IGHP - Notice of Noteholder Meeting

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF ANY NOTEHOLDER IS IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE EXTRAORDINARY RESOLUTION TO BE PROPOSED AT THE MEETING, IT SHOULD SEEK ITS OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.

ICAP Group Holdings plc

(Incorporated in England and Wales, Registered Number 6694512)

(the "Issuer")

NOTICE OF MEETING

of the holders of the outstanding

€350,000,000 3.125 per cent. Notes due March 2019 (ISIN: XS1041793123)

(the "Notes")

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of the Notes (the "Noteholders") convened by the Issuer will be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ, United Kingdom, at 10:30 a.m. (London time) on 29 March 2016 for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the trust deed dated 16 June 2008, as supplemented on 30 June 2009, 26 June 2012 and 22 November 2013 and as further modified, supplemented and/or restated from time to time (the "Trust Deed"), made between inter alios the Issuer and BNY Mellon Corporate Trustee Services Limited (the "Trustee") as trustee for the Noteholders and constituting the Notes. Capitalised terms used but not defined in this Notice have the meanings given to them in the Trust Deed or the terms and conditions of the Notes (the "Conditions").

EXTRAORDINARY RESOLUTION

"THAT this meeting of the holders of the outstanding €350,000,000 3.125 per cent. Notes due March 2019 (ISIN: XS1041793123) (the "Notes") of ICAP Group Holdings plc (the "Issuer") constituted by the trust deed dated 16 June 2008, as supplemented on 30 June 2009, 26 June 2012 and 22 November 2013 and as further modified, supplemented and/or restated from time to time (the "Trust Deed"), made between inter alios the Issuer and BNY Mellon Corporate Trustee Services Limited (the "Trustee") as trustee for the holders of the Notes (the "Noteholders"), hereby:

1. sanctions and approves, pursuant to paragraph 18 of Schedule 3 to the Trust Deed the following modifications to the Trust Deed (together, the "Amendments"):

1.1 the amendment of Condition 10(a)(vi) of the Notes to read as follows:

"the Issuer, the Guarantor (if applicable) or any of the Principal Subsidiaries ceases to carry on the whole or a substantial part of its business, save for a Permitted Disposal or, in the case of a Principal Subsidiary only, save for: (i) for the purposes of a solvent reorganisation, reconstruction or amalgamation; or (ii) where such cessation arises as a result of a sale of its assets at a fair market value and on an arm's length basis, or the Issuer, the Guarantor (if applicable) or any of the Principal Subsidiaries stops payment of, or is unable to, or admits inability to, pay, all of its debts (or any class of its debts) as they fall due, or is deemed unable to pay all of its debts pursuant to or for the purposes of any applicable law, or is adjudicated or found bankrupt or insolvent;

"Permitted Disposal" means the disposal of the Group's global hybrid voice broking and information business, including associated technology and broking platforms and certain joint ventures and associates, as announced by ICAP plc on 11 November 2015 and as further described in the consent solicitation memorandum dated 1 March 2016.";

1.2 the amendment of Condition 4(c) of the Notes so that the definition of "Group" shall, with effect from the Scheme Effective Time, read "ICAP Newco plc and its Subsidiaries" and not "ICAP and its Subsidiaries";

1.3 the amendment of the fourth paragraph of Condition 5(a)(ii) of the Notes to insert the words ", (and, for the avoidance of doubt, any rating maintained by such former rating agency without the consent of the Issuer shall be of no effect for the purposes of these Conditions)," at the end of the second sentence of that paragraph; and

1.4 the amendment of Condition 7(d)(2)(A)(ii) of the Notes to insert the words ", at the invitation of the Issuer," after the words "issued, or to be issued, by ICAP carry";

2. sanctions and approves every abrogation, modification, variation or compromise of, or arrangement in respect of, the rights of the Noteholders appertaining to the Notes and the related transaction documents (the "Transaction Documents") against the Issuer, whether or not such rights arise under the Trust Deed or otherwise, involved in or resulting from or to be effected by, the sale of IGBB and the Amendments referred to in paragraph ‎1 of this Extraordinary Resolution and their implementation and assents to every amendment, modification, variation or abrogation of the provisions contained in the Trust Deed involved in, or inherent in, or effected by, the implementation of this Extraordinary Resolution and the Amendments;

3. authorises, directs, requests, empowers and instructs the Trustee to:

(a) consent to the execution of and to enter into a supplemental trust deed (the "Fourth Supplemental Trust Deed") in substantially the form of the draft presented to the Meeting (with such amendments, if any, as the Trustee may require or agree) in order to effect the Amendments as soon as reasonably practicable after the Payment Date (provided, for the avoidance of doubt, that (i) the Holders of the £125,000,000 5.50 per cent. Guaranteed Notes due July 2018 (ISIN: XS0805454872) issued by ICAP plc have also directed the Trustee to execute the Fourth Supplemental Trust Deed, and (ii) the Issuer has not notified the Trustee in writing that the Proposals have been terminated); and

(b) concur in, approve and execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient, in the sole and absolute discretion of the Trustee, to carry out and give effect to the implementation of the Amendments or this Extraordinary Resolution;

4. discharges, waives and exonerates the Trustee from any and all loss or liability for which it may have become liable or may have become responsible under the Trust Deed or the Notes or any other Transaction Document in respect of any act or omission in connection with this Extraordinary Resolution or its implementation and agrees and confirms that the Trustee is not required to request or receive any legal opinions in relation to the implementation of the Amendments or this Extraordinary Resolution; and

5. waives irrevocably any claim that the Noteholders may have against the Trustee arising as a result of any loss or damage which any Noteholder may suffer or incur as a result of the Trustee acting upon this Extraordinary Resolution (including, without limitation, circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding on the Noteholders or that there is a defect in the passing of this Extraordinary Resolution) and further confirms that the Noteholders will not seek to hold the Trustee liable for any such loss or damage and that the Trustee shall not be responsible to any person for acting upon this Extraordinary Resolution."

Capitalised terms used in this Extraordinary Resolution and not otherwise defined shall have the meanings given to them in the consent solicitation memorandum prepared by the Issuers and dated 1 March 2016 (the "Consent Solicitation Memorandum").

Background

The Issuer has convened the Meeting for the purpose of enabling Noteholders to consider and resolve, if they think fit, to pass the Extraordinary Resolution.

On 11 November 2015, the ICAP Board agreed terms with Tullett Prebon plc ("Tullett Prebon") for the disposal by ICAP and its subsidiaries and subsidiary undertakings (the "ICAP Group") of its global hybrid voice-broking and information business to Tullett Prebon, including ICAP's associated technology and broking platforms (including iSwap and Fusion), certain of ICAP's joint ventures and associates ("IGBB") and certain intellectual property rights including the "ICAP" name (the "Transaction").

Tullett Prebon intends to acquire all of IGBB in return for the issue of new shares in Tullett Prebon ("New Tullett Prebon Shares") to ICAP Newco plc, a new listed holding company of the ICAP Group ("Newco"), and to ICAP Shareholders, representing in aggregate approximately 56 per cent. of the issued share capital of Tullett Prebon following the Transaction ("Enlarged Tullett Prebon"). Following completion of the Transaction ("Completion"), Newco will own approximately 19.9 per cent. of the issued share capital in Enlarged Tullett Prebon. Ownership of the electronic markets and post trade businesses, including associated information revenues, will remain fully with Newco.

Background to and reasons for the Transaction

ICAP has pursued a successful strategy to diversify its business profile with investments in electronic markets and post trade businesses. Against a backdrop of structural changes within wholesale financial markets and increased regulatory oversight and disclosure, customers are seeking innovative products, greater liquidity and best in class platforms and services. As such the ICAP Board believes that Newco will:

· become a focused post trade and electronic trading business, with a portfolio of leading financial market infrastructure;

· be better placed to capture the long term structural growth opportunities it sees in electronic financial markets, post trade services and risk solution services and focus on service and product innovation;

· be positioned to drive the expansion of its addressable market through continuing product development and broadening of geographic reach and customer base;

· benefit from regulatory-driven increased demand for post trade risk mitigation solutions and electronic trading infrastructure; and

· offer solutions that are at the heart of the workflow of its customers and have an increasing level of recurring subscription revenue.

Further information concerning the Transaction and the proposals described in this Notice of Meeting are set out in the Consent Solicitation Memorandum.

Consent Fees

Holders of the Notes who submit a valid Voting Instruction in favour of the Extraordinary Resolution, and which is received by the Tabulation Agent on or before 4.00 p.m. (London time) on 11 March 2016 (the "Early Voting Deadline") and not subsequently revoked, will be eligible to receive a consent fee of €5.00 for each €1,000 in aggregate nominal amount of Notes (the "Early Consent Fee") which are subject to the relevant Voting Instruction. Holders of the Notes who submit a valid Voting Instruction in favour of the Extraordinary Resolution which is received by the Tabulation Agent after the Early Voting Deadline but on or prior to the 4.00 p.m. (London time) on 22 March 2016 (the "Expiration Deadline") will be eligible to receive a consent fee of €2.50 for each €1,000 in aggregate nominal amount of Notes (the "Late Consent Fee" and together with the Early Consent Fee, the "Consent Fees") which are subject to the relevant Voting Instruction. The Issuer will only be obliged to pay the Consent Fees to holders of the Notes if the Extraordinary Resolution in relation to the Notes is successfully passed at the Meeting (or any adjourned such Meeting), if an equivalent resolution is passed in respect of the £125,000,000 5.50 per cent. Guaranteed Notes due July 2018 (ISIN: XS0805454872) issued by ICAP plc and if the Proposals (as defined in the Consent Solicitation Memorandum) have not been terminated by the Issuer on or prior to the Payment Date. The Consent Fees will not be payable until the date falling six weeks after the date of the Meeting (which is expected to be 10 May 2016) or, if later, the date falling six weeks after the date of any adjourned Meeting.

Noteholders who submit a valid Voting Instruction in favour of the Extraordinary Resolution which is received by the Tabulation Agent after the Early Voting Deadline but on or prior to the Expiration Deadline will only be eligible to receive the Late Consent Fee. Noteholders who submit votes after the Expiration Deadline, or who vote against the Proposals, will not be entitled to receive any Consent Fee in respect of the Notes, even if the Extraordinary Resolution is successfully passed. 

General

THE TRUSTEE HAS NOT BEEN INVOLVED IN THE FORMULATION OF THE EXTRAORDINARY RESOLUTION AND THE TRUSTEE EXPRESSES NO OPINION ON THE MERITS OF THE EXTRAORDINARY RESOLUTION OR ON WHETHER NOTEHOLDERS WOULD BE ACTING IN THEIR BEST INTERESTS IN APPROVING THE EXTRAORDINARY RESOLUTION, AND NOTHING IN THIS NOTICE SHOULD BE CONSTRUED AS A RECOMMENDATION TO NOTEHOLDERS FROM THE TRUSTEE TO VOTE IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION. NOTEHOLDERS SHOULD TAKE THEIR OWN INDEPENDENT FINANCIAL AND LEGAL ADVICE ON THE MERITS AND ON THE CONSEQUENCES OF VOTING IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION, INCLUDING AS TO ANY TAX CONSEQUENCES. THE TRUSTEE HAS NOT REVIEWED, NOR WILL IT BE REVIEWING, ANY DOCUMENTS RELATING TO THE PROPOSALS. ON THE BASIS OF THE INFORMATION SET OUT IN THIS NOTICE AND THE CONSENT SOLICITATION MEMORANDUM (EACH OF WHICH THE TRUSTEE RECOMMENDS TO NOTEHOLDERS TO READ CAREFULLY), THE TRUSTEE HAS AUTHORISED IT TO BE STATED THAT THE TRUSTEE HAS NO OBJECTION TO THE EXTRAORDINARY RESOLUTION BEING PUT TO NOTEHOLDERS FOR THEIR CONSIDERATION.

Noteholders may obtain, from the date of this Notice, a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for whom are set out below. A Noteholder will be required to produce evidence satisfactory to the Tabulation Agent or the Solicitation Agents as to his or her status as a Noteholder and that he or she is a person to whom it is lawful to send the Consent Solicitation Memorandum under applicable laws before being sent a copy of the Consent Solicitation Memorandum. Copies of the Trust Deed and this Notice and a draft of the Fourth Supplemental Trust Deed are also available for inspection by Noteholders on and from the date of this Notice up to and including the date of the Meeting, at the specified offices of the Tabulation Agent during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and at the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ, United Kingdom during the Meeting and for 15 minutes before the Meeting. Any revised version of the Fourth Supplemental Trust Deed made available as described above and marked to indicate changes to the draft made available on the date hereof will supersede the previous draft of the Fourth Supplemental Trust Deed and Noteholders will be deemed to have notice of any such changes.

The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Meeting or any meeting held following any adjournment of such Meeting, which are set out in paragraph 2 of "Voting and Quorum" below. Noteholders who wish to be eligible to receive a Consent Fee (see "Consent Fee" above) should ensure that they make arrangements to submit a Voting Instruction in accordance with the procedures set out in the Consent Solicitation Memorandum. Noteholders who attend the Meeting and vote in person, or make arrangements to be represented at the Meeting without submitting a valid Voting Instruction, will not be eligible to receive a Consent Fee.

Voting and Quorum

1. The provisions governing the convening and holding of a meeting of the Noteholders are set out in Schedule 3 (Provisions for Meetings of Noteholders) to the Trust Deed, a copy of which is available for inspection by the Noteholders as referred to above.

Each person (a "Beneficial Owner") who is the owner of a particular aggregate nominal amount of the Notes through Euroclear, Clearstream, Luxembourg or a person who is shown in the records of Euroclear or Clearstream, Luxembourg as a holder of the Notes (a "Direct Participant"), should note that a Beneficial Owner will only be entitled to attend and vote at the Meeting in accordance with the procedures set out below and where a Beneficial Owner is not a Direct Participant it will need to make the necessary arrangements, either directly or with the intermediary through which it holds its Notes, for the Direct Participant to complete these procedures on its behalf.

A Beneficial Owner who wishes to vote and whose Notes are held in the name of a broker, dealer, bank, commercial bank, custodian, trust company, nominee or Direct Participant in any Clearing System must contact such entity promptly and instruct or make arrangements with such entity to vote in accordance with the customary procedures of the Clearing Systems on behalf of the Noteholders. The deadlines set by any such custodial entity and each Clearing System for the submission of votes to the Extraordinary Resolution may be earlier than the relevant deadlines specified in this Notice of Meeting.

A Beneficial Owner who wishes to attend and vote at the Meeting and any adjourned such Meeting in person must produce at such Meeting a valid Voting Certificate issued by a Paying Agent.

A Beneficial Owner may obtain a Voting Certificate in respect of its Notes from the Tabulation Agent by arranging (through its Direct Participant if it is not itself a Direct Participant) for its Notes to be blocked in an account with Euroclear or Clearstream, Luxembourg not less than 48 hours before the time fixed for the Meeting (or, if applicable, any adjourned such Meeting) and within the relevant time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, upon terms that the Notes will not cease to be so blocked until the first to occur of the conclusion of the Meeting or any adjourned such Meeting and the surrender of the Voting Certificate to the Tabulation Agent and the giving of notice by the Tabulation Agent to the Issuer and to Euroclear or Clearstream, Luxembourg, as the case may be, of such surrender or the compliance in such other manner with the rules of Euroclear or Clearstream, Luxembourg, as the case may be.

A Noteholder not wishing to attend and vote at the Meeting in person may give a voting instruction (through its Direct Participant if it is not itself a Direct Participant) (in the form of an electronic voting instruction (a "Voting Instruction") in accordance with the standard procedures of Euroclear and/or Clearstream, Luxembourg) and require the Tabulation Agent to include the votes attributable to its Notes in a block voting instruction issued by the Principal Paying Agent for the Meeting or any adjourned such Meeting, in which case the Principal Paying Agent shall appoint the Tabulation Agent as proxy to attend and vote at such Meeting in accordance with such Noteholder's instructions.

If a Noteholder wishes the votes attributable to its Notes to be included in a block voting instruction for the Meeting or any adjourned such Meeting, then (i) the Noteholder must arrange for its Notes to be blocked in an account with Euroclear or Clearstream, Luxembourg for that purpose and (ii) the Noteholder or a duly authorised person on its behalf must direct the Tabulation Agent as to how those votes are to be cast by way of a Voting Instruction, not less than 48 hours before the time fixed for the Meeting (or, if applicable, any adjourned such Meeting) and within the time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, upon terms that the Notes will not cease to be so blocked until the first to occur of (i) the conclusion of the Meeting or any adjourned such Meeting or (ii) the notification in writing of any revocation of a Noteholder's previous instructions to the Tabulation Agent being notified in writing to the Tabulation Agent at least 48 hours before the time appointed for holding the Meeting and such Notes ceasing (in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as the case may be, and with the agreement of the Tabulation Agent) to be held to its order or under its control.

Any Voting Instructions given may not be revoked during the period starting 24 hours before the time fixed for the relevant Meeting and within the time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, and ending at the close of such Meeting.

Instructions given by Direct Participants to Lucid Issuer Services Limited, as tabulation agent for the Proposals, through Euroclear or Clearstream, Luxembourg will be deemed to be instructions given to the Principal Paying Agent. By submitting a Voting Instruction through the relevant Clearing System, the Direct Participant will be deemed to consent to have such Clearing System provide details concerning its identity to the Tabulation Agent (and for the Tabulation Agent to provide such details to the Issuer and the Solicitation Agents and their respective legal advisers).

Block voting instructions shall be valid only if deposited by the Principal Paying Agent at such place as may be approved by the Trustee, at least 24 hours before the time fixed for the Meeting or if the chairman decides otherwise before the Meeting proceeds to business.

2. The quorum required for the Extraordinary Resolution to be considered at the Meeting is one or more persons present and holding or representing in aggregate a clear majority in nominal amount of the Notes for the time being outstanding.

In the event such quorum is not present within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) from the time initially fixed for the Meeting, such Meeting shall be adjourned until such date, being not less than 13 Clear Days nor more than 42 Clear Days later, and at such place as may be determined by the chairman of the relevant Meeting and approved by the Trustee. At least 10 Clear Days' notice of any Adjourned Meeting shall be given. At any such adjourned Meeting one or more persons present and holding or representing any Notes for the time being outstanding will form a quorum.

Voting Certificates obtained and Voting Instructions given in respect of the Meeting, (unless revoked in accordance with the terms of the Trust Deed and, in the case of electronic voting instructions, in accordance with the procedures of the Euroclear or Clearstream, Luxembourg, as the case may be) shall remain valid for any such adjourned Meeting.

Noteholders should note these quorum requirements and should be aware that, if the Noteholders either present or appropriately represented at the Meeting are insufficient to form a quorum for the Extraordinary Resolution, such Extraordinary Resolution cannot be formally considered at the Meeting.

3. Every question submitted to the Meeting shall be decided in the first instance by a show of hands. Unless a poll is demanded by the chairman of the Meeting, the Issuer, the Trustee or any person holding or representing any Notes then outstanding, a declaration by the chairman of the Meeting that the resolution has been carried or carried by a particular majority or lost or not carried by a particular majority on a show of hands, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

On a show of hands every voter shall have one vote. On a poll every such person shall have one vote in respect of each €1.00 in nominal amount of the Notes represented or held by him or her.

4. To be passed at the relevant Meeting, an Extraordinary Resolution requires a majority of at least three‑quarters of the votes cast in respect of such Extraordinary Resolution. If passed, an Extraordinary Resolution shall be binding on all Noteholders, whether or not present at the Meeting and whether or not voting in favour of the Extraordinary Resolution.

Noteholders should contact the following for further information:

The Solicitation Agents

Citigroup Global Markets Limited

Citigroup Centre

33 Canada Square

London E14 5LB

United Kingdom

Telephone: +44 20 7986 8969

Attention: Liability Management Group

Email: [email protected]

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

Telephone: +44 207 134 2468

Attention: Head of Liability Management Group

Email: [email protected]

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

Telephone: +44 20 7996 5698

Attention: Liability Management Group

Email: [email protected]

The Tabulation Agent

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

Telephone: +44 207 704 0880

Attention: David Shilson

Email: [email protected]

This Notice is given by ICAP Group Holdings plc2 BroadgateLondon EC2M 7UR

Dated: 1 March 2016