Magellan Financial : Employee Options Issue

31 March 2022

ASX Limited

ASX Market Announcements Office Exchange Centre

20 Bridge Street SYDNEY NSW 2000

Magellan Financial Group Limited Employee Option Issue

Magellan Financial Group Limited ("Magellan") has today lodged a prospectus with ASIC in respect of a proposed issue of up to 10 million options to Magellan employees (the "Employee Option Issue").

Full details of the Employee Option Issue are available in the prospectus which has been provided as an appendix to this announcement.

About Magellan

Magellan Financial Group is a specialist funds management business established in 2006 and based in Sydney, Australia. Magellan's core operating subsidiary, Magellan Asset Management Limited, manages approximately $69.1 billion of funds under management at 11 March 2022 across its global equities, global listed infrastructure and Australian equities strategies for retail, high net worth and institutional investors and employs approximately 140 staff globally. Magellan is listed on the Australian Securities Exchange (ASX Code: MFG). Further information can be obtained fromwww.magellangroup.com.au.

For further information, please contact:

Magellan Financial Group Limited:

Craig Wright	Marcia Venegas	Lucy Briggs
Investor Relations	Company Secretary	Media Relations
[phone]	[phone]	[phone]

ACN 108 437 592

Employee Options Prospectus

For the offer of up to 10,000,000 Opons to Eligible Employees under the Plan.

Important informaon:

This Prospectus under secon 713 of the Corporaons Act contains important informaon for you as an Eligible Employee and requires your immediate aenon. It should be read in its enrety. This Prospectus does not take into account the individual investment objecves, financial situaon or parcular needs of an Eligible Employee. If you have any quesons as to its contents or the course of acon you should follow, please consult your legal, financial or other professional adviser immediately.

Not for release to US wire services or distribuon in the United States.

Table of Contents

• 1. Important Notice .......................................................................................................... 3

• 2. Letter from the Chairman ............................................................................................ 5

• 3. Important Dates ............................................................................................................ 6

• 4. Offer Overview ............................................................................................................. 7

• 5. Overview of the Company ......................................................................................... 13

• 6. Risk Factors ............................................................................................................... 16

• 7. Terms of Offer ............................................................................................................ 22

• 8. Effect of the Offer ....................................................................................................... 31

• 9. Additional Information ............................................................................................... 33

• 10. Definitions and Interpretation ................................................................................... 40

• 11. Corporate Directory ................................................................................................... 44

1. Important Notice

Lodgement and listing

This Prospectus is dated 31 March 2022 and was lodged with the Australian Securities & Investments Commission ('ASIC') on that date. Neither ASIC, Australian Securities Exchange ('ASX') nor their respective officers take responsibility for the contents of this Prospectus or the merits of the investment to which it relates. This Prospectus expires on the date which is 13 months after the date of this Prospectus and no Options will be issued on the basis of this Prospectus after that date.

This Prospectus is issued by Magellan Financial Group Ltd ACN 108 437 592 ('Company'). This Prospectus is a transaction-specific prospectus for an issue of Options to acquire continuously quoted securities (as defined in the Corporations Act). The content of this Prospectus has been prepared in accordance with section 713 of the Corporations Act and does not contain the same level of disclosure as an initial public offering prospectus and may not contain, by itself, all information relevant to a decision to invest in the Company. In preparing this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that ASX maintains a database of publicly disclosed information about the Company and certain matters may reasonably be expected to be known to Eligible Employees and their professional advisers whom Eligible Employees may consult.

This Offer is only open to those Employees who have received an Plan Offer Letter (each an Eligible Employee). Eligible Employees should read this document in its entirety and, if in doubt, should consult their professional advisers. After reading this Prospectus, Eligible Employees with queries regarding the procedures relating to the Offer can contact Human Resources [e-mail].

Not investment or financial product advice

The information provided in this Prospectus is not investment, financial product, legal, taxation or other advice and has been prepared without taking into account your particular objectives, financial situation or needs (including tax issues) as an investor. The Company does not provide financial product advice in respect of its securities or any other financial products and is not licensed to do so.

You should carefully read the whole of this Prospectus and consider all of the risk factors that could affect the performance of the Options or underlying Shares or the Company in light of your own particular objectives, financial situation and needs before deciding whether to exercise the Options. If you have any questions, you should contact your legal, financial or other professional adviser for advice. Some of the risk factors that you should consider are set out in section 6 of this Prospectus. There may be additional risk factors in addition to these that should be considered in light of your personal circumstances.

This Prospectus is only relevant for Eligible Employees with respect to the Options and should not be used for any other purpose.

No representations other than this Prospectus

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. You should rely only on information in this Prospectus. Any information or representation that is not in this Prospectus may not be relied on as having been authorised by the Company in connection with the Offer. The Company's business, financial condition, results of operations and prospects may have changed since the date of this Prospectus.

Restrictions on distribution

This Prospectus does not constitute an offer, invitation or issue in any place in which, or to any person to whom, it would not be lawful to make such offer, invitation or issue. No action has been taken to register or qualify the Options in any jurisdictions outside Australia. The distribution of this Prospectusin jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Prospectus may not be distributed in the United States. The Options have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Options may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

Forward looking statements

Certain statements in this Prospectus relate to the future. These forward looking statements which are identified by words such as "may", "could", "believes", "estimates", "expects", "intends" and other similar words involve known and unknown risks, uncertainties, assumptions and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such statements. Such forward looking statements are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future that are subject to change without notice and involve known and unknown risks and uncertainties and other factors that are beyond the control of the Company, its directors and management including any further impacts of COVID-19 on the Company's continued trading and operations.

These forward looking statements are not guarantees of future performance. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward looking statements include, among others, the risk factors described in this Prospectus in section 6, and other unknown risks and uncertainties, many of which are beyond the control of the Company. Forward looking statements should, therefore, be construed in light of such risk factors and reliance should not be placed on forward looking statements. Deviations as to future conduct, results, performance and achievements are both normal and to be expected. Unless otherwise indicated forward looking statements relate to the beliefs, expectations or intentions of the Company (and no other person) as at the date of this Prospectus.

Disclaimer

None of the Company, its directors or any other person connected with the Offer makes any representation or gives any assurance or guarantee that the Exercise Price of the Options will be equal to or less than the price of the Shares during the period between the date of issue of the Options and the Expiry Date.

Electronic Prospectus and availability of Prospectus

The Offer will be administered by the Company's Share Registrar, Boardroom Pty Limited through its online EmployeeServe portal atwww.employeeserve.com.au. This Prospectus may be viewed online by logging into your EmployeeServe account. Persons who access the electronic version of this Prospectus should ensure they download and read the entire Prospectus.

A paper copy of this Prospectus will be available free of charge until the expiry of this Prospectus by contacting Human Resources [e-mail].

Privacy

Please read the privacy information located in section 9.11 of this Prospectus. By submitting an Acceptance Form and, if applicable, an Option Exercise Form you consent to the matters outlined in that section.

Defined terms and glossary

Certain abbreviations and other defined terms used throughout this Prospectus have defined meanings which are set out in section 10 of this Prospectus.