Director/PDMR Shareholding

ICAP plc (the "Company")

Person discharging managerial responsibility (PDMR) shareholding

On 15 January 2013, the Company was notified that Michael Spencer, a PDMR, had exercised 2,832 options under the 2009 Sharesave Scheme at an exercise price of £3.23 per share.

Following this transaction, Michael Spencer has an interest of 7,061 ordinary shares of 10p each in the Company which he holds directly in his name.

Michael Spencer, together with trusts for the benefit of his children of which he is one of joint trustees, own a majority shareholding in IPGL Ltd, of which INCAP Finance BV is a wholly-owned subsidiary. Accordingly, Michael Spencer is deemed to be interested in all the shares in ICAP plc held by INCAP Finance BV and its wholly-owned subsidiary, INCAP Overseas BV, totalling 105,069,560 shares. A trust of which Michael Spencer's children are beneficiaries and he is a joint trustee owns a further 50,000 shares and 3,516,558 shares are held by EES Trustees International Ltd as trustee of the ICAP Employee Share Ownership Trust (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. Michael Spencer therefore has a total interest in ICAP plc of 108,646,463 shares, 16.81% based on total voting rights of 646,139,047.

ICAP plc

15 January 2013