Director/PDMR Shareholding

ICAP plc (the "Company")

Person discharging managerial responsibility (PDMR) shareholding

On 27 June 2016, the Company was notified that Michael Spencer, an executive director, had acquired 100,000 ordinary shares of 10p each in the Company via a contract of difference at an acquisition price of £3.9250 per share.

Michael Spencer owns a majority shareholding in IPGL (Holdings) Limited, of which INCAP Finance BV and IPGL Limited are wholly-owned subsidiaries. On 27 June 2016, the Company was notified that IPGL Limited had acquired 100,000 ordinary shares of 10p each in the Company via a contract of difference at an acquisition price of £3.9250 per share. Following this transaction, IPGL Limited holds 350,000 shares in ICAP plc acquired via contracts for difference.

Michael Spencer is deemed to be interested in all the shares in ICAP plc held by INCAP Finance BV and its indirect wholly-owned subsidiary, INCAP Overseas BV, totalling 105,569,560 shares. A further 3,516,558 shares are held by Sanne Fiduciary Services Limited as trustee of the ICAP Employee Share Trust. The shares held in the ICAP Employee Share Trust include basic awards to Michael Spencer under the ICAP plc Bonus Share Matching Plan (BSMP) and matching awards under the BSMP in respect of which there are no unsatisfied performance or continuity of employment conditions. Michael Spencer has a personal interest in 372,825 ordinary shares of 10p each in the Company.

Michael Spencer therefore has a total interest in ICAP plc of 109,908,943 shares, 16.87% based on total voting rights of 651,567,548.

ICAP plc

28 June 2016