TP ICAP : 2024 AGM Special Business Resolutions

COLSTEW NOMINEES LIMITED

TP ICAP Group plc

Company No. 130617

LEI: 2138006YAA7IRVKKGE63

15 May 2024

RESOLUTIONS

of

TP ICAP GROUP PLC (the "Company")

Passed on Wednesday 15 May 2024

At an annual general meeting of the Company duly convened and held at offices of Allen & Overy, One Bishops Square, London E1 6AD, the following resolution was duly passed as an ordinary resolution.

RESOLUTION 16

16. That TP ICAP Group plc and any company which is, or becomes, a subsidiary of TP ICAP Group plc during the period to which this resolution relates, be and is hereby authorised to:

(a) make political donations to political parties or independent election candidates, not exceeding £100,000 in total;

(b) make political donations to political organisations other than political parties, not exceeding £100,000 in total; and

(c) incur political expenditure not exceeding £100,000 in total,

provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next AGM of TP ICAP Group plc or, if earlier, the close of business on 1 July 2025.

For the purpose of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 to 365 of the UK Companies Act 2006.

TP ICAP Group plc

Company No. 130617

LEI: 2138006YAA7IRVKKGE63

15 May 2024

RESOLUTIONS

of

TP ICAP GROUP PLC (the "Company")

Passed on Wednesday 15 May 2024

At an annual general meeting of the Company duly convened and held at offices of Allen & Overy, One Bishops Square, London E1 6AD, the following resolution was duly passed as an ordinary resolution.

RESOLUTION 17

17. That:

(a) in accordance with article 6 of the Company's Articles of Association (the 'Articles'), the Directors be authorised to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:

(i) up to a maximum nominal amount of £64,312,145.25, such amount to be reduced by the nominal amount of any equity securities (as defined in article 8 of the Articles) allotted under paragraph (ii) below in excess of £64,312,145.25); and

(ii) comprising equity securities (as defined in article 8 of the Articles), up to a maximum nominal amount of £128,624,290.50 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue (as defined in article 8 of the Articles);

(b) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or, if earlier, at the close of business on 1 July 2025; and

(c) the Company may make offers and enter into agreements before the authorities expire which would, or might, require shares to be allotted or rights to be granted after the authorities expire, and the Directors may allot such shares and grant such rights under any such offer or agreement as if the authorities conferred hereby had not expired.

TP ICAP Group plc

Company No. 130617

LEI: 2138006YAA7IRVKKGE63

15 May 2024

RESOLUTIONS

of

TP ICAP GROUP PLC (the "Company")

Passed on Wednesday 15 May 2024

At an annual general meeting of the Company duly convened and held at offices of Allen & Overy, One Bishops Square, London E1 6AD, the following resolution was duly passed as a special resolution.

RESOLUTION 18

18. That:

(a) in accordance with article 8 of the Company's Articles of Association (the 'Articles') subject to the passing of Resolution 17, the Directors be given power to allot equity securities for cash and/or to sell shares held by the Company as treasury shares for cash as if article 7(b) of the Articles did not apply to such allotment or sale;

(b) the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

(c) the power under paragraph (a) above (other than in connection with a rights issue, as defined in article 8(b)(iii) of the Articles) shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £9,646,821.75;

(d) this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business on 1 July 2025; and

(e) the Company may, before this power expires, make an offer or enter into an agreement, which would or might require equity securities to be allotted after it expires and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

TP ICAP Group plc

Company No. 130617

LEI: 2138006YAA7IRVKKGE63

15 May 2024

RESOLUTIONS

of

TP ICAP GROUP PLC (the "Company")

Passed on Wednesday 15 May 2024

At an annual general meeting of the Company duly convened and held at offices of Allen & Overy, One Bishops Square, London E1 6AD, the following resolution was duly passed as a special resolution.

RESOLUTION 19

19. That:

(a) in addition to any authority granted under Resolution 18 and in accordance with article 8 of the Company's Articles of Association (the 'Articles'), the Directors be given power:

(i) subject to the passing of Resolution 18, to allot equity securities for cash as if article 7(b) of the Articles did not apply to such allotment; and

(ai) to sell shares held by the Company as treasury shares for cash as if article 7(b) of the Articles did not apply to such sale, but in either case this power shall be:

A. limited to the allotment of equity securities up to a maximum nominal amount of £9,646,821.75; and

B. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-emption Group in 2015;

(b) the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

(c) this power shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business on 1 July 2025; and

(d) the Company may, before this power expires, make an offer or enter into an agreement, which would or might require equity securities to be allotted after it expires and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

TP ICAP Group plc

Company No. 130617

LEI: 2138006YAA7IRVKKGE63

15 May 2024

RESOLUTIONS

of

TP ICAP GROUP PLC (the "Company")

Passed on Wednesday 15 May 2024

At an annual general meeting of the Company duly convened and held at offices of Allen & Overy, One Bishops Square, London E1 6AD, the following resolution was duly passed as a special resolution.

RESOLUTION 20

20. Pursuant to Article 57 of the Companies (Jersey) Law 1991, to unconditionally and generally authorise the Company to make market purchases of ordinary shares of 25p each in the capital of the Company on such terms and in such manner as the Directors of the Company may determine, provided that:

(a) the maximum number of ordinary shares which may be purchased is 77,174,574;

(b) the minimum price which may be paid for each share is 25p (exclusive of expenses payable by the Company in connection with the purchase);

(c) the maximum price which may be paid for an ordinary share (exclusive of expenses payable by the Company in connection with the purchase) is an amount equal to the higher of:

(i) 105% of the average of the middle market prices of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and

(ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;

(d) this authority shall expire at the conclusion of the Company's next AGM or, if earlier, at the close of business on 1 July 2025 unless such authority is renewed prior to such time; and

(e) the Company may make a contract or contracts to purchase ordinary shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority and may make a purchase of ordinary shares in pursuance of any such contract.

TP ICAP Group plc

Company No. 130617

LEI: 2138006YAA7IRVKKGE63

15 May 2024

RESOLUTIONS

of

TP ICAP GROUP PLC (the "Company")

Passed on Wednesday 15 May 2024

At an annual general meeting of the Company duly convened and held at offices of Allen & Overy, One Bishops Square, London E1 6AD, the following resolution was duly passed as a special resolution.

RESOLUTION 21

21. Pursuant to Article 58A of the Companies (Jersey) Law 1991, the Company is authorised to hold, if the Company so desires, as treasury shares any shares purchased by it.

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