Acquisition of EBS Update for Analysts April 2006 A reminder: - PDF document

Michael Spencer – Group CEO Mark Yallop – Group COO 1 Acquisition of EBS Update for Analysts April 2006

A reminder: ICAP goals and strategy Goals • To be the leading global intermediary in the wholesale OTC markets by a clear margin • 35% share of overall market revenues • 50% of profit derived from electronic broking • Provide customers with more efficient electronic Strategy trade execution, reduced integration costs and deep liquidity across a wide product range • Maintain close long term relationships with customers • Develop the business through the combination of people and technology • Extend product and service innovation • Grow the business, both organically and by selective acquisition 2

Strategic rationale for transaction • ICAP will be the largest global • ICAP electronic revenues will more electronic broker in liquid, than double, to ~$375m pa (2005) commoditised OTC markets • Transaction raises ICAP overall providing customers with: market share from 28% to ~32% – the broadest product range • Proportion of Group profits from – the widest electronic footprint electronic broking estimated to rise – strong post trade support to ~33% of total • Combined global network will cover • ICAP to create a single global ~1,500 customer installations plus multi-product platform with further 470 users with secure significant further growth internet access potential • Significant economies of scale achievable over time through • Moves ICAP a step closer to combining and leveraging offering full multi-asset technology networks and platforms electronic trading 3

EBS: A pioneer in e-broking � Formed in September 1993 as a partnership of the leading FX Origins market-making institutions � Novel introduction of pre-screened credit and globally distributed technology architecture � EBS Prime Innovation � EBS Spot Ai …. � EBS Live � More than 2,000 traders on 800 dealing floors across the globe Global � Average of USD 132 billion in spot FX/day market � leader….. The market leader for currency pairs making up ~60% of global volumes …. � Average of 700,000 oz in gold and 7,000,000 oz in silver/day � Strong, globally recognised brand Customer � 80 sales staff Focus….. …. � 24 customer support staff 4

EBS business profile EBS Daily Spot FX volumes Market Volume and EBS Share by Currency Pair EBS Daily Spot FX volumes Market Volume and EBS Share by Currency Pair US$ billions US$ billions/% US$ billions US$ billions/% Volume EBS Share 600 100% 140 90% 500 80% 120 70% 400 60% 300 50% 100 40% 200 30% 80 20% 100 10% 60 0 0% 1 2 3 4 5 6 EUR/USD GBP/USD USD/JPY EUR/GBP EUR/CHF USD/CHF EUR/JPY AUD/USD USD/CAD 0 0 0 0 0 0 Q Q Q Q Q Q 1 1 1 1 1 1 � � CAGR volume growth 17% since Leading market share in currency 2001 pairs that comprise 60% of global FX turnover � 1Q 2006 volume average $132bn, � peak $191bn Over 60% of London market since 2000 � 1Q 2006 counterparty growth +15% � year on year Over 88% of Tokyo market 5

EBS business profile EBS Revenue by Category EBS Revenue by Product EBS Revenue by Category EBS Revenue by Product . . . . Prime 8% Market Data 11% Other 1% Market Data 11% Access 14% Ai 9% Europe 15% Europe 15% UK 15% UK 15% Transaction 74% Core Spot 72% EBS Revenue by Region EBS Revenue by Region . . Asia 25% Europe 47% Americas 28% 6

EBS financial profile Highlights Notes Highlights Notes US$ millions . US$ millions . Year to 31/12 2004 2005 2006 � During Q1 2006 EBS operating profit is significantly ahead of Audited Audited Budget budget � Revenue 187 206 227 Cash generation ~100% of profit � Expenses ¹ 171 169 170 Expenses breakdown in 2005 was: Operating profit ¹ 16 37 57 � Staff: 40% � Networks/Comms: 26% Operating margin 9% 18% 25% � Commission: 6% � Other: 28% � Gross assets of EBS were ¹Before amortisation of intangibles and exceptional items. $221m, including cash of $55m at 31 December 2005 EBS results are on a UK GAAP basis but no significant differences are expected under IFRS 7

EBS technology Robust • Trading workstations: 34% of capacity Scalable • Peak quotes/day: 32% of capacity Platform • Peak deals/day: 76% of capacity • Availability 99.999% … • ~185 technology staff Strong IT team . • Multiple data centres in US, UK With ICAP synergies • Overlapping customer networks … • Duplicated network operations and field support . 8

Developments in the FX market Total Market Daily Spot FX Turnover Key Trends Total Market Daily Spot FX Turnover Key Trends US$ billions US$ billions � Continuing global macro-economic 700 Non- Financial Institutions imbalances Non- bank Financial Institutions � Increasing proprietary risk taking 600 Interbank 108 at banks � 500 Growth of single and multi-dealer bank portals 213 400 � Growth of leveraged 58 investors/hedge funds 300 � 111 Growth of Prime Broking � Development of algorithmic trading 200 engines 301 218 � 100 Growth in trade flows � Liberalisation of emerging markets 0 � Role of other ECNs 2001 2004 Source: BIS Triennial Survey 9

Global networks/customers distribution Western Europe EBS USERS ICAP USERS, IN ADDITION 470 USERS OVER SECURE INTERNET CONNECTIONS 10 * Western Europe includes Austria, Belgium, France, Germany, Ireland, Luxembourg, Netherlands and Switzerland

Electronic competitive landscape: products North America Europe Asia IR Derivatives Governments Governments Governments Spot/Fwd FX Spot/Fwd FX Spot/Fwd FX FX Options Corporates Corporates FX Options Corporates FX Options Agencies Repo Repo Repo MBS CDS F+O CDS F+O F+O ICAP CST Tradition GFI BGC/eSpeed MTS Reuters Creditex Full voice plus electronic capability Voice capability only Electronic capability only 11

Electronic competitive landscape: revenues 2000 20,000 2005 Revenues US$ m (LHS) 1800 18,000 Market Capitalisation US$m April 2006 (RHS) 1600 16,000 1400 14,000 1200 12,000 1000 10,000 800 8,000 600 6,000 400 4,000 200 2,000 0 0 Deutsche ICAP Euronext CME NASDAQ CBOT ICAP EB + LSE ICE eSpeed Intl Boerse EBS 2005 Securities Ex Source: Company Data, Morgan Stanley Research estimates 12

Transaction details • A cash payment of US$ 775 million for 100% of the share capital Cash of EBS Consideration • EBS shareholders may elect to receive, in aggregate, up to 36.1 Share million new ICAP shares in lieu of up to one third of the cash Alternative…. payment to which they would otherwise have been entitled • Individual EBS shareholders may receive further ICAP shares as part of their consideration in lieu of cash, to the extent that other shareholders have elected to receive less than their full entitlement of new ICAP shares. • Any new ICAP shares issued as part of the transaction will be locked-up for a period of six months. • If the full number of new ICAP shares being offered to EBS Overall shareholders is taken up, the total consideration would be $825 Cost….. million, comprising: – $517 million in cash and – 36.1 million new ICAP shares (with an aggregate value of $308 million based on the closing price of an ICAP share of …. 477.25 pence and spot £/$ exchange rate of 1.78) 13

Financing arrangements Underwriting • Underwritten Facility from JP Morgan for up to £400 million equivalent provides, together with internal cash resources, certain funds to close the deal … • A mix of term and revolving syndicated facilities is being Take-out arranged to take out the underwriting and provide term funding … . • Final maturity of these facilities will be 5 years • Repayment will be from the substantial cash flow generated by the Group and the facilities are structured to allow the Group maximum flexibility • These facilities will also be used to re-finance other senior debt facilities 14

Consolidated regulatory capital requirements • Under the current Capital Adequacy Directive a firm that is 2006 subject to the full consolidated regulatory capital requirements … must fund the acquisition of goodwill with equity . • Based on its low risk profile the FSA have been able to grant ICAP a waiver to modify its consolidated regulatory capital requirements (http://www.fsa.gov.uk/register/pdf/A571576P.pdf) • This modification removes the requirement to fund the acquisition of further goodwill with equity; the transaction can be funded entirely with “senior” debt • On 1 January 2007 the Capital Requirements Directive (“CRD”) 2007 and comes into effect beyond • All existing waivers will be revoked • Under the CRD a group will only be able to modify the … . consolidated capital requirements in the way noted above if it has no exposure to market risk in its broking / trading activities • The group has had extensive discussions with the FSA and will be taking all steps necessary to ensure that it will maintain its existing modification to the consolidated capital requirements 15