May 2011 1

FINANCIAL AND BUSINESS REVIEW

BUSINESS OUTLOOK

June 2013

PRIVATE AND CONFIDENTIAL

MERCHANT CAPITAL MERCHANT CAPITAL

DISCLAIMER Notice to residents in the United Kingdom

The information in this Presentation relating to Merchant House Group PLC (the “Company”) is for background purposes only and may be subject to change. It isbeing issued to certain persons on the basis that they fall within one of the exemptions contained in the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (as amended) (the "Order"). The contents of this Presentation have accordingly not been approved by an authorised person for thepurposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"). Such approval of this presentation would be required by section 21 FSMA if theexemptions referred to below, or some other exemption, did not apply to it. This presentation and its contents are exempt from the general restriction (insection 21 FSMA) on the communication of invitations or inducements to engage in investment activity on the grounds that it is being given only to (i) personsoutside the United Kingdom or (ii) persons who have professional experience in matters relating to investments who fall within the definitions of investmentprofessionals as defined in Article 19 of the Order. Persons not falling within these categories should not rely or act upon this Presentation and in considerationof receipt of this Presentation each recipient warrants and represents that he, she or it is a person falling within that description.

This Presentation is not a prospectus, is not intended to form the basis of any investment decision or contract and does not constitute an offer or invitation topurchase or subscribe for any securities or to enter into any contract or commitment for any securities. No independent verification has been carried out on theinformation set out in this Presentation, which is not and does not purport to be complete or comprehensive and, subject to applicable law, no representation orwarranty, express or implied, is or will be made or given by the Company or by any other person, including their respective professional advisers, as to theaccuracy, fairness, sufficiency or completeness of this Presentation. In particular, but without prejudice to the generality of the foregoing, no representation orwarranty is given, and no responsibility or liability is accepted, as to the achievement or reasonableness of any future projections, the assumption underlyingthem, forecasts, estimates or statements as to the prospects contained or referred to in this Presentation which were prepared expressly for use in thisPresentation and are based on certain assumptions and the Company’s directors’ analysis of information at the time this Presentation was prepared. Eachrecipient must make his or her own assessment of all information disclosed. Neither the Company nor not any of them is or becomes aware of any inaccuracy,incompleteness or change in the information contained in this Presentation.

This Presentation is confidential and is for the sole use of the Company, firm or individual to whom it has been specifically issued. This Presentation may not bereproduced in whole or in part and distributed to any person or published in whole or in part for any purposes whatsoever without the prior written consent ofthe Company. In particular this Presentation may not be distributed in whole or in part to any country outside the United Kingdom where such distribution maylead to a breach of law or regulatory authority. Neither the receipt of this Presentation nor any information contained therein or supplied with the Presentation orsubsequently communicated to any person in connection with the Presentation constitutes the giving of advice. Reliance on this Presentation for the purpose ofengaging in any investment activity may expose an investor to a significant risk of losing all of the property or assets invested. Past performance is notnecessarily a guide to future returns. The value of investments can go down as well as up. Any person who is in doubt about securities to which this Presentationrelates should consult an authorised person specialising in advising on investments of the kind in question. Prospective Investors must rely upon their ownrepresentatives, including their own legal advisers and accountants, as to legal, tax, investment or other related matters concerning the Company and theirinvestment therein.

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MERCHANT CAPITAL MERCHANT CAPITAL

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Strong FX trading income from Merchant Trading LLP

Structured Products division moving to breakeven through the year

Purchase of IFA business; +£500mn in client assets, 118 advisers, £2mn income stream

Successful launch of UCITS platform (3 funds) with $60mn in AUM

Key Drivers of Success for 2010

MERCHANT CAPITALMERCHANT CAPITAL

In two years:

From ‘zero’ to …

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Largest independent provider of Structured Products in UK£350mn in client assets and being approved on major UK investor platformscontrol £13mn of client cash 2013; OWNED BY MERCHANT CAPITAL

Largest independent UCITS platform in Europe~$60mn in assets under management, 3 funds3 additional funds expected mid 2011 2013; FUNDS SUCCESSFULLY SPUN OUT.

Asset Management division seeking to launch new funds£10mn Gemini Turnaround Fund€500mn QIF for major UK bank 2013 ; NEW FUNDS LAUNCHED IN DUBLIN.

MHFS largest AR of TenetConnnect, the largest independent UK IFA network~£500mn in client assets with 118 advisers 2013; RE STRUCTURE COMPLETE AND BUSINESS SOLD

circa 70,000 clients with $2bn in client assets

MERCHANT CAPITALMERCHANT CAPITAL

VISION

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Business Overview

Merchant Capital is a financial services platform, its core is its investment management and product development expertise. The group uses this core competence and the development of its client base and distribution channels to acquire and build financial services businesses.

To build a £100 million financial services group based on strong core recurring revenues and implement investments in complementary financial services businesses, in the next 5 years.

COREAPPROACH

MERCHANT CAPITAL MERCHANT CAPITAL

Banking and financial services industry is changing radically due to economic and regulatory trends and pressures.

There is greater demand for independent advice and services.

Due to regulatory and political pressures, large banks with retail arms are more limited in the extent to which they can participate in key parts of the market.

The UCITS market is nearly $8 trillion in size. Hedge fund UCITS represent about 1%.

The UK’s Retail Distribution Review coming into effect in 2012 will open up the retail investment market and enable more choice, creativity and transparency. We have already seen structural changes, and we are already taking advantage of those.

Industry & Investor Context

Business Overview

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MERCHANT CAPITAL MERCHANT CAPITAL

The successful execution of our strategy is based on three key principles:Business Overview

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Attract and provide strong incentives to experienced teams.

Build strategic relationships with commercial partners to expand reach and distribution.

Grow recurring revenues in core divisions with a constant view to the impact on the bottom line.RECURRING REVENUES

PARTNERS

TEAM

Business OverviewA Private Equity-Style Approach to business development…without the leverage

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BUSINESS ACTIVITIES

BUSINESS LEADERS

BUSINESS EVALUATION

SHAREHOLDER VALUE

We only pursue opportunities to the final stage where we believe Merchant can make an appropriate return for shareholders, with limited downside risk.

Business opportunities must meet pre-defined criteria in terms of strategic suitability, market opportunity, regulatory compliance and cultural fit; only then do we proceed to detailed due diligence.

Each team is backed by leaders in their field attracted to the group by its combination of strength in intellectual capital, a broad client base and rich cross-selling opportunities.

Each Merchant business division is ideally positioned to become a leader in its area.

MERCHANT CAPITAL MERCHANT CAPITAL

PRIVATE CLIENT FINANCIAL SERVICES

INVESTMENT MANAGEMENT SERVICES CORPORATE SERVICES

Private Client Stockbroking Ballybunion Funds Platform

Corporate RecoveryMerchant Corporate Recovery

Merchant Turnaround PlcMerchant Strategic Recovery

Merchant Trading LLPAlgorithmic trading infrastructure

Enigma FX TradingMerchant Pensum

Structured Products£350mn plan holders Merchant Asset Management

Irish QIF management Merchant Legal LLPLegal Services

Group Structure

MERCHANT CAPITAL 2013

Three Core Divisions

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MERCHANT CAPITAL MERCHANT CAPITAL

The business is focused on providing private client stockbroking and independent financial advisory services to affluent and high net worth investors across the UK. The business is also a leading independent provider of structured products for private investors in the UK.

Dec 2010 - Launch of a new Financial Planning business and acquisition of certain assets of The Clarkson Hill Group Plc, adding 118 IFAs and in excess of £500 million in funds under direction.Q3 2010 – Q1 2011 – Launch of 9 new structured products including new products in emerging markets and agricultural commodities.

Retail stockbroking business and Structured Products are profitable with increased returns expected in 2011. Sales of structured products in Q1 2011 reached their highest level since launch, with January’s sales alone exceeding the total generated in Q4 of 2010. Structured Products was recently ranked first for performance in Money Marketing. The business now has £350 million in plan assets.

The Clarkson Hill transaction provides a solid foundation for MHFS and our Private Client Wealth Management business and gives the ability to scale without internal resource constraints.

We expect to complete further transactions which takes advantage of the structural changes happening in the industry in advance of the implementation of RDR.

BUSINESS STRATEGY & ACTIVITIES

RECENT INITIATIVES &

GROWTH

FINANCIAL & BUSINESS

PERFORMANCE

BUSINESS DEVELOPMENT

STRATEGY

CURRENT PIPELINE OF INITIATIVES

(SELECTED)

Line of Business ReviewPrivate Client Financial Services

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MERCHANT CAPITALMERCHANT CAPITAL

Line of Business ReviewPrivate Client Financial Services – Structured Products Business Initiatives

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JANUARY 2010

APRIL 2010 Merchant Capital Takes on the “structured product investment book “ from Keydata

JULY 2010 Launch of FTSE100 income plan

JULY 2010 Launch of Emerging Markets Growth Plan

SEPTEMBER 2010 Launch of second Emerging Markets Kick-Out Plan

SEPTEMBER 2010 Launch of Second Annual Income Plan

JANUARY 2011 Launch of Agricultural Commodities Plan

JANUARY 2011 Launch of third Emerging markets Plan

FEBRUARY 2011 Launch of FTSE Accelerator Growth Plan

Formal Launch of Structured Investment Plan Management Business

FEBRUARY 2011 Launch of Second Agricultural Commodities Plan

MARCH 2011 Launch of Agricultural Commodities Structured Deposit Plan

MERCHANT CAPITALMERCHANT CAPITAL

Line of Business ReviewInvestment Management Services

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BUSINESS STRATEGY & ACTIVITIES

RECENT INITIATIVES &

GROWTH

FINANCIAL & BUSINESS

PERFORMANCE

BUSINESS DEVELOPMENT

STRATEGY

CURRENT PIPELINE OF INITIATIVES

(SELECTED)

The division concentrates on the provision of investment management infrastructure solutionsto managers, institutions and proprietary trading teams. In addition, it provides intragroup fundproducts based on its specialist investment areas.

Merchant Funds Plc, now the leading independent UCITS platform with the current threefunds to be complemented by a further three in the next few months. Merchant Trading LLP,already the infrastructure solution to what is now one of the world’s leading FX trading teams;Optionfire and Enigma FX to come. In discussion for a €500mn fund solution for major UK banking group.

UCITS asset management now breaking even - should move into profit on launch of newfunds. Merchant Trading LLP significant contributor to 2010. Non-UCITS solutions will addmeaningfully to profitability through 2011. Expect to end 2011 with $1bn in AUM and cashgenerative trading solutions.

Provide solutions to third-party UCITS platforms. Expand trading solutions into retail areas to significantly expand customer base. Launch companion funds to Merchant Gemini thatprovide corporate financing solutions.

Optionfire, a retail binary options platform. Enigma FX, an algorithmic trading solution for bothinternal funds and third-party ‘retail’ traders. Current negotiations with 5/6 managers tolaunch UCITS funds. Expansion of investment solution to institutions (a UK bank and Ignis)

MERCHANT CAPITAL MERCHANT CAPITAL

Line of Business ReviewInvestment Management Services – UCITS Platform Initiatives

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Launch of Merchant Funds Plc and first fund

Launch of Merchant Galaxy China Absolute Return UCITS Fund

Launch of Merchant Global Resources UCITS Fund

Report that Merchant Funds Plc was largest independent UCITS platform

Successful cut over to HSBC Group as Custodian/Administrator for Merchant Funds Plc

Establishment of Merchant Gemini Turnaround Fund ICC

Successful proposal for €500mn fund solution for major UK bank

Launch of Optionfire.com

Launch of proprietary trading infrastructure solutionSEPTEMBER 2009

JANUARY 2010

NOVEMBER 2010

NOVEMBER 2010

JANUARY 2011

MARCH 2011

APRIL 2011

APRIL 2011

MAY 2011

MERCHANT CAPITALMERCHANT CAPITAL