TP ICAP Regulatory News (TCAP)

Resolutions

For

Against

Withheld

Number

%

Number

%

Number

1

To receive the Annual Report and accounts for the year ended 31 December 2014.

196,258,553

99.95

93,000

0.05

37,078

2

To approve the Report on Directors' Remuneration in the form set out in the Company's Annual Report and Accounts for the year ended 31 December 2014.

110,546,490

63.94

62,346,192

36.06

23,495,949

3

To elect as a Director John Phizackerley (Chief Executive).

195,731,947

99.67

655,684

0.33

1,000

4

To re-elect as a Director Rupert Robson (Chairman of the Board and of the Nominations Committee).

195,279,380

99.46

1,057,869

0.54

51,382

5

To re-elect as a Director Paul Mainwaring (Finance Director).

195,584,267

99.59

803,364

0.41

1,000

6

To re-elect as a Director Angela Knight (Senior Independent Non-executive Director, member of the Audit, Remuneration and Nominations Committees).

196,027,397

99.82

360,234

0.18

1,000

7

To re-elect as a Director Roger Perkin (Independent Non-executive Director, Chairman of the Audit Committee and member of the Remuneration and Nominations Committees).

196,027,767

99.82

359,864

0.18

1,000

8

To re-elect as a Director Stephen Pull (Independent Non-executive Director, Chairman of the Remuneration Committee and a member of the Audit and Nominations Committees).

195,639,859

99.62

747,772

0.38

1,000

9

To re-elect as a Director David Shalders (independent Non-executive Director, member of the Remuneration Committee).

196,174,647

99.89

212,984

0.11

1,000

10

To re-appoint Deloitte LLP as auditor of the Company (to hold office from the conclusion of the meeting until the conclusion of the next general meeting at which accounts are laid).

194,901,371

99.65

686,169

0.35

801,091

11

To authorise the Board to fix the remuneration of the auditor.

196,020,628

99.81

365,353

0.19

2,650

12

That a final dividend in respect of the year ended 31st December 2014 be declared payable at the rate of 11.25p per share on 14th May 2015 to shareholders registered at the close of business on 24th April 2015.

196,388,631

100

0

0

0

13

To authorise the directors to allot relevant securities

195,384,034

99.49

1,001,275

0.51

3,322

14

To authorise the Company to make political donations

183,376,697

93.38

13,008,792

6.62

3,142

15

To allot equity securities for cash

196,340,073

99.98

45,586

0.02

2,972

16

To authorise the Company to buy back shares

196,304,834

99.99

8,197

0.01

75,600

17

To authorise the calling of general meetings (other than an AGM) on 14 clear days' notice

182,838,501

93.10

13,548,830

6.9

1,300