Annual Results Presentation for the year ended 31 March 2002

1. Annual Results Presentationfor the year ended 31 March 2002 29 MAY 2002

2. The world’s largest interdealer broker in the derivatives, securities and money markets • Active trading conditions • Strong global market position • Continuing progress in electronic broking • Rapid recovery from the WTC disaster

3. WTC – Recovery post 9/11 • Very rapid recovery • Still in interim space but operating at 90% capacity • Move to permanent HQ in New Jersey by October 2002 • No adverse effect on future profitability

4. Review of operations • Strong growth in derivatives and money broking, profit up 37% • Securities broking up 9%, held back by the disruption in New York • European profit ahead by 31% in strong trading conditions • Information services profit increased by 16% • Acquisition of First Brokers Securites completed April 2002

5. Progress in electronic broking • Established in the Fixed Income markets • US Treasuries and Japan Government Bonds • Australian Government Bonds, Euro Eurobonds and UK Gilts added since start of 2002 • Innovation in the Derivatives markets • TFS-ICAP combined with Volbroker • i-swap initiative in line with market demand • FRA-Cross • Commodities • Revenues increased but overall loss £13.8m

6. Financial Results for the year ended 31 March 2002 29 MAY 2002

7. *at reported exchange rates. **excludes goodwill amortisation and exceptional items. Profit & Loss

8. Group Turnover by Activity *at reported exchange rates.

9. Group Turnover by Geographic Location £’m 10% 10% 33%

10. Underlying Expense Growth *before goodwill amortisation and exceptional items. **operating expenses excluding broker bonuses.

11. Expenses Classification as a % of Turnover Broker remuneration variable/fixed £’m % 45% * Profit before goodwill amortisation and exceptional items. 55%

12. Operating Profit* by Activity Securities 9% Derivatives 37% Electronic -100% 16% Information £’m *after charging goodwill amortisation and including share of profit (losses) for JVs & associates but before exceptional items and interest.

13. Operating Profit* by Geographical Region Americas -20% Europe 31% Asia Pacific 49% £’m *includes share of JVs & associates and goodwill amortisation but excludes exceptional items.

14. Earnings *excluding goodwill amortisation and exceptional items.

15. Pre-Tax Exceptional Items

16. Taxation

17. Cash Inflow from Operations *excludes goodwill amortisation and exceptional items.

18. Cashflow *includes: insurance proceeds £11.9m, share disposals £34.3m offset by WTC costs of £14.8m, WTC related capex £5m and other £1m.

19. Balance Sheet

20. Return on Capital Employed* % *post tax profit excluding goodwill as a % of capital employed.

21. First Brokers • Revenue $87m (year to 31/12/01). • Normalised pre-tax profit US$17.7m (year to 31/12/01). • Consideration: $36m. Estimated deferred cashflow $55m. • Synergies. • Earnings enhancing. • Net assets $3.5m. • Goodwill of some $87m amortised over seven years.

22. Financial Highlights *Profit before tax, goodwill amortisation and exceptional items

23. The interdealer broking industry • Overall OTC broking market revenues, excluding equities – $4 billion in 2001 • Strong underlying market growth • Historically fragmented but changing extremely rapidly, consolidation driven by: • Merger of customers • Increasing impact of technology • Weakess of some balance sheets • Operational leverage and economies of scale • Difficult to attract liquidity to new platforms eg Instinet and ATRIAX recently closed

24. Outlook for the industry • Most “traditional” firms ill-equipped to face the changing environment • Smaller niche businesses may continue • Of “traditional” brokers, currently only ICAP and Cantor/E-speed are able to compete in electronic broking • Conceptually flawed, customer owned consortia brokers will eventually merge or be sold • After the shake out, there will not be more than two/three global interdealer brokers

25. Adding value with technology • Automation, including STP, to create improved efficiency, cost reduction and economies of scale • Adoption of electronic broking remains a gradual process in most markets • ICAP hybrid model most suitable to e-broking • Pure electronic trading really only suits liquid and vanilla markets. Difficult for derivatives eg interest rate swaps • Electronic broking will initially be financially painful, but ultimately will be more profitable with information sales, increased trading volumes, higher market share and potentially a wider customer base

26. Growth • Underlying market growth rates • Expanding market share – 20% in 2001 • Operational leverage • Converting the direct market • Product innovation

27. Information Services • Increasing value of information – fewer and bigger IDBs • Core customers - data vendors • Added value products

28. Strategy for ICAP • Extend strong global position in voice and electronic broking • Expansion of market share • Improve capability in the energy market • Acquisitions with overall strategic fit, strong market positions or relevant technology • eg. First Broker Securities

29. Summary • Excellent results under the circumstances • Competitive landscape altered, ICAP’s leading position underlined • Attractive growth potential • Underlying strong market volume growth, so far markets continue to be busy this year • Multiple acquisition opportunities • Good return on capital • Profit target for 2002/3 of £100m

30. Annual Results Presentationfor the year ended 31 March 2002 29 MAY 2002