Intermediate Capital Group PLC — Proxy Solicitation & Information Statement 2012

Jun 8, 2012

ICQ

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of INTERMEDIATE CAPITAL GROUP PLC
invites you to attend the Annual General Meeting of the
Company to be held at Juxon House, 100 St Paul's
Churchyard, London EC4M 8BU on 10 July 2012 at 2.00 pm.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 10 July 2012

Cast your Proxy online...It's fast, easy and secure!

www.investorcentre.co.uk/eproxy

Control Number: 911324 SRN: PIN:

You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions.

View the Notice of Meeting and Annual Report online: http://www.icgplc.com/shareholders/shareholders.aspx

Register at www.investorcentre.co.uk - manage your shareholding online, the easy way!

To be effective, all proxy appointments must be lodged with the Company's Registrars at:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 6 July 2012 at 2.00 pm.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 1064 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on 6 July 2012, being two working days before the day of the meeting. Changes to entries

on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
2. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 707 1064 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
3. Any alterations made to this form should be initialed.
4. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
5. Resolutions 13 - 15 are proposed as special resolutions. All other resolutions are proposed as ordinary resolutions.
6. If two or more persons are joint holders of a share, then the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

001CSP0091

104523_39309_RUN_ONS/000002/000002/001CSP0091.0

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Poll Card To be completed only at the AGM if a Poll is called.

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive the financial statements and reports of the directors and auditors for the financial year ended 31 March 2012.	☐	☐	☐
2. To approve the Directors' Remuneration Report for the financial year ended 31 March 2012.	☐	☐	☐
3. To declare a final dividend of 13 pence per ordinary share for the financial year ended 31 March 2012.	☐	☐	☐
4. To reappoint Deloitte LLP as auditors of the Company to hold office as the Company's auditors until the conclusion of the Company's Annual General Meeting in 2013.	☐	☐	☐
5. To authorise the directors to set the remuneration of the auditors.	☐	☐	☐
6. To reappoint Justin Dowley as a director.	☐	☐	☐
7. To reappoint Christophe Evain as a director.	☐	☐	☐
8. To reappoint Philip Keller as a director.	☐	☐	☐
9. To reappoint Peter Gibbs as a director.	☐	☐	☐
10. To reappoint Kevin Parry as a director.	☐	☐	☐
11. To reappoint Benoit Durteste as a director.	☐	☐	☐
12. To grant the directors authority to allot shares pursuant to section 551 of the Companies Act 2006.	☐	☐	☐
Special Resolutions	☐	☐	☐
13. Subject to the passing of resolution 12, to authorise the directors to dis-apply pre-emption rights pursuant to sections 570 (1) and 573 of the Companies Act 2006.	☐	☐	☐
14. To authorise the Company to make market purchases of its ordinary shares pursuant to section 701 of the Companies Act 2006.	☐	☐	☐
15. To approve that a general meeting of the Company (other than the annual general meeting) may be called on not less than 14 clear days' notice.	☐	☐	☐

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of INTERMEDIATE CAPITAL GROUP PLC to be held at Juxon House, 100 St Paul's Churchyard, London EC4M 8BU on 10 July 2012 at 2.00 pm, and at any adjourned meeting.

• For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive the financial statements and reports of the directors and auditors for the financial year ended 31 March 2012.	☐	☐	☐
2. To approve the Directors' Remuneration Report for the financial year ended 31 March 2012.	☐	☐	☐
3. To declare a final dividend of 13 pence per ordinary share for the financial year ended 31 March 2012.	☐	☐	☐
4. To reappoint Deloitte LLP as auditors of the Company to hold office as the Company's auditors until the conclusion of the Company's Annual General Meeting in 2013.	☐	☐	☐
5. To authorise the directors to set the remuneration of the auditors.	☐	☐	☐
6. To reappoint Justin Dowley as a director.	☐	☐	☐
7. To reappoint Christophe Evain as a director.	☐	☐	☐
8. To reappoint Philip Keller as a director.	☐	☐	☐

Please use a black pen. Mark with an X inside the box as shown in this example. ☐ X

For	Against	Vote Withheld
9. To reappoint Peter Gibbs as a director.	☐	☐
10. To reappoint Kevin Parry as a director.	☐	☐
11. To reappoint Benoit Durteste as a director.	☐	☐
12. To grant the directors authority to allot shares pursuant to section 551 of the Companies Act 2006.	☐	☐
Special Resolutions	☐	☐
13. Subject to the passing of resolution 12, to authorise the directors to dis-apply pre-emption rights pursuant to sections 570 (1) and 573 of the Companies Act 2006.	☐	☐
14. To authorise the Company to make market purchases of its ordinary shares pursuant to section 701 of the Companies Act 2006.	☐	☐
15. To approve that a general meeting of the Company (other than the annual general meeting) may be called on not less than 14 clear days' notice.	☐	☐

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

DD/MM/YY

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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