Mattioli Woods plc. ( Mattioli Woods, the Company or the Group ) Interim results

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain. Mattioli Woods plc 7 February 2017 ( Mattioli Woods, the Company or the Group ) Interim results Mattioli Woods plc (AIM: MTW.L), the specialist wealth management and employee benefits business, today reports its interim results for the six months ended ember. Financial highlights Revenue up 22.1% to 24.3m (1H16: 19.9m) Recurring revenues represent 84.3% (1H16: 81.6%) Adjusted EBITDA 1 up 20.9% to 5.2m (1H16: 4.3m): Adjusted EBITDA margin of 21.4% (1H16: 21.7%) Adjusted EPS 2 up 15.9% to 16.8p (1H16: 14.5p) EBITDA up 22.5% to 4.9m (1H16: 4.0m): EBITDA margin of 20.2% (1H16: 20.1%) Basic EPS up 24.5% to 11.7p (1H16: 9.4p) Interim dividend up 22.1% to 4.7p (1H16: 3.85p) Strong financial position, with net cash of 22.6m (1H16: 22.6m) Operational highlights and recent developments Total client assets up 14.4% to 7.56bn (31 May : 6.61bn): Gross discretionary AuM up 17.1% to 1.37bn (31 May : 1.17bn) 44.6m of new equity raised by Custodian REIT 1 Earnings before interest, taxation, depreciation, amortisation, impairment and acquisition-related costs. 2 Before acquisition related costs, amortisation and impairment of acquired intangibles, and notional finance income and charges. 1

Net organic revenue growth 3 of 2.5m (14.2%) (1H16: 1.2m, 7.4%) Acquisition of MC Trustees in September New Manchester office opened in November Appointments of Chief Investment Officer and Head of Risk Management and Compliance Over 60m now invested in Mattioli Woods Structured Products Fund Purchase of 49% of Amati in February 2017, with option to acquire remaining 51% Commenting on the interim results, Ian Mattioli MBE, Chief Executive Officer, said: We are delighted to report another period of strong growth in the first half of this financial year. We grew revenue by 22.1%, with our clients desire for a better understanding of their financial position and the continued development of our wealth management proposition driving strong new business flows. This, combined with acquisitions completed in the current and prior financial years, increased total client assets under management, administration and advice to over 7.5bn at the period end. Gross discretionary assets under management increased by 17.1% to 1.37bn, with a net increase of 0.11bn in funds managed by our discretionary portfolio management service. Custodian REIT, the UK real estate investment trust managed by our subsidiary Custodian Capital, raised a further 44.6m of new monies in the period. We also launched the Mattioli Woods Structured Products Fund in November, which has generated significant client interest, raising over 60m of new monies to date. We have seen a sustained demand for advice in our pension business as more people look to take advantage of pension freedoms and we were pleased to announce the acquisition of MC Trustees in September last year, which is an excellent fit with our existing pension business and provides trustee and administration services to over 1,500 SIPP and SSAS schemes. Acquisitions continue to be a core part of our growth strategy and our purchase of 49% of Amati, announced today, represents an exciting extension to our existing asset management business and is another important step forward for Mattioli Woods, which I believe will significantly enhance the Group s fund management expertise. We are proud of the strong shareholder returns we have delivered and remain committed to growing the dividend, while maintaining an appropriate level of dividend cover. The Group s strong performance during the first half has allowed the Board to recommend the payment of an increased interim dividend, up 22.1% to 4.7 pence per share. Delivering great client outcomes remains at the heart of everything we do. Our focus is on ensuring the Group continues to address our clients changing needs and we continue to broaden our proposition through innovative product development and by acquisition. We believe our vertically-integrated models 3 Excluding acquisitions completed in the current and prior financial years.

for wealth management and employee benefits, blending our capabilities as trusted adviser, administrator, product provider and asset manager, allow us to deliver improved and sustainable client outcomes, which will enable the Group to secure further profitable growth. For further information please contact: Mattioli Woods plc Ian Mattioli MBE, Chief Executive Officer Nathan Imlach, Chief Financial Officer Tel: +44 (0) 116 240 8700 www.mattioliwoods.com Canaccord Genuity Limited Sunil Duggal, Investment Banking Tel: +44 (0) 20 7523 8000 Andrew Buchanan, Corporate Broking Kit Stephenson, Corporate Broking www.canaccordgenuity.com Media enquiries: Camarco Ed Gascoigne-Pees Tel: +44 (0) 20 3757 4984 www.camarco.com Analyst presentation There will be an analyst presentation to discuss the results at 09:30am today at Canaccord Genuity Limited, 88 Wood Street, London, EC2V 7QR. Those analysts wishing to attend are asked to contact Ed Gascoigne-Pees at Camarco on +44 (0) 20 3757 4984 or at ed.gascoigne-pees@camarco.co.uk.

Interim business review We are delighted to report another period of strong growth, with revenue for the six months ended ember up 22.1% to 24.3m (1H16: 19.9m). We continue to focus on delivering great outcomes for our clients, with one of our key aims being to reduce our clients total expense ratios ( TERs ) while maintaining our target profit margin. Sustained demand for advice, driven by our clients desire for a better understanding of their financial position, and the continued development of our wealth management proposition have driven strong new business flows, which together with acquisitions completed in the current and prior financial years increased total client assets under management, administration and advice by 14.4% to 7.56bn (31 May : 6.61bn) at the period end. Discretionary management and the provision of bespoke investment advice sit at the heart of our investment proposition. Gross discretionary assets under management increased by 17.1% to 1.37bn (31 May : 1.17bn), with a net increase of 0.11bn in funds managed by our discretionary portfolio management service. We have also seen strong demand for the bespoke investment opportunities the Group has developed, including our Private Investors Club and Custodian REIT plc ( Custodian REIT ), the UK real estate investment trust managed by our subsidiary Custodian Capital Limited ( Custodian Capital ), which raised 44.6m of new monies during the period. We launched the Mattioli Woods Structured Products Fund in November, which has generated significant client interest and raised over 60m to date. The new fund has been designed around our core objective of delivering sustainable long-term returns to clients while lowering their costs and offers investors the benefits of collateralisation, instant diversification, continuous availability and liquidity. The Group charges annual fees based on the value of the investment funds it manages, enhancing the Group s recurring revenues 4, which represented 84.3% (1H16: 81.6%) of total revenue for the period. Acquisitions continue to be a core part of our growth strategy, with the five businesses acquired in the prior year integrating well, increasing earnings and enhancing value. In September we were delighted to announce the acquisition of Old Station Road Holdings Limited and its subsidiaries (together MC Trustees ), which is an excellent fit with our existing pension business and provides trustee and administration services to over 1,500 SIPP and SSAS schemes. The purchase of 49% of Amati Global Investors Limited ( Amati ), which we announced today, is an exciting extension to our existing asset management business. Mattioli Woods has the option to acquire the remaining 51% of Amati in the two years commencing 6 February 2019 for a mixture of cash and Mattioli Woods ordinary shares. Amati is an award-winning specialist fund management business based in Edinburgh, focusing on UK small and mid-sized companies. Amati manages 120m of funds, including 4 Annual pension consultancy and administration fees; adviser charges; level and renewal commissions; banking income; property and discretionary portfolio management charges.

an open-ended investment company (the TB Amati UK Smaller Companies Fund); two AIM Venture Capital Trusts (Amati VCT and Amati VCT 2); and an AIM IHT portfolio service. We believe further consolidation within our core markets remains likely and our strong balance sheet gives us the flexibility to make further value-enhancing acquisitions. Our achievements have been recognised with a number of industry awards for individual and corporate achievements nationally and locally, including being named Best Wealth Management Adviser at the Money Marketing Awards in June, as well as being highly commended as Best Investment Adviser. Market Our aim is to provide the highest levels of personal service to our clients, who include controlling directors, professionals, executives, employees, owner-managed businesses, small to medium-sized enterprises and PLCs. In recent years, we have seen a period of unprecedented change in legislation, regulation and customer needs as the potential market for our services continues to grow, with there now estimated to be a record five million Britons paying higher or additional rate income tax 5. In November the Financial Conduct Authority ( FCA ) published its proposals to investigate the market for the provision of investment advisory services to institutional investors and employers, with the Government and FCA having published a joint report on the financial advice market for consumers in March. We believe these may lead to further regulatory or legislative pressure to reduce the cost to consumers. We expect regulatory and market concerns over pricing to further validate our vertically-integrated model, where seeking operational efficiencies in administration and reducing investment management costs are key elements of our drive to reduce our clients TERs, while maintaining fair and sustainable profit margins for our shareholders. Mattioli Woods expanding capabilities as adviser, administrator, product provider and asset manager, position us well to secure further profitable growth. Assets under management, administration and advice Total client assets under management, administration and advice increased by 14.4% to 7.56bn (31 May : 6.61bn) as follows: 5 Source: HM Revenue & Customs UK Income Tax Liabilities Statistics, -17 projections

Assets under management, administration and advice 6 SIPP and SSAS 7 m Employee benefits m Personal and other assets m Total m At 1 June 3,996.1 1,158.2 1,451.6 6,605.9 Acquisition of MC Trustees 8 442.2 - - 442.2 Net inflow, including market movements 347.9 85.0 77.8 510.7 At ember 4,786.2 1,243.2 1,529.4 7,558.8 Client assets attributable to MC Trustees were 442.2m at the period end, with net organic growth in total assets under management, administration and advice of 510.7m during the period, analysed as follows: A 347.9m increase in SIPP and SSAS funds under trusteeship, with net organic growth of 3.6% in the number of schemes being administered at the period end, comprising a 5.6% increase in the number of direct 9 schemes and 2.3% increase in the number of schemes the Group operates on an administration-only basis (excluding the MC Trustees acquisition). In recent years, we have been appointed to operate or wind-up a number of distressed SIPP portfolios following the failure of the previous operator, with lost schemes including the transfer of members of these distressed portfolios to alternative arrangements; A 85.0m increase in the value of assets held in those corporate pension schemes advised by our employee benefits business, although revenues in our employee benefits business are not linked to the value of client assets in the way certain of our wealth management revenue streams are; and A 77.8m increase in personal and other assets under management and advice, with 179 new personal clients won during the period. Trading results We delivered strong organic revenue growth of 14.2 10 % (1H16: 7.4%), with organic growth in the equivalent period last year adversely impacted by expected cuts in banking margin. This organic growth was supplemented by 0.4m of revenue from MC Trustees, plus a full six months revenue of 3.4m (1H16: 1.9m) from the five businesses acquired in the previous financial year. As a result of the strong revenue growth during the period, adjusted EBITDA 11 increased 20.9% to 5.2m (1H16: 4.3m), with adjusted EBITDA margin of 21.4% (1H16: 21.7%). Adjusted EPS 12 increased 15.9% 6 Certain pension scheme assets, including clients own commercial properties, are only subject to a statutory valuation at a benefit crystallisation event. 7 Value of funds under trusteeship in SIPP and SSAS schemes administered by Mattioli Woods and its subsidiaries. 8 Value at ember. 9 SIPP and SSAS schemes where the Group acts as pension consultant and administrator. 10 Net organic revenue growth 14.6% (1H16: 12.0%) excluding banking income and acquisitions in the current and prior financial years. 11 Earnings before interest, taxation, depreciation, amortisation, impairment and acquisition-related costs. 12 Before acquisition related costs, amortisation and impairment of acquired intangibles, and notional finance income and charges.

to 16.8p (1H16: 14.5p), while basic EPS was up 24.5% to 11.7p (1H16: 9.4p), with growth in operating profits stated after 0.3m (1H16: 0.3m) of acquisition-related costs and 0.1m (1H16: 0.2m) of notional finance charges on the unwinding of discounts on long term provisions. The effective rate of taxation was 17.4% (1H16: 18.0%), due to the reversal of deferred tax liabilities on acquired intangibles following further cuts in the UK corporation tax rate. Investment and asset management Investment and asset management revenues generated from advising clients on both pension and personal investments increased 30.4% to 10.3m (1H16: 7.9m). Income from both initial and ongoing portfolio management charges increased to 5.1m (1H16: 4.1m), as the value of clients assets in discretionary portfolios increased 12.5% to 0.99bn (1H16: 0.88bn). The Group s gross discretionary assets under management, including Custodian REIT, the Thoroughbred OEIC and the Mattioli Woods Structured Products Fund totalled 1.37bn (1H16: 1.08bn) at the period end. Adviser charges based on the value of assets under advice were 5.2m (1H16: 3.8m). The growth in funds under management and advice continues to enhance the quality of earnings through an increase in recurring revenues, with the proportion of investment and asset management revenues which are recurring increasing to 81.3% (1H16: 80.9%). As with other firms, these income streams are linked to the value of funds under management and advice, and are therefore affected by the performance of financial markets. Pension consultancy and administration Pension consultancy and administration revenues were up 16.9% to 9.0m (1H16: 7.7m), with an increase in fees driven by the total number of SIPP and SSAS schemes administered by the Group increasing to 9,764 (1H16: 7,444). Direct 13 pension consultancy and administration fees were up 18.6% to 7.0m (1H16: 5.9m), with sustained demand for advice as more people look to take advantage of pension freedoms. Retirement planning is often central to our clients wealth management strategies and the number of direct schemes increased to 4,857 (1H16: 4,284), with 347 new schemes gained in the first half (1H16: 295), continuing the momentum of new business wins seen in the prior year. Our focus remains on the quality of new business, with an average new scheme value of 0.4m (1H16: 0.4m). We also maintained strong client retention, with an external loss rate 14 of 1.1% (1H16: 1.1%) and an overall attrition rate 15 of 1.4% (1H16: 2.2%). 13 SIPP and SSAS schemes where Mattioli Woods acts as pension consultant and administrator. 14 Direct schemes lost to an alternative provider as a percentage of average scheme numbers during the period. 15 Direct schemes lost as a result of death, annuity purchase, external transfer or cancellation as a percentage of average scheme numbers during the period.

The number of SSAS and SIPP schemes the Group operates on an administration-only basis increased to 4,907 (1H16: 3,160) at the period end, with 1,557 administration-only schemes acquired as part of the MC Trustees portfolio. Overall, third party administration fees increased 18.8% to 1.9m (1H16: 1.6m). The Group s banking revenue fell 50% to 0.1m (1H16: 0.2m), following the further cut in the Bank of England base rate to a historic low of 0.25% in August, eliminating the small banking margin we had retained until then. Property management Property management revenues increased 41.2% to 2.4m (1H16: 1.7m), with our subsidiary Custodian Capital managing a portfolio of over 400m of property investments, which had a net asset value of 378.4m (1H16: 322.4m) at the period end. The majority of our property management revenues are derived from the services provided by Custodian Capital to Custodian REIT, which now has a market capitalisation of circa 350m and offers one of the highest yields 16 among its UK property investment company peer group, coupled with the potential for capital growth from a balanced portfolio of real estate assets. In addition, Custodian Capital continues to facilitate direct property ownership on behalf of pension schemes and private clients and also manages our Private Investors Club, which offers alternative investment opportunities to suitable clients by way of private investor syndicates. This initiative continues to be well supported, with 13.6m (1H16: 5.6m) invested in the four (1H16: three) new syndicates completed during the period. Employee benefits Employee benefits revenues were 2.6m (1H16: 2.6m), with the market still adjusting following the abolition of provider commissions in April. The majority of our corporate clients moved to a feebased proposition last year, which was well-received and led to an increase in recurring revenues, with 77.6% (1H16: 78.5%) of employee benefits revenues now recurring (1H15: 61.4%). We continue to seek opportunities to enhance our revenues from pension and non-pension related areas. At a time when the employee benefits market is going through extensive transition, we are growing our consultancy team to capitalise on the extensive opportunities we believe the Government s emphasis on workplace advice presents for us to realise further synergies with our wealth management business. Cash flow Cash generated from operations increased to 2.2m or 44.9% of EBITDA (1H16: 1.7m or 41.3%). The cash conversion ratio improved following an increase in the Group s operating profit margin before 16 Source: Numis Securities Limited, Investment Companies Datasheet dated 3 February 2017.

changes in working capital and provisions to 24.3% (1H16: 23.6%), which was partially offset by a 3.7m (1H16: 3.0m) increase in the Group s working capital requirement as a result of strong organic revenue growth during the period. The increase in working capital requirement comprised a 2.0m (1H16: 1.3m) decrease in trade and other payables, a 1.6m (1H16: 1.8m) increase in trade and other receivables and a 0.1m decrease (1H16: 0.1m increase) in provisions. The fall in trade and other payables was primarily due to: The payment of 3.5m (1H16: 3.0m) of accrued staff bonuses, following a successful year ended 31 May in which results were ahead of target; A 0.4m fall in trade creditors following the payment of invoices outstanding at the end of the previous financial year; and The payment of social security and other taxes outstanding at the prior year end. Trade and other receivables increased as a consequence of the strong growth in our direct pension business (where fees are typically invoiced six months in arrears), with the higher value of clients assets under management and advice increasing accrued income in our investment and asset management business. Net cash at ember was 22.6m (1H16: 22.6m), after cash outflows of 3.8m (1H16: 0.5m) on capital expenditure, 2.3m (1H16: nil) of contingent consideration on historic acquisitions and net initial consideration of 1.2m (1H16: 2.9m) on acquisitions during the period. Capital expenditure was in line with expected spend, with 3.0m of initial stage payments made on the development of the Group s new offices in Leicester, plus 0.5m of further investment in computer hardware and software as we continue to develop our IT platform. The first phase of our new customer relationship management system went live in September and this is expected to realise operational efficiencies and enable further integration across the Group. EBITDA increased 22.5% to 4.9m (1H16: 4.0m), with first half EBITDA margin improving slightly to 20.2% (1H16: 20.1%). Profit before tax was up 28.6% to 3.6m (1H16: 2.8m) and we believe we have the strategy to deliver further revenue and profit growth for the full year. Our people We continue our transition from small to big, retaining our core principles as a business built on the integrity and expertise of our people. Our total headcount at ember had increased to 571 (1H16: 423) and we continue to invest in our graduate recruitment programme, with eight (1H16: eight) new graduates and 13 (1H16: nine) apprentices joining the Group during the period. We continue to expand our consultancy and technical teams to take advantage of new business opportunities, with the number of consultants having increased to 102 (1H16: 100) at the period end.

With continued growth in our investment and asset management business, and to support our growth ambitions, we have strengthened our senior management team through the appointments of Simon Gibson as the Group s Chief Investment Officer and Gareth Green as Head of Risk Management and Compliance. Simon is a well-respected fund manager with over 30 years investing experience, while Gareth brings more than 20 years experience of compliance, internal audit and operations assurance roles within the financial services sector. We also welcomed 26 employees to the Group as part of the MC Trustees acquisition completed during the period. As an Investors in People company we are committed to developing our people and building the capacity to deliver sustainable growth. Recent expansion has seen us move into larger premises in London and open a new office in Manchester, strengthening Mattioli Woods position in the North West following the acquisition of Preston-based financial advisory firm, Taylor Paterson, last year. Construction on our new central Leicester office, which will provide our staff with a modern working environment and capacity for further growth, remains scheduled to complete around the end of this calendar year. We enjoy a strong team spirit and facilitate employee equity ownership through the Mattioli Woods plc Share Incentive Plan ( the Plan ) and other share schemes. At the end of the period 56% of eligible staff invested in the Plan (1H16: 63%) and we will continue to encourage broader staff participation. We are very proud that Bob Woods and Ian Mattioli were recognised through the award of MBEs in the Queen s New Year s Honours list. Mattioli Woods achievements over the last 25 years are the result of a fantastic team effort in which all our people have played a part and we would like to thank all our staff for their continued commitment, enthusiasm and professionalism in dealing with our clients affairs. Dividend The Board is pleased to recommend the payment of an increased interim dividend, up 22.1% to 4.7 pence per share (1H16: 3.85 pence). The Board remains committed to growing the dividend, while maintaining an appropriate level of dividend cover. The interim dividend will be paid on 31 March 2017 to shareholders on the register at the close of business on 17 February 2017. Acquisitions We have invested 46m since our admission to AIM in 2005 in bringing 20 businesses or client portfolios into the Group, developing considerable expertise and a strong track record in the execution and subsequent integration of such transactions. With increasing complexity and continuing consolidation across the key markets in which we operate, we are confident there will be further opportunities to accelerate our strong organic growth by acquisition.

In September, we were pleased to acquire MC Trustees, bringing additional scale and expertise to our pension administration business. MC Trustees is a great fit culturally and strategically, serving a similar client base to the Group s existing business, while complementing our existing operations in the East Midlands. The Group s strategic investment in Amati announced today brings a new dimension to our asset management business, which we expect to deliver significant synergies for each business. Strategy Vertical integration gives us the ability to reduce clients TERs while maintaining margin. We remain focused on the pursuit of strong organic growth, supplemented by strategic acquisitions that enhance value and broaden or deepen our expertise and services. Our distribution channels include our consultancy team, a nationwide network of professional introducers and, increasingly, our workplace financial education programmes. Our ambition is to become an even stronger force in the UK financial services sector and as part of our strategy to promote the Group we announced a three-year deal with rugby giants Leicester Tigers in July, giving national coverage and strengthening our brand awareness. Outlook Delivering great client outcomes remains at the heart of everything we do. Our focus is on ensuring the Group continues to address our clients changing needs and we continue to broaden our proposition through innovative product development and by acquisition. We believe our vertically-integrated models for wealth management and employee benefits, blending our capabilities as trusted adviser, administrator, product provider and asset manager, allow us to deliver improved and sustainable client outcomes, which will enable the Group to secure further profitable growth. Joanne Lake Non-Executive Chairman Ian Mattioli MBE Chief Executive Officer 6 February 2017

Independent review report to Mattioli Woods plc Introduction We have been engaged by the Company to review the condensed set of financial statements in the interim financial report for the six months ended ember which comprises the condensed consolidated statement of comprehensive income, condensed consolidated statement of financial position, condensed consolidated statement of changes in equity, condensed consolidated statement of cash flows and associated notes. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements. This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information performed by the Independent Auditor of the Entity issued by the Auditing Practices Board. Our review work has been undertaken so that we might state to the Company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed. Directors responsibilities The interim financial report, is the responsibility of, and has been approved by the Directors. The Directors are responsible for preparing and presenting the interim financial report in accordance with the AIM Rules of the London Stock Exchange. As disclosed in Note 2, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards and International Financial Reporting Interpretations Committee pronouncements as adopted by the European Union. The condensed set of financial statements included in this interim financial report has been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting as adopted by the European Union. Our responsibility Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the interim financial report based on our review.

Scope of review We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the six months ended ember is not prepared, in all material respects, in accordance with International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union and the AIM Rules of the London Stock Exchange. RSM UK Audit LLP Chartered Accountants 25 Farringdon Street London EC4A 4AB 6 February 2017

Interim condensed consolidated statement of comprehensive income For the six months ended ember Unaudited Six months ended Unaudited Six months ended 2015 Audited Year ended 31 May Note Revenue 6 24,286 19,895 42,950 Employee benefits expense (13,880) (11,736) (24,552) Other administrative expenses (4,501) (3,458) (7,807) Share based payments 11 (932) (653) (1,594) Amortisation and impairment (971) (892) (1,816) Depreciation (270) (197) (497) Loss on disposal of property, plant and (44) (18) (56) equipment Operating profit before financing 3,688 2,941 6,628 Finance revenue 31 22 122 Finance costs (137) (146) (459) Net finance (cost) (106) (124) (337) Profit before tax 3,582 2,817 6,291 Income tax expense 9 (625) (506) (1,046) Profit for the period 2,957 2,311 5,245 Other comprehensive income for the period, net of tax Total comprehensive income for the period, net of tax - - - 2,957 2,311 5,245 Attributable to: Equity holders of the parent 2,957 2,311 5,245 Earnings per ordinary share: Basic (pence) 7 11.7 9.4 21.1 Adjusted (pence) 7 16.8 14.5 30.9 Diluted (pence) 7 11.6 9.4 21.0 Proposed dividend per share (pence) 8 4.7 3.85 12.5 The operating profit before financing for each period arises from the Group s continuing operations.

Interim condensed consolidated statement of financial position As at ember Registered number: 3140521 Unaudited Unaudited Audited 2015 31 May Note Assets Property, plant and equipment 5,907 1,620 1,997 Intangible assets 5 45,137 43,213 43,410 Deferred tax asset 9 965 501 737 Total non-current assets 52,009 45,334 46,144 Trade and other receivables 15,756 15,932 13,495 Investments 79 63 79 Cash and short-term deposits 22,649 22,639 29,809 Total current assets 38,484 38,634 43,383 Total assets 90,493 83,968 89,527 Equity Issued capital 253 250 252 Share premium 28,114 27,186 27,765 Merger reserve 8,781 8,531 8,531 Equity share based payments 2,173 1,151 1,642 Capital redemption reserve 2,000 2,000 2,000 Retained earnings 26,240 23,342 25,391 Total equity attributable to equity holders of the parent 67,561 62,460 65,581 Non-current liabilities Deferred tax liability 9 3,684 3,928 3,724 Financial liabilities and provisions 13 3,475 6,125 5,738 Total non-current liabilities 7,159 10,053 9,462 Current liabilities Trade and other payables 9,565 7,089 10,047 Income tax payable 9 1,382 1,119 1,083 Financial liabilities and provisions 13 4,826 3,247 3,354 Total current liabilities 15,773 11,455 14,484 Total liabilities 22,932 21,508 23,946 Total equities and liabilities 90,493 83,968 89,527

Interim condensed consolidated statement of changes in equity For the six months ended ember Note Issued capital Share premium Merger reserve Equity share based payments Capital redemption reserve Retained earnings Total equity As at 1 June 2015- Audited 204 8,689 4,838 997 2,000 22,739 39,467 Total comprehensive income for period Profit for the period - - - - - 2,311 2,311 Other comprehensive income - - - - - - - Total comprehensive income for period - - - - - 2,311 2,311 Transactions with owners of the Company, recognised directly in equity Issue of share capital 46 18,497 3,693 - - - 22,236 Share-based payment transactions 11 - - - 180 - - 180 Deferred tax asset derecognised in equity - - - (16) - - (16) Current tax taken to equity - - - 72 - - 72 Reserves transfer - - - (82) - 82 - Dividends 8 - - - - - (1,790) (1,790) As at ember 2015 - Unaudited 250 27,186 8,531 1,151 2,000 23,342 62,460 Total comprehensive income for period Profit for the period - - - - - 2,934 2,934 Other comprehensive income - - - - - - - Total comprehensive income for period - - - - - 2,934 2,934 Transactions with owners of the Company, recognised directly in equity Issue of share capital 2 579 - - - - 581 Share-based payment transactions 11 - - - 416 - - 416 Deferred tax asset recognised in equity - - - 77 - - 77 Current tax taken to equity - - - 77 - - 77 Dividends 8 - - - - - (964) (964) Reserves transfer - - - (79) - 79 - As at 31 May - Audited 252 27,765 8,531 1,642 2,000 25,391 65,581

Interim condensed consolidated statement of changes in equity (continued) For the six months ended ember Issued capital Share premium Merger reserve Equity share based payments Capital redemption reserve Retained earnings Total equity As at 1 June - Audited 252 27,765 8,531 1,642 2,000 25,391 65,581 Total comprehensive income for period Profit for the period - - - - - 2,957 2,957 Other comprehensive income - - - - - - - Total comprehensive income for period - - - - - 2,957 2,957 Transactions with owners of the Company, recognised directly in equity Issue of share capital 1 349 250 - - - 600 Share-based payment transactions 11 - - - 436 - - 436 Deferred tax asset recognised in equity - - - 50 - - 50 Current tax taken to equity - - - 124 - - 124 Reserves transfer - - - (79) - 79 - Dividends 8 - - - - - (2,187) (2,187) As at ember - Unaudited 253 28,114 8,781 2,173 2,000 26,240 67,561

Interim condensed consolidated statement of cash flows For the six months ended ember Unaudited Six months ended Unaudited Six months ended 2015 Audited Year ended 31 May Note Operating activities Profit for the period 2,957 2,311 5,245 Adjustments for: Depreciation 270 197 497 Amortisation and impairment 971 892 1,816 Gain on bargain purchase - - (105) Investment income (31) (22) (122) Interest expense 137 146 459 Loss on disposal of property, plant and equipment 44 18 56 Equity-settled share-based payments 11 539 293 838 Cash-settled share-based payments 11 393 360 756 Income tax expense 625 506 1,046 Cash flows from operating activities before 5,905 4,701 10,486 changes in working capital and provisions Increase in trade and other receivables (1,589) (1,817) (509) (Decrease)/increase in trade and other payables (1,977) (1,265) 1,619 (Decrease)/increase in provisions (97) 47 192 Cash generated from operations 2,242 1,666 11,788 Interest paid (2) - Income taxes paid (805) (677) (1,714) Net cash flows from operating activities 1,435 989 10,074 Investing activities Proceeds from sale of property, plant and equipment 40 32 75 Purchase of property, plant and equipment (3,547) (358) (1,115) Purchase of software (278) (167) (597) Consideration paid on acquisition of subsidiaries 4 (3,491) (5,965) (6,911) Consideration paid on acquisition of business - (199) (735) Cash received on acquisition of subsidiaries 4 172 3,217 3,217 Other investments - - (16) Interest received 31 22 122 Loans advanced to investment syndicates (541) (1,163) (2,188) Loan repayments from investment syndicates 75-2,158 Net cash from investing activities (7,539) (4,581) (5,990) Financing activities Proceeds from the issue of share capital 247 19,116 19,568 Payment of costs of share issue - (692) (693) Repayment of borrowings acquired in business 4 - (965) (965) combinations Proceeds of loans receivable acquired in business 4 884 - - combinations Repayment of Directors loans - (8) (1) Dividends paid 8 (2,187) (1,790) (2,754) Net cash from financing activities (1,056) 15,661 15,155 Net (decrease)/increase in cash and cash (7,160) 12,069 19,239 equivalents Cash and cash equivalents at start of period 29,809 10,570 10,570 Cash and cash equivalents at end of period 22,649 22,639 29,809

Notes to the interim condensed consolidated financial statements 1 Corporate information Mattioli Woods plc ( the Company ) is a public limited company incorporated and domiciled in England and Wales, whose shares are traded on the AIM market of the London Stock Exchange plc. The interim condensed consolidated financial statements comprise the Company and its subsidiaries ( the Group ). The interim condensed consolidated financial statements were authorised for issue in accordance with a resolution of the directors on 6 February 2017. The principal activities of the Group are described in Note 6. 2 Basis of preparation and accounting policies 2.1 Basis of preparation The interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group s financial statements for the year ended 31 May, which were prepared in accordance with International Financial Reporting Standards adopted by the International Accounting Standards Board ( IASB ) and interpretations issued by the International Financial Reporting Interpretations Committee ( IFRIC ) of the IASB (together IFRS ) as adopted by the European Union, and in accordance with the requirements of the Companies Act applicable to companies reporting under IFRS. The information relating to the six months ended ember and the six months ended ember 2015 is unaudited and does not constitute statutory financial statements within the meaning of section 434 of the Companies Act 2006. The Group s statutory financial statements for the year ended 31 May have been reported on by its auditor and delivered to the Registrar of Companies. The report of the auditor was unqualified and did not draw attention to any matters by way of emphasis, or contain a statement under section 498(2) or (3) of the Companies Act 2006. The interim condensed consolidated financial statements have been reviewed by the auditor and their report to the Board of Mattioli Woods plc is included within this interim report. 2.2 Significant accounting policies The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group s annual financial statements for the year ended 31 May. In August 2015 the Group announced plans to build a new central Leicester office on the site of the former Leicester City Council headquarters at New Walk.

Construction commenced in May, with the first costs of construction capitalised during the current period. The cost of property under construction is based on valuation of progress in the reporting period and includes any costs directly attributable to bringing the property to the condition necessary for it to become available for use. Depreciation will be provided on all property from the point at which the property is available for use at rates calculated to write each asset down to its estimated residual value over its expected useful life. Standards affecting the financial statements In the current period, there have been no new or revised standards and interpretations that have been adopted and have affected the amounts reported in these financial statements. Standards not affecting the financial statements The following new and revised standards and interpretations have been adopted in the current period: Standard or interpretation Periods commencing on or after Annual Improvements to IFRSs 2012-2014 Cycle 1 January IAS 1 Presentation of Financial Statements 1 January IAS 16 (amended) Property, Plant and Equipment 1 January IAS 27 (revised) Equity Method in Separate Financial Statements 1 January IAS 28 (amended) Investments in Associates and Joint Ventures 1 January IAS 38 (amended) Intangible Assets 1 January IFRS 10 (amended) Consolidated Financial Statements 1 January IFRS 11 (amended) Acquisitions of Interests in Joint Operations 1 January IFRS 12 (amended) Disclosures of Interests in Other Entities 1 January Their adoption has not had any significant impact on the amounts reported in these financial statements but may impact the accounting for future transactions and arrangements, or give rise to additional disclosures. Future new standards and interpretations A number of new standards and amendments to standards and interpretations will be effective for future annual and interim periods and, therefore, have not been applied in preparing these condensed consolidated interim financial statements. At the date of authorisation of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective:

Standard or interpretation Periods commencing on or after IFRS2 (amended) Classification and Measurement of Share-based Payments 1 January 2017 IAS7 (amended) Disclosure Initiative 1 January 2017 IAS12 (amended) Recognition of Deferred Tax Assets for Unrealised Losses 1 January 2017 IFRS 9 Financial Instruments 1 January 2018 IFRS 15 Revenue from Contracts with Customers 1 January 2018 IFRS 16 Leases 1 January 2019 IFRS 9 Financial Instruments, IFRS 15 Revenue from Contracts with Customers and IFRS 16 Leases are expected to have the most significant effect on the condensed consolidated interim financial statements and the consolidated financial statements of the Group. IFRS 16 Leases is not expected to become mandatory for periods commencing before 1 January 2019. The Group does not plan to adopt these standards early and the extent of their impact has not yet been fully determined. These standards have not yet been adopted by the EU. The amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures have not yet been endorsed by the EU. IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers are not expected to become mandatory for periods commencing before 1 January 2018. IFRS 9 Financial Instruments could change the classification and measurement of financial assets and the timing and extent of credit provisioning. IFRS 15 Revenue from Contracts with Customers could change how and when revenue is recognised from contracts with customers. IFRS 16 Leases eliminates the classification of leases as either operating leases or finance leases. The Group will be required to recognise all leases with a term of more than 12 months as a lease asset in its statement of financial position, together with a financial liability representing its obligation to make future lease payments. Other than to expand certain disclosures within the financial statements, the Directors do not expect the adoption of the other standards and interpretations listed above will have a material impact on the financial statements of the Group in future periods. Financial statements for the year ending 31 May 2017 The accounting policies adopted in the preparation of the interim condensed consolidated financial statements will be consistent with those to be followed in the preparation of the Group s annual financial statements for the year ending 31 May 2017, except for the adoption of new standards and interpretations not yet issued.

2.3 Basis of consolidation The interim condensed consolidated financial statements consolidate the financial statements of the Company and its subsidiary undertakings as at ember each year. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full. 2.4 Key sources of judgements and estimation uncertainty The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities. If in the future such estimates and assumptions, which are based on management s best judgement at the date of preparation of the financial statements, deviate from actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. The areas where a higher degree of judgement or complexity arises, or where assumptions and estimates are significant to the consolidated financial statements, are discussed below. Impairment of client portfolios The Group reviews whether acquired client portfolios are impaired at least on an annual basis. This comprises an estimation of the fair value less cost to sell and the value in use of the acquired client portfolios. In assessing value in use, the estimated future cash flows expected to arise from each client portfolio are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to that asset. The key assumptions used in respect of value in use calculations are those regarding growth rates and anticipated changes to revenues and expenses during the period covered by the calculations. Changes to revenue and costs are based upon management s expectation. The Group prepares its annual budget and five-year cash flow forecasts derived therefrom, thereafter extrapolating these cash flows using a terminal growth rate of 2.5% (1H16: 2.5%), which management considers conservative against industry average long-term growth rates. The key assumption used in arriving at a fair value less cost of sale are those around valuations based on earnings multiples and values based on assets under management. These have been determined by looking at valuations of similar businesses and the consideration paid in comparable transactions.

Management has used a range of multiples resulting in an average of 7.5x EBITDA to arrive at a fair value. The carrying amount of client portfolios at ember was 26.1m (1H16: 25.6m). impairments have been made during the period (1H16: nil) based upon the Directors review. No Impairment of goodwill The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill has been allocated. In assessing value in use, the estimated future cash flows expected to arise from the cash-generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to that asset. The key assumptions used in respect of value in use calculations are those regarding growth rates and anticipated changes to revenues and costs during the period covered by the calculations, based upon management s expectation. The carrying amount of goodwill at ember was 17.3m (1H16: 16.4m). No impairments have been made during the period (1H16: nil) based upon the Directors review. Internally generated capitalised software The costs of internal software developments are capitalised where they are judged to have an economic value that will extend into the future and meet the recognition criteria in IAS38 Intangible Assets. Internally generated software is then amortised over an estimated useful life, assessed by taking into consideration the useful life of comparable software packages. The carrying amount of internally generated capitalised software at ember was 1.1m (1H16: 0.8m). Deferred tax assets Deferred tax assets include temporary differences related to employee benefits settled via the issue of share options. Recognition of the deferred tax assets assumes share options will have a positive value at the date of vesting, which is greater than the exercise price. The carrying amount of deferred tax assets at ember was 1.0m (1H16: 0.5m). Recoverability of accrued time costs and disbursements The Group recognises accrued income in respect of time costs and disbursements incurred on clients affairs during the accounting period, which have not been invoiced at the reporting date. This requires an estimation of the recoverability of the time costs and disbursements incurred but not invoiced to clients. The carrying amount of accrued time costs at ember was 5.0m (1H16: 4.3m).