Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, please take advice immediately from an independent professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Notice of the 2025 Annual General Meeting of TP ICAP Group plc

('AGM') to be held on Wednesday 14 May 2025 at 2.15pm (BST)

at the offices of Allen & Overy Shearman Sterling LLP,

One Bishops Square, London, E1 6AD

Please note important details regarding attendance

at the AGM in the Chair's letter on page 2.

TP ICAP Group plc

Registered in Jersey no. 130617

TP ICAP Group plc

Registered in Jersey no. 130617

11 April 2025

Dear shareholder,

On behalf of the Board I am pleased to invite you to attend the Annual General Meeting (or 'AGM') of TP ICAP Group plc (the 'Company'), which will be held in person. The AGM will be held at the offices of Allen & Overy Shearman Sterling LLP, One Bishops Square, London, E1 6AD on Wednesday 14 May 2025 at 2.15pm (BST).

Notice of AGM

The formal Notice of AGM is set out on the following pages of this document, detailing the resolutions that the shareholders are being asked to vote on along with explanatory notes of the business to be conducted at the AGM. The views of our shareholders are important to us and the AGM offers a valuable opportunity for shareholders to communicate with the Directors and ask questions on the business of the meeting. We welcome your participation.

If you are unable to attend the AGM in person we urge you to submit your voting instructions in advance of the meeting by appointing

a proxy. You are encouraged to appoint the Chair of the AGM as your proxy to exercise all or any of your rights to attend, vote and speak at the AGM. Information about how and when to submit your proxy instructions can be found overleaf and on page 11.

Dividend

Shareholders are reminded that TP ICAP Group plc declared an interim dividend of 4.8p per share paid on 8 November 2024. The Board is recommending a final dividend of 11.3p for each ordinary share held in TP ICAP Group plc and this requires shareholder approval before it can be paid. This final dividend recommendation is in line with our distribution policy announced to the market in October 2020.

Report of the Remuneration Committee

The Remuneration Committee of the Board is seeking shareholders' approval of the Report of the Remuneration Committee for

the year ended 31 December 2024 (the 'Remuneration Committee Report'). The Remuneration Committee Report includes an annual report detailing the remuneration of the Directors and a statement by the Chair of the Remuneration Committee. The Company will seek shareholder's approval on the contents of the Remuneration Committee Report (as defined above) on an annual basis. The vote is an advisory one and the Directors' entitlement to remuneration is not conditional on it.

The shareholders are separately asked to approve the new Directors' Remuneration Policy which is set out on pages 123 to 128 of the 2024 Annual Report and Accounts. It is intended that the new Directors' Remuneration Policy will take effect immediately after the AGM and will replace the existing policy that was approved by shareholders in 2022. It is anticipated that the new Directors' Remuneration Policy will be in force for three years, although we will closely monitor regulatory changes and market trends and, if necessary, we may present a revised policy within that three-year period. The proposed new Directors' Remuneration Policy was developed following extensive shareholder consultation during the second half of 2024 and early 2025, more detail of which is provided on page 114 to 115 of the 2024 Annual Report and Accounts.

Re-election of Directors

Each of the Directors of the Company will seek election or re-election as a Director at the AGM, in accordance with the UK Corporate Governance Code. The Nominations & Governance Committee has carefully considered the combination of knowledge, skills, diversity, experience and background of the members of the Board and considers that this mix remains appropriate to respond to the challenges presented to it, and to promote TP ICAP's future long-term sustainable success. The composition and size of the Board will remain under review by the Committee, who will make recommendations as necessary.

The Nominations & Governance Committee has also reviewed each individual's independence and commitment of time to the Company in light of their other commitments. The Committee has concluded that the Directors have sufficient time to commit to their roles and are not considered over-boarded. Each of the seven Non-executive Directors continue to be considered independent including the Board Chair was deemed independent on appointment. The Board is pleased to recommend all Directors who are seeking re-election at the AGM in 2025, and their full biographies can be found in Appendix 1 to this Notice of AGM on pages 13 to 16.

2 TP ICAP GROUP PLC Notice of the 2025 Annual General Meeting

Voting

Your vote is important to us. Voting on the business of the AGM will be conducted by way of a poll. The results of voting on the resolutions will be made available by regulatory news announcement and on the Company's website as soon as practicable after the AGM. Whether or not you propose attending the AGM, we encourage you to register your proxy electronically. The website for electronic proxy appointment is www.signalshares.comIf you need help with voting online or require a paper proxy form sent to you, please contact MUFG Corporate Markets by email at shareholderenquiries@cm.mpms.mufg.comor by calling 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged at the applicable international rate. Lines are open 9.00am-5.30pm Monday to Friday excluding bank holidays in England and Wales.

If your shares are held in CREST, you may, if preferred, give instructions electronically via CREST as detailed in the notes to the Notice of AGM on page 12. To be valid, proxy appointments must be lodged with the Company's Registrar by not later than 2.15pm (BST) on Monday 12 May 2025. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io.

Appointing a proxy will not prevent you from attending and voting at the AGM if you wish. If I as Chair of the AGM, am appointed as proxy I will, of course, vote in accordance with any instructions given to me. If I am given discretion as to how to vote, I will vote in favour of each of the resolutions to be proposed at the AGM as recommended by the Directors.

Documents available on the website

This Notice of AGM and the Annual Report and Accounts for the year ended 31 December 2024 are published on our website www.tpicap.com.

Recommendation

The Directors believe that the resolutions set out in the Notice of AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of all of the resolutions to be proposed at the AGM. The Directors who own ordinary shares intend to vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully

Richard Berliand

Board Chair

3 TP ICAP GROUP PLC Notice of the 2025 Annual General Meeting

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of TP ICAP Group plc (the 'Company') will be held at the offices

of Allen & Overy Shearman Sterling LLP, One Bishops Square, London, E1 6AD on Wednesday 14 May 2025 at 2.15pm (BST) to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1 to 22 will be proposed as ordinary resolutions and Resolutions 23 to 28 will be proposed as special resolutions.

Ordinary Resolutions

Annual Report and Accounts

1. To receive on an advisory basis the Annual Report and Accounts for TP ICAP Group plc for the year ended 31 December 2024, including the reports of the Directors and auditors.

Report of the Remuneration Committee

1. That the Report of the Remuneration Committee (other than the part containing the Directors' Remuneration Policy) for the financial year ended 31 December 2024, as set out on pages 112 to 141 of the Annual Report and Accounts of TP ICAP Group plc for the financial year ended 31 December 2024, be approved.
2. That the new Directors' Remuneration Policy, the full text of which is set out on pages 123 to 128 of the Annual Report and Accounts for the financial year ended 31 December 2024, be approved.

Dividend

4. To declare a final dividend of 11.3p per ordinary share for the year ended 31 December 2024, payable on 23 May 2025 to shareholders on the register at the close of business on 11 April 2025.

Directors' re-election

1. To re-elect Richard Berliand as a Director.
2. To re-elect Nicolas Breteau as a Director.
3. To re-elect Kath Cates as a Director.
4. To re-elect Tracy Clarke as a Director.
5. To re-elect Angela Crawford-Ingle as a Director.
6. To re-elect Michael Heaney as a Director.
7. To re-elect Mark Hemsley as a Director.
8. To re-elect Philip Price as a Director.
9. To re-elect Robin Stewart as a Director.
10. To re-elect Amy Yip as a Director.

Auditors' re-appointment

15. To re-appoint PricewaterhouseCoopers LLP as auditors of TP ICAP Group plc to hold office from the conclusion of this AGM until the conclusion of the next AGM at which accounts are laid before the members of TP ICAP Group plc.

Auditors' remuneration

16. To authorise the Audit Committee of TP ICAP Group plc to fix the remuneration of the auditors.

Political donations

17. 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:

1. make political donations to political parties or independent election candidates, not exceeding £100,000 in total;
2. make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
3. 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 2026.

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.

Approval of the TP ICAP Group plc Executive Share Plan

18. That the rules of the TP ICAP Group plc Executive Share Plan (the 'ESP'), the principal terms of which are summarised in Appendix 2 of this Notice of AGM on pages 17 to 25, and which are produced in draft to this AGM, be and are hereby approved and the Directors be authorised to:

1. do all other acts and things as they may consider appropriate to implement the plan; and
2. establish schedules to, or further incentive plans based on, the ESP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the ESP.

4 TP ICAP GROUP PLC Notice of the 2025 Annual General Meeting

Approval of the TP ICAP Group plc Equity Deferral Plan

19. That the rules of TP ICAP Group plc's new Equity Deferral Plan (the 'EDP'), the principal terms of which are summarised in Appendix 2 to this Notice of AGM on pages 17 to 25, and which are produced in draft to this AGM, be and are hereby approved and the Directors be authorised to:

1. to do all such acts and things as they may consider appropriate to implement the plan; and
2. establish schedules to, or further incentive plans based on, the EDP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made available under any such schedules or further plans are treated as counting against the limits on individual or overall participation in the EDP.

Approval of the TP ICAP Group plc Global Employee Share Purchase Plan

20. That the rules of TP ICAP Group plc's new Global Employee Share Purchase Plan (the 'GESPP'), the principal terms of which are summarised in Appendix 2 to this Notice of AGM on pages 17 to 25, and which are produced in draft to this AGM, be and are hereby approved and the Directors be authorised to:

1. to do all other acts and things as they may consider appropriate to implement the plan; and
2. establish schedules to, or further incentive plans based on, the GESPP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the GESPP.

Approval of amendments to the TP ICAP Group plc Savings-Related Share Option Plan

21. That the amendments to the rules of TP ICAP Group plc's Savings-Related Share Option Plan (the 'Sharesave Plan'), produced in draft to the meeting with a summary of the main changes set out in Appendix 3 on page 26 to this Notice of AGM, be approved.

Directors' authority to allot shares

22. That:

1. 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:
2. 1. up to a maximum nominal amount of £62,648,820.88, 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 £62,648,820.88; and
   2. comprising equity securities (as defined in article 8 of the Articles), up to a maximum nominal amount of £125,297,641.77 (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);
3. 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 2026; and
4. 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.

5 TP ICAP GROUP PLC Notice of the 2025 Annual General Meeting

Notice of Annual General Meeting continued

Special Resolutions

To authorise the Directors to allot shares for cash other than on a pro-rata basis to existing shareholders

1. That:
2. 1. in accordance with article 8 of the Company's Articles of Association (the 'Articles') subject to the passing of Resolution 22, 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;
   2. 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;
   3. 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 £9,406,729.86;
   4. 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 2026; and
   5. 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.
3. That:
4. 1. in addition to any authority granted under Resolution 23 and in accordance with article 8 of the Company's Articles of Association (the 'Articles'), the Directors be given power:
   2. 1. subject to the passing of Resolution 23, to allot equity securities for cash as if article 7(b) of the Articles did not apply to such allotment; and
      2. 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:
      3. 1. limited to the allotment of equity securities up to a maximum nominal amount of £9,406,729.86; and
         2. 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;
   3. 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;
   4. 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 2026; and
   5. 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.

Authority to purchase own shares

25. 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:

1. the maximum number of ordinary shares which may be purchased is 75,253,839;
2. the minimum price which may be paid for each share is 25p (exclusive of expenses payable by the Company in connection with the purchase);
3. 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:
4. 1. 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
   2. 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;
5. this authority shall expire at the conclusion of the Company's next AGM or, if earlier, at the close of business on 1 July 2026 unless such authority is renewed prior to such time; and
6. 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.

6 TP ICAP GROUP PLC Notice of the 2025 Annual General Meeting

Amendment of the Memorandum and Articles of Association

26. That with effect from the conclusion of the meeting the articles of association of the Company be amended by deleting article 70 in its entirety and replacing it with a new article 70 as follows: 'The non-executive directors shall be paid such fees not exceeding in aggregate £1,500,000 per annum (or such larger sum as the Company may, by ordinary resolution, determine) as the board may decide to be divided among them in such proportion and manner as they agree or, failing agreement, equally. Any fee payable under this article shall be distinct from any remuneration or other amounts payable to a director under other provisions of these articles and shall accrue from day to day.'

Treasury Shares

27. Pursuant to Article 58A of the Companies (Jersey) Law 1991, the Company is authorised to hold as treasury shares any shares purchased by it pursuant to the authority conferred by resolution 25.

Notice of general meetings

28. To authorise the Directors to call a general meeting other than an AGM on not less than 14 clear days' notice.

By order of the Board.

Vicky Hart

Group Company Secretary TP ICAP Group plc

11 April 2025

Registered in Jersey No. 130617

Registered Office:

Grenville Street, St Helier, Jersey JE48PX

www.tpicap.com

7 TP ICAP GROUP PLC Notice of the 2025 Annual General Meeting

Explanatory Notes to the Notice of Annual General Meeting

The notes on the following pages give an explanation of the proposed Resolutions. Resolutions 1 to 22 are proposed as ordinary resolutions. For each of these Resolutions to be passed, more than half of the votes cast must be in favour of the Resolution. Resolutions 23 to 28 are proposed as special resolutions. For each of these Resolutions to be passed, at least three-quarters of the votes cast must be in favour of the Resolution.

Resolution 1: TP ICAP Group plc Annual Report and Accounts

The first item of business is the receipt by the shareholders on an advisory basis of the Annual Report and Accounts of TP ICAP Group plc for the year ended 31 December 2024 (the '2024 Annual Report and Accounts'). The Directors' Report, the accounts and the report of the Company's auditors on the accounts and on those parts of the Directors' Remuneration Report that are capable of being audited are contained within the 2024 Annual Report and Accounts. The 2024 Annual Report and Accounts can be found on the Company's website at https://tpicap.com/tpicap/investors/reports-and-presentations

Resolutions 2 and 3: Report of the Remuneration Committee

The Remuneration Committee of the Board is seeking shareholders' approval of the Report of the Remuneration Committee for the year ended 31 December 2024 (the 'Remuneration Committee Report'), which will be proposed as an ordinary resolution.

The Report of the Remuneration Committee includes an annual report detailing the remuneration of the Directors and a statement by the Chair of the Remuneration Committee. The Company will seek shareholders' approval on the contents of the Report of the Remuneration Committee on an annual basis. The vote is an advisory one.

In resolution 3 the shareholders are separately asked to approve the new Directors' Remuneration Policy which is set out on pages 123 to 128 of the 2024 Annual Report and Accounts. It is intended that this will take effect immediately after the AGM and will replace the existing policy that was approved by shareholders in 2022 which is due to expire this year. It is anticipated that the Directors' Remuneration Policy will be in force for three years although we will closely monitor regulatory changes and market trends and, if necessary, we may present a revised policy within that three-year period. The Directors' Remuneration Policy has been developed taking into account the principles of the UK Corporate Governance Code 2018 and the views of our major shareholders following an extensive consultation exercise during 2024 and early 2025.

Resolution 4: Dividend

Shareholders are asked to approve the final dividend payable for each ordinary share of 25p each held. The Board recommends the payment of a final dividend of 11.3p per ordinary share. This final dividend recommendation is consistent with our distribution policy announced to the market in October 2020, maintaining a full year dividend cover of approximately 2x underlying earnings.

Subject to approval by shareholders, the final dividend will be paid on 23 May 2025 to shareholders on the register at the close of business on 11 April 2025. The final dividend cannot be more than the amount the Directors recommend (which is 11.3p per ordinary share).

Resolutions 5 to 14: Re-election of Directors

In accordance with Provision 18 of the UK Corporate Governance Code 2018, all Directors will submit themselves for annual re-election by shareholders.

Biographical details of each of the Directors in office as at the date of this Notice of AGM, who are seeking re-election, appear in Appendix 1 to this Notice of AGM on pages 13 to 16. It is the Board's view that this information illustrates why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success. The Board believes that each Director standing for re-election brings considerable and wide-ranging skills and experience to the Board as a whole and makes an effective and valuable contribution to the deliberations of the Board.

A formal performance evaluation of individual Directors was carried out during 2024, as detailed on page 95 of the 2024 Annual Report and Accounts. After this process the Board is satisfied that each individual proposed for re-election has continued to perform effectively and demonstrates commitment to their role. The Board carries out a review of the independence of its Directors on an annual basis.

In considering the independence of the independent Non-executive Directors proposed for re-election, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code 2018 (as amended). Accordingly, the Board considers each of the Non-executive Directors to be independent in accordance with Provision 10 of the UK Corporate Governance Code 2018.

Resolution 15: Appointment of auditors

The auditors of a company must be appointed or reappointed at each general meeting at which the accounts are laid. Resolution 15 proposes, on the recommendation of the Audit Committee, the re-appointment of PricewaterhouseCoopers LLP ('PwC') as the Company's auditors, until the conclusion of the next general meeting of the Company at which accounts are laid.

Pages 106 to 107 of the 2024 Annual Report and Accounts describes how the Audit Committee assessed the effectiveness, independence, and performance of the external auditor for the 2024 year-end.

Resolution 16: Remuneration of auditors

This Resolution seeks shareholder consent for the Audit Committee of the Company to set the remuneration of the auditors.

Resolution 17: Political donations

Though there are no restrictions on political donations under Jersey law, the Company is seeking this authority as a matter of good governance and in line with best practice. It is the Company's policy not to make contributions to any political party, and at present, there is no intention to make donations to any political party or to incur any political expenditure. Shareholder approval is therefore being sought on a precautionary basis only. As for the prior year, during 2024 no political donations were made by the Company.

8 TP ICAP GROUP PLC Notice of the 2025 Annual General Meeting

Resolutions 18, 19, 20 and 21: Approval and amendment of incentive plans

During 2024, the Company conducted a review of its incentive arrangements and consequently is seeking shareholder approval for a new executive share plan ('ESP') and a new equity deferral plan ('EDP'). The new ESP will replace the Company's existing 'future-looking' executive incentive arrangements (under the Company's existing Long Term Incentive Plan ('LTIP') and Restricted Share Plan) and the new EDP will replace the Company's existing bonus deferral plans. No material changes to the operation of executive incentives are proposed but the Company is taking the opportunity, alongside the renewal of the Directors' Remuneration Policy this year (see Resolution 3)), to update, simplify and consolidate the plan rules. Executive Directors will be eligible to participate in the plans. Awards granted to Executive Directors will be consistent with the shareholder approved Directors' Remuneration Policy and the applicable terms will be fully disclosed as required by law.

This process will ensure that the Company's executive incentive arrangements reflect latest market and best practice, and will support the operation of the plans over their 10 year life-span.

The Company is also seeking shareholder approval for a new all-employee share incentive plan (the Global Employee Share Purchase Plan, or 'GESPP'), which will give employees the opportunity to buy shares in the Company on a regular basis, providing the opportunity for employees to become shareholders in TP ICAP Group plc and to benefit from long-term value creation by the Company. The GESPP proposes that all eligible employees of participating companies within the Group will be able to participate in the plan (subject to compliance with local laws). Furthermore, it is proposed that in recognition of the employee making an investment in the Company's shares under the GESPP, the Company will provide a 'matching share award', up to an agreed limit.

Finally, as part of the review, and following changes in best practice guidelines (including, primarily, the renewed Investment Association 'Principles of Remuneration', (which were published in October 2024), we are proposing some amendments to the Company's UK tax- advantaged Sharesave Plan ('Sharesave Plan') to provide increased flexibility for the Company and participants in the plan (within acceptable market levels).

The main provisions of the ESP, EDP and GESPP are summarised in Appendices 2 and 3 to this Notice, respectively and Resolutions 18, 19, and 20 propose the approval of these plans. The Resolutions also give the directors the authority to establish schedules to each of the plans, or to establish separate plans, that are commercially similar, for the purposes of granting awards to employees who are based outside the UK. Any awards made under such schedules or separate plans will count towards the limits on individual and overall participation in the plans.

The main changes to the Sharesave Plan are summarised in Appendix 3 to this Notice and Resolution 21 proposes the approval of these amendments to the Sharesave Plan.

Resolution 22: Directors' authority to allot shares

The authority in paragraph (a)(i) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to approximately one third (33.3%) of the total issued ordinary share capital of the Company (exclusive of treasury shares) which as at 11 March 2025, being the latest practicable date prior to publication of this Notice of AGM, is equivalent to a nominal value of £66,216,295.09.

The authority in paragraph (a)(ii) will allow the Directors to allot, including the shares referred to in paragraph (a)(i), further of the Company's shares in connection with a pre-emptive offer by way of a rights issue up to a nominal value of £125,297,641.77 which is equivalent to approximately two thirds (66.6%) of the total issued ordinary share capital of the Company, excluding treasury shares, as at 11 March 2025.

As at 11 March 2025, the Company held 42,852,543 shares in treasury, which represent 5.69% of the total number of ordinary shares in issue, excluding treasury shares, at that date.

The authority being sought renews the authority given to Directors of TP ICAP Group plc at the 2024 AGM and is in line with the Share Capital Management Guidelines issued by the Investment Association ('IA'). The IA Guidelines state that, in addition to directors' requests for authorisation to allot new shares in an amount up to one-third of a company's existing issued ordinary share capital, excluding treasury shares (as proposed in paragraph (a)(i) of Resolution 22), the IA will regard as routine any requests to authorise the allotment of shares in an amount up to a further one-third (as proposed in paragraph (a)(ii) of Resolution 22), provided that any shares allotted in an amount exceeding one-third are used solely for a rights issue and that the authority is only valid until the next AGM.

There are no present plans to allot new shares other than in connection with employee share and incentive plans. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise. If they do exercise this authority, the Directors intend to follow best practice as regards its use, as recommended by the IA. During 2024 the Board approved the issue of 6,720,000 fully paid ordinary shares of 25p by way of a block listing application. As announced on 27 August 2014 these new shares have been fully utilised to satisfy awards granted under the Company's approved employee share and incentive schemes.

If the Resolution is passed, the authority will expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 1 July 2026.

References in Resolution 22 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities) are to the nominal amount of shares that may be allotted pursuant to the rights.

Resolutions 23 and 24: Disapplication of pre-emption rights

Resolution 23 deals with the authority of the Directors to allot new shares or other equity securities (pursuant to the authority given by Resolution 22), or sell treasury shares, for cash without the shares or other equity securities first being offered to shareholders in proportion

9 TP ICAP GROUP PLC Notice of the 2025 Annual General Meeting

Explanatory Notes to the Notice of Annual General Meeting continued

to their existing holdings. The authority sought is in line with institutional shareholder guidance and the Pre-emption Group's Statement of Principles issued in 2015 (the '2015 Pre-Emption Group Principles'). Like at the 2024 AGM, at its 2025 AGM the Company is not seeking to utilise the revised disapplication authority available under the updated Pre-emption Group's Statement of Principles issued on

4 November 2022.

Such authority shall only be used in connection with a pre-emptive offer, or otherwise, up to an aggregate nominal amount

of £9,406,729.86, being approximately 5% of the total issued ordinary share capital, excluding treasury shares, of the Company as at 11 March 2025.

The 2015 Pre-emption Group Principles supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities (and sales of treasury shares for cash) representing no more than an additional 5% of issued ordinary share capital, to be used only in connection with an acquisition or specified capital investment. The 2015 Pre-emption Group Principles defines 'specified capital investment' as meaning one or more specific capital investment-related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets that are the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

Accordingly, and in line with the template resolutions published by the Pre-emption Group in accordance with the 2015 Pre-Emption Group Principles, Resolution 24 seeks to authorise the Directors to allot new shares and other equity securities pursuant to the authority given by Resolution 23, or sell treasury shares, for cash up to a further nominal amount of £9,406,729.86 being approximately 5% of the total issued ordinary share capital, excluding treasury shares, of the Company as at 11 March 2025, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. The authority granted by Resolution 24 would be in addition to the general authority to disapply pre-emption rights under Resolution 23. The maximum nominal value of equity securities which could be allotted if both authorities were used would be £18,813,459.73 which represents approximately 10% of the issued share capital, excluding treasury shares, of the Company as at 11 March 2025 (being the latest practicable date prior to publication of this Notice).

If these Resolutions are passed, the authorities will expire at the end of the next AGM or at the close of business on 1 July 2026, whichever is the earlier. The Board considers the authorities in Resolutions 23 and 24 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a rights issue or other pre-emptive offer.

The Board intends to adhere to the provisions in the 2015 Pre-emption Group Principles and not to allot shares for cash on a non-preemptive basis in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company within a rolling three-year period (other than in connection with an acquisition or specified capital investment) without prior consultation with shareholders. During 2024 the authorities granted at the 2024 AGM were utilised. The allotment of new shares detailed on pages 9 and 10 of this Notice was within the above stated thresholds

Resolution 25: Purchase of own shares

The effect of Resolution 25 is to authorise the Company to purchase its own ordinary shares, up to a maximum of 75,253,839 ordinary shares, until the AGM in 2026 or at the close of business on 1 July 2026, whichever is the earlier. This represents 10% of the ordinary shares in issue, excluding treasury shares, as at 11 March 2025, being the latest practicable date prior to the publication of this Notice. The Company's exercise of this authority is subject to the stated upper and lower limits on the price payable.

Pursuant to the Companies (Jersey) Law 1991, the Company can hold any shares which are purchased as treasury shares and either sell them, cancel them, transfer them for the purposes of or under an employees' share scheme or hold the shares without cancelling, selling or transferring them. Holding the repurchased shares as treasury shares will give the Company the ability to re-sell or transfer them in the future and will provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares. Shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently re-sold or transferred out of treasury).

The Directors consider it desirable and in the Company's interests for shareholders to grant this authority, and remain mindful of the IA Share Capital Management guidelines in force at any time. The Directors intend to exercise this authority only when conditions are favourable with a view to enhancing earnings per share of the ordinary share capital in issue after the purchase and accordingly they believe that the purchase is in the interests of the shareholders. Since the 2024 AGM the Company has exercised the authorities granted at the 2024 AGM to complete two buyback programmes for a total of £60m from March 2024 to August 2024 and from August 2024 to January 2025 in which the Company bought back a total of 42,852,543 shares. As at 11 March 2025, being the latest practicable date prior to publication of this Notice, there were no outstanding warrants or options to subscribe for ordinary shares in the Company and the Company held 42,852,543 treasury shares.

Resolution 26: Amendment to the Memorandum and Articles of Association

Under Jersey law, a company requires shareholder approval to make changes to the Memorandum and Article of Associations.

In order to provide sufficient headroom to be able to provide increases in non-executive directors' fees in line with the Group's employee population it is proposed that with effect from the conclusion of the meeting articles of association of the Company be amended by deleting article 70 in its entirety and replacing it with a new article 70 as follows:

"The non-executive directors shall be paid such fees not exceeding in aggregate £1,500,000 per annum (or such larger sum as the Company may, by ordinary resolution, determine) as the board may decide to be divided among them in such proportion and manner as they may agree or, failing agreement, equally. Any fee payable under this article shall be distinct from any remuneration or other amounts payable to a director under other provisions of these articles and shall accrue from day to day."

10 TP ICAP GROUP PLC Notice of the 2025 Annual General Meeting