Letter to Shareholders and Director Representation

12 June 2012

PLUS Markets Group plc

(the "Company")

Letter to Shareholders and Director Representation

Further to the announcement of 6 June 2012, the Company yesterday sent a letter to shareholders from the Company's senior independent non executive director (the "Letter").

The Letter contains a recommendation from the board of directors to vote AGAINST the additional resolutions proposed at the Company's forthcoming annual general meeting to be held on 29 June 2012 in respect to the removal of Mr Basing and Mr Théret, as well as representations from Mr Basing and Mr Théret as is their right under section 169 of the Companies Act 2006.

Extracts from the Letter are set out below and full copies of the Letter and written representations will be available for download from the Company's website at www.plusmarketsgroup.com.

For further information, please contact:

PLUS Markets Group plc +44 20 7429 7800

N+1 Brewin (Nominated Adviser and Broker) +44 20 3201 3710

Robert Beenstock / Aubrey Powell / Alex Wright

Wyvern Partners Limited +44 20 7355 9857

Anthony Gahan

Merlin +44 20 7726 8400

Paul Downes / Toby Bates / Del Jones

Extracts from the Letter:

Letter from the Senior Independent Director

Dear Shareholder

Annual General Meeting, 29 June 2012 - Director Representations

The Company wrote to you on 5 June 2012 for the purpose of sending an amended Notice of Annual General Meeting ("AGM"), following its receipt of valid notices under sections 338 and 314 of the Companies Act 2006 (the "Act"). Pursuant to those notices members holding more than 5% of the total voting rights in the Company: (i) sought to propose resolutions at the AGM for the removal of the Company's Interim Chairman, Malcolm Basing, and its CEO, Cyril Théret, as Directors of the Company; and (ii) required statements submitted to the Company in relation to those resolutions to be circulated with the Notice of AGM.

In fulfilment of the Company's obligations under the Act, the resolutions duly proposed for the removal of Mr Basing and Mr Théret were added to the amended Notice of AGM as resolutions 1 and 2 and will be put to the AGM on 29 June 2012 for members to vote upon as ordinary resolutions of the Company.

Mr Basing and Mr Théret now wish to exercise their rights under section 169 of the Act to make written representations in protest against their proposed removal. The representations from Mr Basing and Mr Théret are fully supported by the other members of the Board and can be found overleaf on page 2.

The Board strongly recommends that you vote AGAINST the resolutions for the removal of Mr Basing and Mr Théret (resolutions 1 and 2) at the forthcoming AGM of the Company.

Yours sincerely

Nicholas Smith

Senior Independent Director

Director Representations under s169 of the Companies Act 2006

Statement from Mr Basing

I was appointed as Interim Chairman on 10 November 2011, following the decision of the previous Chairman, Giles Vardey, to step down for personal reasons.

The Group initiated a search for a new permanent Chairman; however, in January the Board, at the suggestion of the Amara Dhari Investments Limited nominee, requested that I remain as Interim Chairman until a partner and/or purchaser was sought to secure the ongoing financial position of the Company. The FSA, our regulator, raised no objection to my appointment.

The Board announced on 3 February 2012 that it had decided to appoint additional specialist advisers and commence a Formal Sale process, which I have overseen in conjunction with these advisers. Throughout my short tenure as Chairman, I have been fully supported by the Board.

Malcolm Basing, Chairman

Statement from Mr Théret

Following my appointment as CEO in February 2010, the Group implemented a clear strategy of cost reduction to achieve a stable base from which to drive stakeholder value. During 2011 the Group focused on growing existing, and seeking new, lines of revenues. Our strategy has been to transform all operational units of the Group into revenue generating business units, whilst continuing to operate our core small and mid cap market.

We attempted to deliver this strategy in very difficult circumstances, being both loss making and highly regulated in a publicly quoted environment. Sadly, we have not been able to realise fully a successful turnaround and achieve these new revenue streams in sufficient time to avoid having to take the decisions as outlined by the Chairman above.

In light of the current uncertainty facing the Company, and the likely need to wind down all or part of the Group in an orderly fashion, it is the Board's view that continuity in the leadership and executive management of the Company is imperative. I am therefore seeking to continue to fulfil my fiduciary duties by overseeing the closure of the Group and distributing any residual value to shareholders.

Cyril Théret, Chief Executive Officer