Holding(s) in Company

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

ICAP PLC

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

X

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to thenotification obligation: iii

Michael Alan Spencer

4. Full name of shareholder(s)  (if different from 3.):iv

Michael Alan Spencer (3,799,984 ordinary shares)

IPGL Limited (250,000 ordinary shares, via a CfD)

INCAP Overseas BV (45,750,000 ordinary shares)

INCAP Finance BV (59,819,560 ordinary shares)

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

22 December 2014

6. Date on which issuer notified:

22 December 2014

7. Threshold(s) that is/are crossed orreached: vi, vii

No change - Holding remains at over 16%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

Ordinary shares GB0033872168

109,369,544

109,369,544

3,799,984

3,799,984

105,569,560

Below 3%

16.28%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Contract for difference

395.95 pence

-

-

250,000

Nominal

Delta

Below 3%

Below 3%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

109,619,544

16.90%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

IPGL (Holdings) LimitedIPGL Limited

Intercapital Brokerage Services LimitedINCAP Netherlands Holdings BVINCAP Finance BVINCAP Overseas BV

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will ceaseto hold:

12. Date on which proxy holder will cease to holdvoting rights:

13. Additional information:

Michael Spencer owned a majority shareholding in IPGL Limited and was deemed to be interested in all the shares in ICAP plc held by IPGL Limited and its wholly owned-subsidiaries INCAP Finance B.V. and INCAP Overseas B.V., as well as in shares in ICAP plc held by Michael Spencer personally. As part of a reorganisation of the group of companies of which IPGL Limited forms part, a new holding company, called IPGL (Holdings) Limited, was inserted above IPGL Limited and IPGL Limited's former shareholders now hold shares in IPGL (Holdings) Limited in the same proportions as they did in IPGL Limited immediately prior to the insertion. As result of that new holding company having been put in place, Michael Spencer was deemed to have disposed of his indirect interest in the shares in ICAP plc held through IPGL Limited and its wholly-owned subsidiaries and to have immediately reacquired it through his shareholding in IPGL (Holdings) Limited.

The CfD through which IPGL Limited holds an interest in ordinary shares of ICAP plc is cash settled and does not give IPGL Limited an entitlement to acquire any shares in ICAP plc.

14. Contact name:

Serra Balls

15. Contact telephone number:

020 7050 7103