Director/PDMR Shareholding

ICAP plc (ICAP / the Company)

Notification pursuant to DTR3

ICAP has been notified that on 6 December 2010 INCAP Finance B.V (INCAP Finance) entered into a conditional agreement to sell 6,000,000 ordinary shares in ICAP by means of an institutional placing (the Sale). Pricing of the Sale is expected to be concluded shortly and the Sale is expected to complete within three trading days thereafter, subject to satisfaction of usual closing conditions.

Following completion of the Sale, INCAP Finance will continue to hold a total of 105,069,560 ordinary shares in ICAP (approximately 15.92% of the total voting rights) with 59,319,560 ordinary shares held by INCAP Finance and 45,750,000 ordinary shares held by its wholly owned subsidiary, INCAP Overseas B.V.

Michael Spencer, the Group Chief Executive Officer of ICAP, together with his wife and family trusts, hold a majority of the issued shares of IPGL Limited, which in turn owns 100% of INCAP Finance. Mr Spencer also has personal interests in 3,782,913 ordinary shares in ICAP, representing a further 0.57% of the total voting rights.

Contact:

Mike Sheard Director of Corporate Affairs, ICAP plc Tel: + 44 20 7050 7103

ICAP plc

6 December 2010