Director/PDMR Shareholding

ICAP plc (the "Company")

Person discharging managerial responsibility (PDMR) shareholding

On 1 July 2014, the Company was notified that 50,000 (0.00771%) ordinary shares of 10p in the Company, held in trust for the benefit of Michael Spencer's children of which he was one of the joint trustees, were transferred to them to be held in their own names, as a result of the ending of his children's trust fund on the youngest child reaching the relevant age. Michael Spencer has now ceased to be recorded as a trustee of that trust.

Michael Spencer owns a majority shareholding in IPGL Limited of which INCAP Finance B.V. is a wholly owned subsidiary. Michael Spencer is deemed to be interested in all the shares in ICAP plc held by INCAP Finance B.V., and its wholly-owned subsidiary, INCAP Overseas B.V., totalling 105,569,560 shares. A further 3,516,558 shares are held by Sanne Trust Company Limited as trustee of the ICAP Trust. The shares held in the ICAP Trust include basic awards to Michael Spencer under the BSMP and matching awards under the BSMP in respect of which there are no unsatisfied performance or continuity of employment conditions. Michael Spencer has an interest in a further 3,284 share options under the SAYE scheme and holds 283,426 shares in his own name.

Following the transfer of 50,000 shares, Michael Spencer has a total interest in ICAP plc of 109,372,828 shares, 16.87% based on total voting rights of 648,311,208 ordinary shares in ICAP plc.

ICAP plc

2 July 2014