1. ANNUAL RESULTS 2002 Annual Results Presentation for the year ended 31 March 2002 29 MAY 2002

2. ANNUAL RESULTS 2002 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. ANNUAL RESULTS 2002 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. ANNUAL RESULTS 2002 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. ANNUAL RESULTS 2002 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. ANNUAL RESULTS 2002 Financial Results for the year ended 31 March 2002 29 MAY 2002

7. ANNUAL RESULTS 2002 Profit & Loss *at reported exchange rates. **excludes goodwill amortisation and exceptional items.

8. ANNUAL RESULTS 2002 Group Turnover by Activity *at reported exchange rates.

9. ANNUAL RESULTS 2002 Group Turnover by Geographic Location £’m 10% 33%

10. ANNUAL RESULTS 2002 Underlying Expense Growth *before goodwill amortisation and exceptional items. **operating expenses excluding broker bonuses.

11. ANNUAL RESULTS 2002 Expenses Classification as a % of Turnover Broker remuneration variable/fixed % 45% 55% * Profit before goodwill amortisation and exceptional items. £’m

12. ANNUAL RESULTS 2002 Operating Profit * by Activity £’m Securities Information Derivatives Electronic 9% 37% -100% 16% *after charging goodwill amortisation and including share of profit (losses) for JVs & associates but before exceptional items and interest.

13. ANNUAL RESULTS 2002 Operating Profit* by Geographical Region £’m Asia Pacific Americas Europe -20% 31% 49% *includes share of JVs & associates and goodwill amortisation but excludes exceptional items.

14. ANNUAL RESULTS 2002 Earnings *excluding goodwill amortisation and exceptional items.

15. ANNUAL RESULTS 2002 Pre-Tax Exceptional Items

16. ANNUAL RESULTS 2002 Taxation

17. ANNUAL RESULTS 2002 Cash Inflow from Operations *excludes goodwill amortisation and exceptional items.

18. ANNUAL RESULTS 2002 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. ANNUAL RESULTS 2002 Balance Sheet

20. ANNUAL RESULTS 2002 Return on Capital Employed* % *post tax profit excluding goodwill as a % of capital employed.

21. ANNUAL RESULTS 2002 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. ANNUAL RESULTS 2002 Financial Highlights ResultsChange Profit*£89.1m+18% Turnover£527.9m+12% Adjusted earnings per share58.0p+17% Shareholders’ funds£188.5m+£26.5m Cash balances£155.8m+£31.4m Cash inflow from operating activities£82.7m +11% Annual dividend24.0p +20% *Profit before tax, goodwill amortisation and exceptional items

23. ANNUAL RESULTS 2002 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 The interdealer broking industry

24. ANNUAL RESULTS 2002 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 Outlook for the industry

25. ANNUAL RESULTS 2002 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 Adding value with technology

26. ANNUAL RESULTS 2002 Growth Underlying market growth rates Expanding market share – 20% in 2001 Operational leverage Converting the direct market Product innovation Increase in 2001Increase in last 5 years International bonds outstanding16%19% p.a. Interest rate swaps outstanding21%26% p.a. Foreign exchange derivatives7%NA

27. ANNUAL RESULTS 2002 Information Services Increasing value of information – fewer and bigger IDBs Core customers - data vendors Added value products

28. ANNUAL RESULTS 2002 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 Strategy for ICAP

29. ANNUAL RESULTS 2002 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 Summary

30. ANNUAL RESULTS 2002 Annual Results Presentation for the year ended 31 March 2002 29 MAY 2002