Holding(s) in Company

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

TP 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

Mr Michael Spencer

IPGL (Holdings) Ltd

IPGL Ltd

Intercapital Brokerage Services Ltd

INCAP Finance BV

INCAP Overseas BV

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

Mr Michael Spencer (174,109 ordinary shares)

Mr Michael Spencer (46,700 ordinary shares via a CFD)

IPGL Limited (163,450 ordinary shares via a CFD)

INCAP Finance BV. (759,617 ordinary shares)

INCAP Overseas B.V. (3,563,564 ordinary shares)

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

9 January 2017

6. Date on which issuer notified:

9 January 2017

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

Below 8%, 7%, 6%, 5%, 4%, 3%

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

49,471,203

49,471,203

174,109

174,109

4,323,181

Below 3%

Below 3%

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

0 pence

-

-

210,150

Nominal

Delta

Below 3% Below 3%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

4,707,440

Below 3%

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

Incap Overseas BV is a wholly owned subsidiary of Incap Finance BV. Incap Finance BV is a wholly owned subsidiary of Incap Netherlands (Holdings) BV. Incap Netherlands (Holdings) BV is owned as to 34.30% by IPGL Limited and as to 65.70% by Intercapital Brokerage Services Ltd. Intercapital Brokerage Services Ltd is a wholly owned subsidiary of IPGL Limited. IPGL Limited is a wholly owned subsidiary of IPGL (Holdings) Limited. Mr Spencer holds a majority of the voting rights in IPGL (Holdings) Limited.

Proxy Voting:

10. Name of the proxy holder:

N/A

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

N/A

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

N/A

13. Additional information:

14. Contact name:

Michelle Mooney

15. Contact telephone number:

+44 (0) 20 7448 0356