of decreases in the value of financial investments on the Group’s other comprehensive

income. The analysis is based on the assumption that the yield curve of financial investments moved upwards by 1% with all

other variables held constant:

Impact:

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Decrease in FVOCI reserve (equity) (2.9) (3.1)

The Group is also exposed to price and foreign currency risk in relation to its net trading book position. The Group accepts

some residual market risk to facilitate instant execution of client trades but does not take proprietary positions for the purposes

of speculative gain. The Group manages the market risk it faces in providing its services to clients by internalising client flow

(allowing individual client trades to offset one another) and hedging when the residual exposures reach pre-defined limits. The

Group’s Risk Management Framework is set out on page 46 of the Annual Report.

171

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Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

28. Financial risk management continued

The Group’s market risk policy includes Board-approved notional market risk limits (KRIs) which set out the Group’s appetite and

the extent to which the Group is willing to be exposed to this residual market risk. Product market risk limits control the

maximum (long or short) residual exposure the Group can hold before hedging externally. Predefined limits are set and regularly

reviewed in accordance with a limits framework which references client trading volumes, market liquidity, volatility and

expected shortfall results for each underlying market.

Alongside these notional limits the Group employs a range of risk measurement techniques including Value at Risk (VaR),

Expected Shortfall and Stress-Testing models which are used to quantify potential market risk and client credit risk losses

against all products. These measures cover all products offered to clients and are monitored on an hourly basis, with breaches

investigated and reported to the Chief Risk Officer and senior stakeholders in each line of defence on a daily basis.

These measures quantify the potential uncertainty in relation to the Group’s current exposure by estimating the potential

impact of a negative change in the value of each underlying financial market the Group is exposed to. The VaR model uses a

99% confidence interval over one day and one year’s historical price data for all markets as inputs to determine the risk factors

to apply to the portfolio exposures. VaR has limitations as it is reliant on historical data only and estimates potential future losses

on this basis. Additionally, VaR does not quantify the potential losses outside of the 99% confidence level – the tail risk. To

overcome these limitations the Group also measures and monitors Expected Shortfall and Stress Testing results alongside VaR

results as part of its overall risk management strategy. Expected Shortfall measures the Group’s expected losses outside of the

99% confidence level (average losses in the 1% tail), while Stress Testing models potential losses in extreme but plausible events.

Stress Testing covers a range of scenarios including future known economic and political events, market or region-specific

scenarios and potential macro systemic shocks, which references the 20-year price returns for all markets at the 99.9th

percentile confidence interval. The Group’s end of day market risk VaR for the year is shown in the table below:

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Market risk as at 31 May 5.0 5.3

Average market risk (daily) 3.6 9.6

Maximum market risk (daily) 13.1 25.5

Minimum market risk (daily) 1.3 2.8

Foreign currency risk

The Group faces foreign currency exposures on financial assets and liabilities denominated in currencies other than the

functional currency of its subsidiaries. In the normal course of business, the Group hedges these exposures along with its

trading book positions.

Associated with the tastytrade, acquisition, the Group entered into a foreign exchange contract to hedge the $300 million

exposure arising from the cash consideration due upon completion of the transaction. In the year ended 31 May 2022, the

Group recognised a £5.8 million realised foreign exchange gain (31 May 2021: £7.9 million unrealised foreign exchange loss) in

net trading revenue as a result of this hedge.

Credit risk

The principal sources of credit risk to the Group’s business are from financial institutions and individual clients.

Amounts due from financial institutions, which are stated net of an expected credit loss of £nil (31 May 2021: £nil), are all less

than 30 days past due. Amounts due from clients, which are stated net of an expected credit loss of £18.0 million at 31 May

2022 (31 May 2021: expected credit loss of £17.0 million), include both amounts less than and greater than 30 days past due.

The analysis in the following table shows credit exposures by credit rating.

Cash and cash equivalents

Trade receivables – amounts

due from brokers

Trade receivables – amounts

due from clients

Trade receivables – own funds

in client money

31 May 2022

£m

31 May 2021

£m

31 May 2022

£m

31 May 2021

£m

31 May 2022

£m

31 May 2021

£m

31 May 2022

£m

31 May 2021

£m

Credit rating:

AA+ and above 24.1 27.3 – – – – – –

AA to AA- 437.8 158.1 – 8.2 – – 5.3 0.6

A+ to A- 730.9 426.2 320.0 402.1 – – 80.0 61.8

BBB+ to BBB- 25.5 30.0 32.8 – – – 0.2 0.8

BB+ to B 17.6 13.6 1.5 1.1 – – – –

Unrated 10.5 – 26.7 12.9 3.0 3.3 – 0.1

Total carrying amount 1,246.4 655.2 381.0 424.3 3.0 3.3 85.5 63.3

172

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

28. Financial risk management continued

Loss allowance

Below is a reconciliation of the total loss allowance:

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

At the beginning of the year 17.0 15.8

Loss allowance for the year:

– gross charge for the year 6.5 8.0

– recoveries (3.6) (5.1)

– debts written off (1.7) (1.3)

Foreign exchange 0.4 (0.4)

At the end of the year 18.6 17.0

The loss allowance has been calculated in accordance with the Group’s expected credit loss model. The following table provides

an overview of the Group’s credit risk and the associated loss allowance for assets held at amortised cost and fair value through

other comprehensive income.

31 May 2022

Stage 1

12-month

£m

Stage 2

Lifetime

£m

Stage 3

Lifetime

£m

Total

£m

Credit grade:

Investment grade 2,213.9 – – 2,213.9

Non-investment grade 70.2 1.0 17.6 88.8

Gross carrying amount 2,284 .1 1.0 17.6 2,302.7

Loss allowance – (1.0) (17.6) (18.6)

Total carrying amount 2,284 .1 – – 2,284.1

31 May 2021

Stage 1

12-month

£m

Stage 2

Lifetime

£m

Stage 3

Lifetime

£m

Total

£m

Credit grade:

Investment grade 1,439.6 – – 1,439.6

Non-investment grade 37.0 – 17. 0 54.0

Gross carrying amount 1,476.6 – 17. 0 1,493.6

Loss allowance – – (17.0) (17. 0 )

Total carrying amount 1,476.6 – – 1,476.6

The Group’s trade receivables in stage 3 include amounts arising from IFRS 15 Revenue from Contracts with Customers which

are assessed in accordance with the simplified approach. The comparatives for 31 May 2021 have been re-presented to split

out amount previously presented as being classified within the simplified approach column into the relevant staging.

Concentration risk

The Group’s largest credit exposure to any one individual broker at 31 May 2022 was £55.7 million (A+ rated) (31 May 2021:

£69.9 million (A+ rated)). Included in cash and cash equivalents, the Group’s largest credit exposure to any bank at 31 May 2022

was £320.9 million (AA- rated) (31 May 2021: £117.3 million (A+ rated)). The Group has no significant credit exposure to any one

particular client or group of connected clients.

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28. Financial risk management continued

Liquidity risk

Maturities of financial liabilities

The table below outlines the Group’s financial liabilities into relevant maturity categories based on their contractual maturities.

The amounts disclosed below are the contractual undiscounted cash flows.

31 May 2022

Within

1 year

£m

Between

2 and 5 years

£m

Over

5 years

£m

Total

£m

Carrying amount

of liability

£m

Debt securities in issue 9.4 37.6 304.7 351.7 299.2

Lease liabilities 8.9 14.6 0.6 24 .1 22.7

Trade payables – client funds 519.4 – – 519.4 519.4

Trade payables – amounts due to clients 22.3 – – 22.3 22.3

Trade payables – amounts due to brokers 28.0 – – 28.0 28.0

Trade payables – issued turbo warrants 1.5 – – 1.5 1.5

Other payables – accruals 112 .6 – – 112 .6 112 .6

Total 702.1 52.2 305.3 1,059.6 1,005.7

31 May 2021

Within

1 year

£m

Between

2 and 5 years

£m

Over

5 years

£m

Total

£m

Carrying amount

of liability

£m

Borrowings 2.0 102.4 – 104.4 98.8

Lease liabilities 6.7 16.5 0.9 24.1 23.1

Trade payables – client funds 353.2 – – 353.2 353.2

Trade payables – amounts due to clients 3.2 – – 3.2 3.2

Trade payables – issued turbo warrants 1.1 – – 1.1 1.1

Other payables – accruals 97. 2 – – 97. 2 97. 2

Total 463.4 118 . 9 0.9 583.2 576.6

Capital management

The Group manages its capital resources in line with its capital allocation framework.

The regulatory capital resources of the Group is a measure of equity, adjusted for goodwill and intangible assets, deferred tax

assets, declared dividends and prudent valuation, which at 31 May 2022 totalled £1,025.6 million (31 May 2021: £860.7 million).

The Group operates a monitoring framework over the capital resources and minimum capital requirements daily, calculating the

market and credit risk requirements arising from exposure at the end of each day and this includes internal warning indicators

as part of the Group’s Board Risk Dashboard.

Until 31 December 2021, the Group was subject to CRD IV regulations. The Group was required to undertake a Pillar 2 Internal

Capital Adequacy Assessment Process (ICAAP) at least annually, which involved an assessment of capital requirements through

a series of stress-testing scenarios against the financial projections. From 1 January 2022, the Group is subject to the

Investment Firm Prudential Regime (IFPR), which changes the basis of calculation of the Group’s regulatory capital, and replaces

the ICAAP with an Internal Capital and Risk Assessment (ICARA) prepared under the requirements of the MiFIDPRU.

The Group met all externally imposed capital requirements throughout the years ended 31 May 2022 and 31 May 2021. In

addition to regulatory capital requirements, the Group is required to comply with financial covenants covering a maximum

leverage ratio and net debt to equity. Further details can be found in note 18.

174

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

29. Cash flow information

Cash generated from operations

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Operating activities

Operating profit 477. 3 454.5

From continuing operations 477.3 450.2

From discontinued operations – 4.3

Depreciation and amortisation 57.5 25.7

Profit on disposal of assets (0.3) –

Equity-settled share-based payments charge 13.6 7. 4

Decrease/(increase) in trade receivables, other receivables and other assets 53.9 (161.9)

Increase in trade and other payables 209.4 247. 8

Cash generated from operations 811. 4 573.5

Liabilities arising from financing activities

Debt Securities

in Issue

£m

Borrowings

£m

Leases

£m

Total

£m

Liabilities as at 1 June 2020 – 99.7 29.3 129.0

Changes to existing lease agreements – – 0.4 0.4

Lease payments made in the year – – (5.8) (5.8)

Unwinding of discount – – 0.6 0.6

Financing arrangement fees – (1.3) – (1.3)

Amortisation of fees – 0.4 – 0.4

Impact of movement in foreign exchange rates – – (1.4) (1.4)

Liabilities as at 31 May 2021 – 98.8 23 .1 121.9

Liabilities as at 1 June 2021 – 98.8 23.1 121.9

Changes to existing lease agreements – – 5.6 5.6

Lease agreements through acquisition – – 0.9 0.9

Unwinding of discount – – 0.6 0.6

Lease payments made in the year – – (8.1) (8.1)

Issuance of debt securities 299.2 – – 299.2

Draw down of term loan – 150.0 – 150.0

Repayment of term loan – (250.0) – (250.0)

Financing arrangement fees (2 .1) – – (2.1)

Amortisation of fees 0.1 1.2 – 1.3

Impact of movement in foreign exchange rates – – 0.6 0.6

Liabilities as at 31 May 2022 297. 2 – 22.7 319.9

30. Business acquisition

On 28 June 2021, the Group completed the acquisition of tastytrade, Inc. (tastytrade), a company incorporated in the US and

headquartered in Chicago. tastytrade is a US online brokerage and trading education platform operating within the US listed

options and futures market.

The acquisition of tastytrade has strategic benefits for the Group and provides immediate scale in the US listed options and

futures market. It transforms the scale and breadth of the Group’s existing US presence through IG US LLC and DailyFX and its

relevance to US retail clients. The acquisition also extends the Group’s global product capabilities into exchange traded options

and futures, diversifying IG’s regulatory risk profile beyond its historical focus on OTC derivatives, and increases the contribution

from capital efficient agency-only activities.

A fair value exercise has been prepared in accordance with IFRS 3 Business Combinations. The results of this exercise are set

out below, along with the fair value of the purchase consideration.

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30. Business acquisition continued

Purchase consideration

Under the terms of the purchase agreement, IG Group Holdings plc (directly and through certain wholly owned subsidiaries)

acquired the entire voting share capital of tastytrade and in exchange, $296.9 million cash consideration was paid and IG Group

Holdings plc issued 61,000,000 ordinary shares. The shares were issued on 28 June 2021 and upon issue the total value of the

shares was £509.4 million, based upon the closing share price on 28 June 2021 of £8.35. The issue of shares is determined to

qualify for merger relief under Section 612 of the Companies Act 2006, and the amount in excess of the nominal value of

ordinary shares has been recognised in the merger reserve, along with issue costs of £0.4 million which were directly

attributable to the issue of the shares. The Group part-financed the transaction by drawing down on a £150.0 million term loan

which was arranged during the year ended 31 May 2021.

The fair value of the purchase consideration is as follows:

$m £m

Cash consideration 296.9 213.8

Issued ordinary shares 707. 2 509.4

Total consideration 1,0 04.1 723.2

Identified assets and liabilities

The Group has a 12 month measurement period from date of acquisition to estimate the fair value of acquired assets and

liabilities. The fair value exercise is complete as at the reporting date. The fair values recognised at acquisition is set out below:

$m £m

Cash and cash equivalents 31.2 22.6

Trade receivables 21.6 15.6

Prepayments and other receivables 4.6 3.3

Convertible loan notes 4.0 2.9

Total current assets 61.4 44.4

Investments in associates 12.5 9.0

Property, plant and equipment 4.0 2.9

Internally developed software 19.8 14.3

Trade name 78.7 56.9

Customer relationships 226.1 163.5

Non-compete agreements 39.8 28.8

Convertible loan notes 8.0 5.8

Deferred tax asset 10.3 7. 4

Total non-current assets 399.2 288.6

Accruals and other payables (7. 8) (5.6)

Total current liabilities (7.8) (5.6)

Deferred tax liability (91.4) (66 .1)

Lease liabilities (0.7) (0.5)

Total non-current liabilities (92.1) (66.6)

Total identifiable net assets acquired 360.7 260.8

The gross contractual amount of trade receivables is £15.6 million ($21.6 million) and it is expected that the full contractual

amounts, less the amounts already provided for, is recoverable.

The fair value of assets and liabilities acquired was determined based on the assumptions that reasonable market participants

would use in the principal or most advantageous market. The assumptions used included a discount rate of 17.3% and

unobservable inputs within the valuation methodologies, which are outlined in the section below alongside sensitivity analysis

for certain key inputs.

176

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

30. Business acquisition continued

Customer relationships: Income approach (excess earnings method)

This approach estimates the projected cash flows of the asset, adjusted for capital charges from other contributory assets. In

addition to the assumptions applied in the cash flow forecasts, key inputs include the customer attrition rate, the discount rate

and the long-term growth rate.

¼ A 5 percentage point increase in the attrition rate would reduce the fair value of the asset by £34.9 million.

¼ A 2 percentage point increase in the discount rate would reduce the fair value of the asset by £12.2 million.

¼ A 0.5 percentage point decrease in the long-term growth rate would reduce the fair value of the asset by £4.2 million.

The value of customer relationships has increased from £156.3 million ($216.2 million) to £163.5 million ($226.1 million) since the

values reported at 30 November 2021 as a result of a change in assumptions related to attrition rates.

Trade names: Income approach (relief from royalty method)

This approach estimates the future cost savings that arise as a result of not having to pay a royalty or licence fee on the future

revenues earned through using the asset. In addition to the assumptions applied in the revenue forecasts, key inputs include the

royalty rate and the discount rate.

¼ A 0.5 percentage point decrease in the royalty rate would reduce the fair value of the asset by £5.7 million.

¼ A 2 percentage point increase in the discount rate would reduce the fair value of the asset by £5.4 million.

¼ A 5-year reduction in the useful life of the asset would reduce the fair value by £10.3 million.

Non-compete agreement: Income approach (with or without method)

This approach estimates the fair value of the cash flows both with the non-compete agreement and without the non-compete

agreement. The non-compete arrangements in place apply for a period of five years for the founders. The key inputs are the

assumptions relating to likelihood and value of lost revenue over the five year period. There are no inputs where a reasonable

change in the assumptions results in a significant change in the fair value.

Internally developed software: Cost approach

This approach applies the concept of replacement cost as an indicator of fair value, where an investor would pay no more for an

asset than the amount the asset could be replaced for. In addition to the estimate of cost, the key inputs are the estimated

mark-up generated by a developer and obsolescence factors. There are no inputs where a reasonable change in the

assumptions results in a significant change in the fair value.

Goodwill arising from the acquisition has been recognised as follows:

$m £m

Purchase consideration 1,004.1 723.2

Less: fair value of identified net assets (360.7) (260.8)

Goodwill 643.4 462.4

Goodwill is attributable to the workforce, future technology and future growth of tastytrade. Goodwill is not deductible for

taxpurposes.

From the date of acquisition, tastytrade contributed £110.1 million of net trading revenue in the year ended 31 May 2022 and

operating profit of £17.8 million, which includes the amortisation of acquisition related intangible assets. If the acquisition had

occurred on 1 June 2021, the contribution to trading revenue is estimated to be £118.7 million and operating profit of £19.3

million. Operating profit includes the additional amortisation that would have been charged assuming that the fair value of

intangible assets had been applied from 1 June 2021.

Purchase consideration outflow

$m £m

Outflow of cash to acquire subsidiary, net of cash acquired

Cash consideration 296.9 213.8

Less: cash balance acquired (31.2) (22.6)

Net outflow of cash 265.7 191.2

The Group incurred acquisition costs not directly attributable to the issuance of shares of £20.7 million for legal, insurance,

bank and broker services. Of this, £1.1 million was recognised in the year ended 31 May 2022 and the remaining £19.6 million

was recognised in the year ended 31 May 2021. These costs have been recognised as part of operating expenses and operating

cash flows.

Included within the cash consideration above is a working capital adjustment of £2.3 million ($3.1 million), due back to theGroup.

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

31. Discontinued operations

On 1 March 2022, the Group completed the sale of its operations in Nadex to Foris DAX Markets, Inc for cash consideration of

$213.7 million (£162.7 million). The financial performance and cash flow information of Nadex for the nine month period up until

the date of disposal are reported in discontinued operations as set out below.

Financial performance and cash flow information

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Net trading revenue 9.4 16.1

Other operating income 0.6 0.8

Operating income 10.0 16.9

Operating costs (9.9) (12.5)

Net credit losses (0.1) (0.1)

Operating profit – 4.3

Profit before tax – 4.3

Tax expense – (1.0)

Profit after tax – 3.3

Gain on sale of subsidiary after tax expense 107.8 –

Profit from discontinued operations 107. 8 3.3

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Net cash inflow from ordinary activities 1.0 7. 2

Net cash inflow/(outflow) from investing activities 121.6 (1.4)

Net cash (outflow) from financing activities (0.1) (4.5)

Impact of movement in foreign exchange rates 1.0 (2.3)

Net cash increase/(decrease) generated by the subsidiary 123.5 (1.0)

1 Includes sales proceeds net of cash retained of £143.3 million.

Details of disposal of operations in Nadex

£m

Consideration received 162.7

Carrying amount of net assets sold (24.7)

Costs associated with disposal (4.1)

Reclassification of foreign currency translation reserve 3.0

Tax expense on gain on sale (29.1)

Gain on sale after income tax 107.8

The carrying amounts of assets and liabilities as at the date of disposal were: £m

Property, plant and equipment 1.5

Intangible assets (including goodwill) 6.2

Net current assets 0.2

Non-current lease liabilities (0.6)

Cash and cash equivalents 17. 4

Net assets 24.7

Year ended

31 May 2022

Year ended

31 May 2021

Basic earnings per ordinary share from discontinued operations 25.3p 0.9p

Diluted earnings per ordinary share from discontinued operations 25.1p 0.9p

178

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

32. Investment in associates

31 May 2022

£m

31 May 2021

£m

At the beginning of the period: – –

Additions – business acquisition 26.9 –

Additions – increase in investment in associate 1.9 –

Disposals (13.1) –

Share of loss after tax (2.3) –

Foreign exchange movement 1.4 –

At the end of the year 14.8 –

As a part of the acquisition of tastytrade, the Group acquired a 37.18% investment in Small Exchange. During the year, the Group

increased its investment in Small Exchange by £1.9 million and subsequently sold its entire shareholding in Small Exchange for

consideration of £18.9 million recognising a gain of £4.0 million.

As part of the acquisition of tastytrade, the Group acquired a convertible loan instrument with a fair value of £9.3 million. On

24 September 2021, the convertible loan instrument was wholly converted into equity providing the Group with a 17.4% equity

shareholding in Zero Hash with a fair value of £17.9 million. The Group also held 25% voting rights in Zero Hash and it was

therefore recognised as an associate. Zero Hash has a reporting date of 31 December. The Group disposed of 7.54% of its

equity interest in Zero Hash on 22 December 2021 for consideration of £5.6 million.

Name of entity Principal place of business

Registered office and

country of incorporation Class of shares

% equity

owned by

the Group Nature of business

Zero Hash Holdings

Limited

Chicago, Illinois 1013 Centre Rd.

Suite 403-A, City of

Wilmington, County

of New Castle,

19805.US

Series C-preferred

9.86% Digital asset trading

Interactive Broker Group (IBG) LLC holds 33.3% interest in Zero Hash. The Group has an account with IBG for hedging purposes.

However, IBG is not the Group’s primary or secondary broker and no trades have been placed with IBG during the year ended

31 May 2022.

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33. Investments in subsidiaries

The following companies are all owned directly or indirectly by IG Group Holdings plc:

Name of Company

Registered office and

country of incorporation Holding Voting rights Nature of business

Subsidiary undertakings held directly:

IG Group Limited Cannon Bridge House,

25 Dowgate Hill,

London EC4R 2YA

United Kingdom

Ordinary shares 100% Holding company

Subsidiary undertakings held indirectly:

IG Index Limited Cannon Bridge House,

25 Dowgate Hill,

London EC4R 2YA

United Kingdom

Ordinary shares 100% Spread betting

IG Markets Limited Ordinary shares 100% CFD trading, foreign

exchange and

market risk

management

IG Markets South Africa Limited Ordinary shares 100% CFD trading

Market Data Limited Ordinary shares 100% Data distribution

IG Nominees Limited

Ordinary shares – Nominee company

IG Knowhow Limited Ordinary shares 100% Software

development

Extrabet Limited

Ordinary shares – Non-Trading

IG Finance

Ordinary shares – Financing

IG Finance Two

Ordinary shares – Financing

IG Finance Three

Ordinary shares – Financing

IG Finance Four

Ordinary shares – Financing

IG Finance 5 Limited

Ordinary shares – Financing

IG Forex Limited

Ordinary shares – Financing

IG Spread Betting Limited

Ordinary shares – Financing

IG Finance 8 Limited

Ordinary shares – Financing

IG Finance 9 Limited Ordinary shares 100% Financing

Financial Domaigns Limited

Ordinary shares – Holding company

Financial Domaigns Registry

HoldingsLimited

Ordinary shares 100% Holding company

Financial Domaigns Registrar Limited

Ordinary shares – Domains registrar

Financial Domaigns (Services) Limited

Ordinary shares – Domains registry

Deal City Limited Ordinary shares 100% ETF trading

InvestYourWay Limited

Ordinary shares – Non-trading

IG Trading and Investments Limited Ordinary shares 100% Non-trading

IG Australia Pty Limited Level 15, 55 Collins Street,

Melbourne VIC 3000

Australia

Ordinary shares 100% Sales and marketing

office

IG Share Trading Australia Pty Limited Ordinary shares 100% Non-trading

IG Asia Pte Limited 9 Battery Road,

01-02 MYP Centre,

049910 Singapore

Ordinary shares 100% CFD trading and

foreign exchange

Kunxin Translation (Shenzhen)

Co.Limited

19-B16, Shenzhen Dinghe Tower,

No.100 of Fuhua 3rd Road,

Fuan Community,

Futian District,

Shenzhen

Ordinary shares 100% Translation services

180

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Financial Statements continued

Name of Company

Registered office and

country of incorporation Holding Voting rights Nature of business

IG Securities Limited Izumi Garden Tower 26F,

1-6-1 Roppongi,

Minato-ku,

106- 6026 Tokyo

Ordinary shares 100% CFD trading and

foreign exchange

IG Europe GmbH Westhafenplatz 1,

Frankfurt am Main,

60327 Germany

Ordinary shares 100% CFD trading and

foreign exchange

IG Bank S.A. 42 Rue du Rhone,

Geneva,

1204 Switzerland

Ordinary shares 100% CFD trading and

foreign exchange

IG Infotech (India) Private Limited Infinity, 2nd Floor, Katha No 436,

Survey No 13/1B, 12/2B,

Challagatta Village,

Bangalore,

560071 India

Ordinary shares 100% Software

development and

support services

IG US Holdings Inc. 251 Little Falls Drive,

Wilmington,

Delaware,

19808 US

Ordinary shares 100% Holding company

Market Risk Management Inc. Ordinary shares 100% Market maker

FX Publications Inc Ordinary shares 100% Publications

IG US LLC Ordinary shares 100% Foreign exchange

trading

Fox Sub Limited

57/63 Line Wall Road,

Gibraltar

Ordinary shares 100% Financing

Fox Sub 2 Limited Ordinary shares 100% Financing

Fox Japan Holdings Ordinary shares 100% Holding company

IG Limited Office 2&3, Level 27,

Currency House – Tower 2,

Dubai International

FinancialCentre,

P O Box – 506968 Dubai,

United Arab Emirates

Ordinary shares 100% CFD trading and

foreign exchange

Brightpool Limited Christodoulou Chatzipavlou,

221 Helios Court,

3rd floor 3036,

Limassol

Cyprus

Ordinary shares 100% Market maker

IG Markets Kenya Limited William House,

4th Ngong Avenue,

Nairobi,

Nairobi West District,

P O B ox 4 0111,

00100 Kenya

Ordinary shares 100% Non-trading

Spectrum MTF Operator GmbH

Raydius GmbH

Westhafenplatz 1,

Frankfurt am Main,

60327

Germany

Ordinary shares 100% Multilateral Trading

Facility

Issuer of turbo

warrants

IG International Limited Canon’s Court,

22 Victoria Street,

Hamilton,

HM 12 Bermuda

Ordinary shares 100% CFD trading and

foreign exchange

IG Securities Hong Kong Limited 19/F, Lee Garden One,

33 Hysan Avenue Causeway Bay

Hong Kong

Ordinary shares 100% Financial services

tastytrade, Inc.

1000 W Fulton Market St,

Suite 220

Ordinary shares 100% Holding company

33. Investments in subsidiaries continued

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Name of Company

Registered office and

country of incorporation Holding Voting rights Nature of business

tastyworks, Inc

327 N Aberdeen,

Chicago,

IL 60607

Ordinary shares 100% Brokerage firm

tastyworks Australia, Pty Ltd.

Unit 13, 5 Gladstone Rd,

Castle Hill

NSW 2154

Ordinary shares 100% Australian brokerage

firm

tastyworks Canada, Inc

800 – 885 West Georgia Street,

Vancouver BC,

V6C 3H1 Canada

Ordinary shares 100% Canadian brokerage

firm

Quiet Foundation, Inc.

327 N Aberdeen,

Chicago,

IL 60607

Ordinary shares 100% Investment advisory

Dough LLC

19 N Sangamon St,

Chicago,

IL 60607

Ordinary shares 100% Inactive

Tastyworks Singapore Pte #28-00,

One Marina Boulevard,

Singapore (018989)

Ordinary shares 100% Singaporean

brokerage firm

1 The subsidiary entered into Members’ Voluntary Liquidation (solvent liquidation) and was handed over to liquidators on 28 May 2021.

2 The subsidiary was acquired on 28 June 2021.

3 As part of the acquisition of tastytrade, Inc., a series of merger transactions took place between Spring Merger Sub I, Inc., Spring Merger Sub II, Inc. and the acquired tastytrade, Inc.

Thesurviving entity resulting from the series of merger was Spring Merger Sub II, Inc. which was subsequently renamed as tastytrade, Inc.

The following UK entities, all of which are 100% owned by the Group, are not subject to an audit by virtue of s479A of the

Companies Act 2006 relating to subsidiary companies: IG Finance 9 Limited (07306407) and Deal City Limited (09635230).

Financial Domaigns Registry Holdings Limited (09235699) is a UK entity, which is 100% owned by the Group and is exempt from

the requirement to prepare individual financial statements by virtue of s394A of the Companies Act 2006 relating to the

individual financial statements of dormant subsidiaries.

Employee Benefit Trusts:

IG Group Holdings plc Inland Revenue Approved Share Incentive Plan (UK Trust)

IG Group Limited Employee Benefit Trust (Jersey Trust)

IG Group Employee Equity Plan Trust (Australian Trust)

34. Subsequent events

On 1 July 2022, the Group signed an Accordion Increase Request increasing the revolving credit facility by £25.0 million. This

increase is effective from 1 August 2022.

On 20 July 2022, the Board approved a share buyback programme of up to £150.0 million, commencing 21 July 2022. The share

buyback programme is expected to be substantially completed during the FY23 period.

There have been no other subsequent events that have material impact on the Group’s Financials Statements.

33. Investments in subsidiaries continued

182

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Company Financial Statements

A year of change;

accelerating growth

PG. 182–191

Primary Statements

Company Statement of Financial Position 183

Company Statement of Changes in Equity 184

Company Statement of Cash Flows 185

Notes to the Company Financial Statements

1. Authorisation of Financial Statements and

statement of compliance 186

2. Accounting policies 186

3. Auditors’ remuneration 186

4. Directors’ remuneration 186

5. Staff costs 186

6. Investment in subsidiaries 187

7. Leases liabilities 187

8. Cash flow information 188

9. Other receivables 189

10. Debt securities in issue 189

11. Other payables 189

12. Share capital and share premium 189

13. Related party transactions 190

14. Other reserves 190

15. Directors’ shareholdings 190

16. Contingent liabilities and provisions 190

17. Financial risk management 191

18. Subsequent events 191

19. Dividends paid and proposed 191

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Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Note

31 May 2022

£m

31 May 2021

£m

Assets

Non-current assets

Investment in subsidiaries 6 1,076.3 553.3

Right-of-use asset 7 5.0 6.1

Other receivables 9 298.3 –

1,379.6 559.4

Current assets

Prepayments 2.2 0.5

Other receivables 9 383.1 209.2

Cash and cash equivalents 1.8 0.4

387.1 210.1

TOTAL ASSETS 1,766.7 769.5

Liabilities

Non-current liabilities

Debt securities in issue 10 297.2 –

Lease liabilities 7 4.3 6.0

301.5 6.0

Current liabilities

Other payables 11 13.9 18.1

Lease liabilities 7 2.1 1.8

16.0 19.9

TOTAL LIABILITIES 317.5 25.9

Equity

Share capital and share premium 12 125.8 125.8

Merger reserve 590.0 81.0

Other reserves 14 7.5 7. 9

Retained earnings 725.9 528.9

Total equity 1,449.2 743 .6

TOTAL EQUITY AND LIABILITIES 1,766.7 769.5

The Company’s profit for the year was £375.9 million (2021: profit of £223.8 million).

The Financial Statements of IG Group Holdings plc (registered number 04677092) were approved by the Board of Directors on

20 July 2022 and signed on its behalf by:

Charles Rozes

Chief Financial Officer

Company Statement of Financial Position

as at 31 May 2022

184

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Share capital

£m

Share premium

£m

Merger reserve

£m

Other reserves

£m

Retained earnings

£m

Total equity

£m

At 1 June 2020 – 125.8 81.0 7.1 458.4 672.3

Profit and total comprehensive income

forthe year – – – – 223.8 223.8

Equity-settled employee share-based

payments – – – 7. 4 – 7.4

Employee Benefit Trust purchase of own

shares – – – (0.2) – (0.2)

Equity dividends paid – – – – (159.7) (159.7)

Transfer of vested awards from the

share-based payment reserve – – – (6.4) 6.4 –

At 31 May 2021 – 125.8 81.0 7.9 528.9 743.6

At 1 June 2021 - 125.8 81.0 7. 9 528.9 743.6

Profit and total comprehensive income

forthe year – – – – 375.9 375.9

Equity-settled employee share-based

payments – – – 13.6 – 13.6

Employee Benefit Trust purchase of own

shares – – – (6.7) – (6.7)

Transfer of vested awards from the

share-based payment reserve – – – (7. 3) 7.3 –

Equity dividends paid – – – – (186.2) (186.2)

Issue of ordinary share capital for the

acquisition of tastytrade – – 509.0 – – 509.0

At 31 May 2022 - 125.8 590.0 7.5 725.9 1,449.2

Company Statement of Changes in Equity

for the year ended 31 May 2022

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IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Note

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Operating activities

Cash generated from operations 8 203.9 164.7

Net cash flow generated from operating activities 203.9 164.7

Investing activities

Investment in subsidiary – (4.0)

Loan issued to Group companies (298.3) –

Net cash flow used in investing activities (298.3) (4.0)

Financing activities

Interest paid on lease liabilities (0.2) (0.2)

Interest and other financing costs paid (8.4) –

Repayment of principal element of lease liabilities (1.9) (0.3)

Net proceeds from issue of debt securities 299.2 –

Equity dividends paid to owners of the parent (186.2) (159.7)

Employee Benefit Trust purchase of own shares (6.7) (0.3)

Net cash flow from/(used in) financing activities 95.8 (160.5)

Net increase in cash and cash equivalents 1.4 0.2

Cash and cash equivalents at the beginning of the year 0.4 0.2

Cash and cash equivalents at the end of the year 1.8 0.4

Company Statement of Cash Flows

for the year ended 31 May 2022

186

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

1. Authorisation of Financial Statements and statement of compliance

The Financial Statements of IG Group Holdings plc (the Company) for the year ended 31 May 2022 were authorised for issue by

the Board of Directors on 20 July 2022 and Statement of Financial Position was signed on the Board’s behalf by Charles Rozes.

IG Group Holdings plc is a public company limited by shares, which is listed on the London Stock Exchange and incorporated

inthe United Kingdom and domiciled in England and Wales. The address of the registered office is Cannon Bridge House,

25Dowgate Hill, London, EC4R 2YA.

On 31 December 2020, IFRS as adopted by the European Union was brought into UK law and became UK-adopted International

Accounting Standards, with future changes being subject to endorsement by the UK Endorsement Board. The Company

transitioned to UK-adopted International Accounting Standards in the Company Financial Statements on 1 June 2021. This

change constitutes a change in accounting framework. However, there is no impact on recognition, measurement or disclosure

in the period reported as a result of the change in framework.

The Financial Statements of the Company have been prepared in accordance with UK-adopted International Accounting

Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

There were no unendorsed standards effective for the year ended 31 May 2022 affecting these consolidated and separate

Financial Statements.

The Financial Statements have been prepared under the historical cost convention and in conformity with UK-adopted

International Accounting Standards requires the use of certain critical accounting estimates. It also requires management to

exercise its judgement in the process of applying the Company’s accounting policies. There are no significant areas of

judgement or complexity, or areas where assumptions and estimates are significant to the Company’s Financial Statements.

As permitted by Section 408(1)(b), (4) of the Companies Act 2006, the individual Income Statement of IG Group Holdings plc

(the Company) has not been presented in these Financial Statements. The amount of profit for the year included within the

Financial Statements of IG Group Holdings plc is £375.9 million (year ended 31 May 2021: £223.8 million). A Statement of

Comprehensive Income for IG Group Holdings plc has also not been presented in these Financial Statements. No items of other

comprehensive income arose in the year (31 May 2021: £nil).

2. Accounting policies

The accounting policies applied are the same as those set out in note 2 of the Group Financial Statements except for

thefollowing:

Investment in subsidiaries

Subsidiaries are entities on which the Company has control. Control is achieved where the Company has existing rights that give

it the ability to direct the activities that affect the Company’s returns and exposure or rights to variable returns from the entity.

Investments in subsidiaries are stated at cost less accumulated impairment losses.

Impairment of investment in subsidiaries

The Directors of the Company carry out an annual assessment to determine if any indication of impairment exits. If such

indicators are identified, then the amount of impairment is ascertained by comparing the carrying amount of the investment in

each subsidiary to its recoverable amount. The recoverable amount of a subsidiary is determined based on value-in-use

calculations (VIU) which requires the use of assumptions. The calculation of VIU incorporates cash flow projections based on

financial budgets approved by management.

Dividends

Dividends receivable are recognised when the shareholders’ right to receive the payment is established.

3. Auditors’ remuneration

Auditors’ remuneration is disclosed within note 5 of the Group Financial Statements.

4. Directors’ remuneration

Directors’ remuneration is disclosed within the Director’s Remuneration Report section of the Annual Report.

5. Staff costs

The Company has no employees (31 May 2021: nil).

Notes to the Company Financial Statements

187

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Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

6. Investment in subsidiaries

At cost

31 May 2022

£m

31 May 2021

£m

At the beginning of the year 553.3 541.9

Additions 1,027.1 11. 4

Disposals (504 .1) –

At the end of the year 1,076.3 553.3

Additions during the year include the acquisition of tastytrade, Inc. As part of the acquisition of tastytrade, a series of merger

transactions took place between Spring Merger Sub I, Inc., Spring Merger Sub II, Inc. and the acquired tastytrade, Inc.

Thesurviving entity resulting from the series of mergers was Spring Merger Sub II, Inc. which was subsequently renamed as

tastytrade, Inc. Refer to note 30 and note 33 for further information. Immediately following the acquisition of tastytrade, Inc.,

the Company contributed its investment in tastytrade, Inc, to its wholly owned subsidiary, IG Group Limited and in return

received 100 ordinary shares in IG Group Limited.

The Company’s direct and indirectly owned subsidiaries are disclosed in note 33 of the Group Financial Statements.

The investments in subsidiaries are assessed annually by the Directors of the Company, to determine if there is any indication

that any of the investments might be impaired. Based on an assessment carried out, the carrying amount of the Company’s

investments in subsidiary is supported by the net present value of future cash flows. Therefore, no impairment was recognised

during the current year.

Additions in the year include also equity-settled share-based awards for employees of subsidiaries of £13.6 million (year ended

31 May 2021: £7.4 million).

7. Leases

(i) Right-of-use asset

31 May 2022

£m

31 May 2021

£m

Cost:

At the beginning of the year 9.2 9.0

Additions 0.5 –

Dilapidation adjustment – 0.2

At the end of the year 9.7 9.2

Accumulated depreciation:

At the beginning of the year 3.1 1.5

Provided during the year 1.6 1.6

At the end of the year 4.7 3 .1

Net book value 5.0 6.1

The Company’s right-of-use asset represents the commercial lease for office space. The table below shows the discounted

rental commitments under non-cancellable operating leases.

Future minimum payments due:

31 May 2022

£m

31 May 2021

£m

Not later than one year 2.1 1.8

After one year but not more than five years 4.3 6.0

6.4 7. 8

The following table shows the maturity analysis of the undiscounted cash flows for non-cancellable leases. Balances due within

12months equal their carrying balances as the impact of discounting is not significant.

188

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Company Financial Statements continued

7. Leases continued

(ii) Lease liability

Future minimum payments due:

Year ended

31 May 2022

£m

Year ended

31 May 2021

£m

Within one year 2.1 1.8

After one year but not more than five years 4.5 6.2

6.6 8.0

8. Cash flow information

31 May 2022

£m

31 May 2021

£m

Operating activities

Operating loss (9.0) (24.2)

Dividends received 385.0 248.2

Lease asset depreciation 1.6 1.6

Increase in trade and other receivables (169.0) (75.2)

Increase/(decrease) in trade and other payables (4.7) 14.3

Cash generated from operations 203.9 164.7

Included within operating loss are legal and professional fees incurred in relation to the acquisition of tastytrade. For further

details refer to note 30 of the Group Financial Statements.

Liabilities arising from financing activities

Debt securities

in issue

£m

Leases

£m

Total

£m

Liabilities as at 1 June 2020 – 7.7 7.7

Lease payments made in the period – (0.5) (0.5)

Unwinding of discount – 0.2 0.2

Changes to existing lease agreements – 0.4 0.4

Liabilities as at 31 May 2021 – 7. 8 7. 8

Liabilities as at 1 June 2021 – 7.8 7.8

Issued Debt 299.2 – 299.2

Financing arrangement fees (2 .1) – (2.1)

Unwind of capitalised financing fees 0.1 – 0.1

Lease payments made in the period – (2.1) (2.1)

Unwinding of discount – 0.2 0.2

Changes to existing lease agreements – 0.5 0.5

Liabilities as at 31 May 2022 297. 2 6.4 303.6

189

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

9. Other receivables

31 May 2022

£m

31 May 2021

£m

Amounts due from Group companies:

– IG Markets Limited 370.3 205.5

– IG Index Limited 11.1 3.3

– Other Group companies 0.8 0.3

Other debtors 0.9 0.1

383.1 209.2

All amounts above are repayable on demand and are non-interest bearing.

Under the Group’s cash management framework, entities holding cash that is surplus to short term requirements generally lend

the money to IG Markets Limited. In addition to the £370.3 million due from IG Markets Limited outlined above, the Company

has entered into an agreement with IG Markets Limited to provide a £298.3 million loan with an interest rate of 3.125% per

annum to be repaid as one final payment in November 2028. This is classified within non-current other receivables in the

Statement of Financial Position.

10. Debt securities in issue

The Company undertook a debt financing exercise and implementation of a long-term funding structure, which was completed

in November 2021. The financing involved the following:

¼ Issue of £299.2 million 3.125% senior unsecured bonds due 2028.

¼ A £300.0 million committed revolving credit facility, with an initial maturity of three years.

The issued debt has been recognised at fair value less transaction fees. As at 31 May 2022, £2.0 million unamortised

arrangement fees are recognised on the Statement of Financial Position. Unamortised arrangements fees of £1.6 million in

relation to the revolving credit facility have been recognised on the Statement of Financial Position.

The Company has the option to request an increase in the revolving credit facility size to £400.0 million and to request two

maturity extensions of one year each, all subject to bank approval. Total available credit facilities as at 31 May 2022 were £600.0

million (31 May 2021: £nil), with the potential to rise to £700.0 million if the revolving credit facility is increased in size.

Under the terms of the revolving credit facility agreement, the Company is required to comply with financial covenants covering

maximum levels of leverage and debt to equity for Group at a consolidated level. The Company has complied with all covenants

throughout the reporting period.

11. Other payables

31 May 2022

£m

31 May 2021

£m

Accruals 13.9 17. 3

Amounts due to Group companies – 0.8

13.9 18.1

12. Share capital and share premium

Share capital and share premium is disclosed within note 23 of the Group Financial Statements.

190

FINANCIAL STATEMENTS

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Notes to the Company Financial Statements continued

13. Related party transactions

Transactions with related parties are as follows:

31 May 2022

£m

31 May 2021

£m

Revenue:

Subsidiary – dividends 385.0 248.2

385.0 248.2

Finance income:

Subsidiary 5.1 –

5.1 –

Refer to note 9 for balances outstanding in respect of related parties.

14. Other reserves

Share-based

payments

£m

Own shares held

in Employee

Benefit Trusts

£m

Total other

reserves

£m

At 1 June 2020 11. 7 (4.6) 7.1

Equity-settled employee share-based payments 7. 4 – 7.4

Exercise of employee share awards (3.2) 3.2 –

Employee Benefit Trust purchase of shares – (0.2) (0.2)

Transfer of vested awards from the share-based payments reserve (6.4) – (6.4)

At 31 May 2021 9.5 (1.6) 7. 9

As at June 2021 9.5 (1.6) 7.9

Equity-settled employee share-based payments 13.6 – 13.6

Exercise of employee share awards (2.3) 2.3 –

Employee Benefit Trust purchase of shares – (6.7) (6.7)

Transfer of vested awards from the share-based payments reserve (7.3) – (7. 3)

At 31 May 2022 13.5 (6.0) 7.5

15. Directors’ shareholdings

The Directors of the Company hold shares as disclosed in the Remuneration Report in the Group Annual Report.

16. Contingent liabilities and provisions

In the ordinary course of business, the Company is required to issue guarantees on behalf of its subsidiaries. These primarily

relate to guarantees provided to third-party banks and hedging counterparties. Under the terms of the agreements the

Company acts as guarantor for unsettled liabilities that may arise under other agreements between Group companies and

financial institutions. The amounts guaranteed by the Company as at 31 May 2022 was £0.2 million (31 May 2021: £0.4 million).

191

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Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

17. Financial risk management

Financial risks arising from financial instruments are managed at a Group-wide level and details are in the Risk Management

section of the Group Annual Report.

Credit risk

Held within other receivables are amounts receivable by the Company from related parties that are unrated. The Directors

consider the Company’s receivables to be recoverable as they are with Group companies and the companies have adequate

resource to ensure repayment in full. Therefore, credit risk is minimal.

Liquidity risk

The tables below analyse the Company’s financial liabilities into relevant maturity categories based on their contractual

maturities. The amounts disclosed in the table are the contractual undiscounted cash flows. The Company is able to obtain

financial support from other Group companies if this is needed. Therefore, liquidity risk is minimal.

31 May 2022

Within

1 year

£m

Between

2 and 5 years

£m

Over

5 years

£m

Total

£m

Carrying amount

£m

Issued debt securities 9.4 37.6 304.7 351.7 299.2

Lease liabilities 2.1 4.5 – 6.6 6.6

Total 11. 5 42.1 304.7 358.3 305.8

31 May 2021

Within

1 year

£m

Between

2 and 5 years

£m

Over

5 years

£m

Total

£m

Carrying amount

£m

Lease liabilities 1.8 6.2 – 8.0 8.0

Total 1.8 6.2 – 8.0 8.0

Capital management

The capital of the Company is managed as part of the capital of the Group. Full details, including details of dividends paid during

the year, are contained in the Group Financial Statements in note 28.

18. Subsequent events

The subsequent events of the entity are the same as those disclosed in the notes to the Group Financial Statements in note 34.

19. Dividends paid and proposed

The dividends paid and proposed by the entity are the same as those disclosed in the notes to the Group Financial Statements

in note 11.

192

SHAREHOLDER AND COMPANY INFORMATION

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Shareholder information

Shareholder communications

You can opt to receive communications from us by email

rather than by post and we will email you whenever we add

shareholder communications to the Company website. To set

this up, please visit www.investorcentre.co.uk/ecomms and

If you wish to change this instruction you can do so by

contacting our Registrar at the address shown overleaf.

Youcan also make this request online via your Investor

Centreaccount.

The Registrar can also be contacted by telephone on +44

(0)371 495 2032. Calls to this number cost no more than a

national rate call from any type of phone or provider. These

prices are for indication purposes only; if in doubt, please

check the cost of calling this number with your phone line

provider. Lines are open 8.30am to 5.30pm, Monday to Friday

excluding bank holidays.

Shareholder enquiries

If you have any queries relating to your shareholding, dividend

payments, lost share certificates, or change of personal

details, please contact Computershare by visiting

www.investorcentre.co.uk or by using the contact

detailsabove.

American Depositary Receipts (ADRs)

IG’s ADR programme trades in the US OTC market, under the

symbol IGGHY. Each ADR currently represents one ordinary

share.

Dividend dates

Ex-dividend date 22 September 2022

Record date 23 September 2022

Last day to elect for dividend

reinvestment plan 29 September 2022

Final dividend payment date 20 October 2022

Annual shareholder calendar

Company reporting

Final results announced 21 July 2022

Annual Report published 15 August 2022

Annual General Meeting 21 September 2022

Interim report

As part of our e-comms programme, we have decided not to

produce a printed copy of our Interim Report. We will instead

publish the report on our website, where it will be available

around mid-January each year.

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Brokers

Barclays Bank plc

5 The North Colonnade

Canary Wharf

London

E14 4BB

Numis Securities Limited

45 Gresham Street

London

EC2V 7BF

Independent Auditors

PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

7 More London Riverside

London

SE1 2RT

Solicitors

Linklaters LLP

1 Silk Street

London

EC2Y 8HQ

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgewater Road

Bristol

BS99 6ZZ

Cautionary statement

Certain statements included in our 2022 Annual Report,

orincorporated by reference to it, may constitute ‘forward-

looking statements’ in respect of the Group’s operations,

performance, prospects and/or financial condition.

Forward-looking statements involve known and unknown

risksand uncertainties because they are beyond the Group’s

control and are based on current beliefs and expectations

about future events about the Group and the industry in which

the Group operates.

No assurance can be given that such future results will be

achieved; actual events or results may differ materially as a

result of risks and uncertainties facing the Group. If the

assumptions on which the Group bases its forward-looking

statements change, actual results may differ from those

expressed in such statements. The forward-looking

statements contained herein reflect knowledge and

information available at the date of this Annual Report and the

Group undertakes no obligation to update these forward-

looking statements except as required by law.

This report does not constitute or form part of any offer or

invitation to sell, or any solicitation of any offer to purchase,

any shares or other securities in the Company, and nothing in

this report should be construed as a profit forecast.

Market share

Market share data has been provided by Investment Trends

PtyLimited (website: www.investmenttrends.com/).

Contact:Brian Chong (email: b.chong@investmenttrends.com).

Unless stated, market share data is sourced from the following

current reports:

¼ Investment Trends France Leverage Trading Report,

released August 2021

¼ Investment Trends US Leverage Trading Report,

releasedSeptember 2021

¼ Investment Trends Singapore Leverage Trading Report,

released October 2021

¼ Investment Trends Australia Leveraged Trading Report,

released December 2021

¼ Investment Trends Hong Kong Warrants & FX Report,

released February 2022

¼ Investment Trends Germany Leverage Trading Report,

released March 2022

¼ Investment Trends Spain Leverage Trading Report,

releasedApril 2022

¼ Investment Trends UK Leverage Trading Report,

releasedJune 2022

194

SHAREHOLDER AND COMPANY INFORMATION

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Adjusted net trading revenue

£ million FY22 FY21 Change %

Net trading revenue 972.3 837. 3 16%

Hedging (gain)/loss on

tastytrade acquisition (5.8) 7. 9 nm

Adjusted net trading

revenue 966.5 845.2 14%

Core Markets+ 828.7 825.2 –

High Potential Markets 137. 8 20.0 589%

Adjusted operating costs

£ million FY22 FY21

Operating costs 499.2 390.5

¼ Net credit losses on financial assets 2.7 2.9

Adjusted operating costs inc.

netcredit losses 501.9 393.4

¼ Operating costs relating to the

tastytrade acquisition and

integration (2.0) (19.6)

¼ Amortisation on tastytrade

acquisition intangibles and recurring

non-cash costs (31.7) –

¼ Operating costs relating to the

Nadex sale (3.3) –

Adjusted operating costs 464.9 373.8

Adjusted profit before tax and earnings per share

£m (unless stated) FY22 FY21

Earnings per share (pence) 92.9 99.8

Weighted average number of

sharesfor the calculation of EPS

(millions) 426.3 369.2

Profit after tax 396.1 368.6

Tax expense 80.9 77.4

Profit before tax 477. 0 446.0

¼ Hedging (gain)/loss on tastytrade

acquisition (5.8) 7. 9

¼ Operating income relating to

Nadex sale (1.5) –

¼ Operating costs relating to the

tastytrade acquisition and

integration 2.0 19.6

¼ Amortisation on tastytrade

acquisition intangibles and

recurring non-cash costs 31.7 –

¼ Operating costs relating to the

Nadex sale 3.3 –

¼ Financing costs relating to the

debt issuance 1.0 –

¼ Gains on sale of Small Exchange

and disposal of Zero Hash (4.1) –

¼ Movement in the FV of

convertible debt associated with

Zero Hash (9.3) –

Adjusted profit before tax (A) 494.3 473.6

Adjusted tax expense (83.8) (77.4)

Adjusted profit after tax 410.5 396.2

Adjusted earnings per share

(pence) 96.3 107.3

Adjusted total revenue (B) 967. 3 845.5

Adjusted profit before tax margin

(A/B) % 51% 56%

High Potential Markets total revenue – pro forma

£ million FY22 FY21 Change %

US options and futures

(tastytrade) 112 . 0 96.1 16%

US FX 16.6 11. 6 43%

European ETDs 9.3 4.9 90%

US market making 1.8 3.5 (49%)

Pro forma High Potential

Markets¹ 139.7 116 .1 20%

1 Pro forma basis reflects revenue from tastytrade in the period post-acquisition, from

28 June 2021 to 31 May 2022, and for the equivalent prior period in FY21

Appendices

195

Introduction Strategic Report Governance Report Financial Statements

Shareholder and

Company Information

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Own cash

£ million Note 31 May 2022 31 May 2021

Cash and Cash equivalents 1,246.4 655.2

Financial investments –

termed cash 14 45.0 –

Less: Cash held to meet

regulatory liquidity

requirements (45.5) –

Own cash 1,245.9 655.2

Amounts due from brokers

£ million Note 31 May 2022 31 May 2021

Financial investments – UK

Government securities held

at brokers 14 289.9 256.0

Trade receivables –

amounts due from broker 16 381.0 424.3

Trade payables – amounts

due to broker 20 (28.0) –

Other assets 17 14.2 30.3

Amounts due from broker 657.1 710.6

Liquid assets threshold requirement

£ million Note 31 May 2022 31 May 2021

Financial investments –

regulatory liquidity

requirements 14 61.2 86.1

Cash held to meet

regulatory liquidity

requirements 45.5 –

Liquid assets threshold

requirement 106.7 86.1

Own funds in client money

£ million Note 31 May 2022 31 May 2021

Trade receivables – own

funds in client money 16 85.5 63.3

Trade payables – amounts

due to clients

20 (21.3) (2.4)

Own funds in client money 64.2 60.9

1 Amounts considered part of ‘own funds’.

Net own funds movement from acquisitions and

disposals of investments in subsidiaries and associates

£ million FY22

Net cash flow to investment in associates (1.9)

Net proceeds from disposal of subsidiaries 143.3

Proceeds from disposal of investments in

associates, net of cash disposed 24.5

Net cash flow to acquire subsidiaries (193.5)

Net own funds derecognised upon disposal of

subsidiary (2.7)

Net own funds recognised upon acquisition of

subsidiary 15.6

Net own funds movement from acquisitions

and disposals of investments in subsidiaries

andassociates (14.7)

Net own funds generated from operations

£ million FY22 FY21

Cash generated from operations 811. 4 573.5

¼ decrease in other assets (19.7) (0.4)

¼ Increase in trade payables (209.4) (222.2)

¼ (decrease)/increase in trade

receivables (37.7 ) 160.7

¼ Repayment of lease liabilities ( 7. 5 ) (5.2)

¼ Interest paid on lease liabilities (0.6) (0.6)

Own funds generated

from operations (A) 536.5 505.8

Profit before taxation (B) 477.0 446.0

Conversion rate from profit

to cash (A/B) % 112% 113%

196

SHAREHOLDER AND COMPANY INFORMATION

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022

Adjusted total revenue (£m)

Adjusted total revenue represents revenue from products and

services and interest on client money less cost of hedging,

excluding certain costs relating to the tastytrade acquisition.

Adjusted net trading revenue (£m)

Represents the transaction fees paid by clients (client income),

net of introducing partner commissions, our external hedging

costs, client trading profit and losses, and corresponding

hedging profits and losses, on an adjusted basis.

Adjusted net trading revenue generated from non-

OTC products (%)

Represents net trading revenue generated from exchange

traded derivatives and stock trading and investments, on an

adjusted basis.

Adjusted profit before tax margin (%)

Measures the profit that we generate as a percentage of total

revenue, prior to tax charges, on an adjusted basis.

Net own funds generated from operations (£m)

Measures the level of net own funds (cash) that we generate

from our operations after deductions for taxes.

Total number of active OTC derivative clients (000)

The total number of clients who have generated

revenue in the relevant financial year by trading

ourOTCderivative products.

Platform uptime (%)

This measures the percentage of time that IG’s online trading

platforms were online during the financial year. Partial outages

or degradation of service are included as uptime.

ESG KPI: scope 1–3 greenhouse gas emissions per

employee (TCO

Total scope 1–3 greenhouse gas emissions in the financial

year, divided by average headcount during the year ended

31 May 2022.

ESG KPI: young people benefiting from our Brighter

Future initiatives globally

Total benefiting from collaboration between IG Group and

charity partners such as Teach First. This includes both direct

and indirect impact.

Group-wide Key Performance Indicator (KPI) Definitions

This book has been printed on paper from well-managed

forests, approved by the Forest Stewardship Council

using vegetable inks. Our printer holds ISO 14001 and

FSC

environmental certifications.

IG Group Holdings plc

Cannon Bridge House

25 Dowgate Hill

London EC4R 2YA

T: +44 (0)20 7896 0011

F: +44 (0)20 7896 0010

W: iggroup.com

IG GROUP HOLDINGS PLC ANNUAL REPORT 2022