Pre-Annual General Meeting Information • Jun 9, 2011
Pre-Annual General Meeting Information
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If you are in any doubt as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all your ordinary shares in ICAP plc you should forward this document and the accompanying form of proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was made.
Chairman's letter and notice of annual general meeting 2011
Notice of the annual general meeting of ICAP plc to be held at 2 Broadgate, London EC2M 7UR at 11.00 am on Wednesday, 13 July 2011 is set out on pages 2 to 6 of this document.
Whether or not you propose to attend the annual general meeting, please complete and submit the form of proxy in accordance with the instructions printed on the enclosed form. Forms of proxy must be received not less than 48 hours before the time of the holding of the annual general meeting.
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ICAP plc 2 Broadgate London EC2M 7UR
9 June 2011
The annual general meeting of ICAP plc (the Company) is to be held at 11.00 am on Wednesday, 13 July 2011 at the offices of ICAP plc, 2 Broadgate, London EC2M 7UR. As you will see from the notice of meeting which follows this letter (the Notice), there are a number of items of business to be considered at this year's annual general meeting.
Shareholders will have the opportunity to put any questions to the directors before the resolutions set out in the Notice are proposed.
This year we will offer for re-appointment or re-election all directors with the exception of the Group Chief Operating Officer, Mark Yallop. After six years at ICAP, Mark has decided to leave the Group. He has agreed to remain until a successor is appointed and will therefore not stand for annual re-election at this annual general meeting.
Resolutions 1 to 14, 17 and 19 are ordinary resolutions and will be passed if more than 50% of votes are cast in favour.
Resolutions 15, 16 and 18 are special resolutions and will be passed if at least 75% of the votes are cast in favour.
Following this letter is the Notice setting out the resolutions referred to above together with a separate form of proxy. You are requested to complete, sign and return the form of proxy as soon as possible whether or not you intend to be present at the annual general meeting and, in any event, so as to reach the Company's registrars by 11.00 am on Monday, 11 July 2011. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting should you subsequently decide to do so.
Your directors believe that all the resolutions to be proposed at the annual general meeting are in the best interests of the Company and its shareholders as a whole and will be voting in favour of them and unanimously recommend that you do so as well.
Yours faithfully
Chairman
Registered office as above Registered in England & Wales No: 3611426
Notice is hereby given that the thirteenth annual general meeting of ICAP plc (the Company) will be held at the offices of ICAP plc, 2 Broadgate, London EC2M 7UR at 11.00 am on Wednesday, 13 July 2011 to consider and, if thought fit, to pass the following resolutions of which resolutions 1 to 14, 17 and 19 will be proposed as ordinary resolutions and resolutions 15, 16 and 18 will be proposed as special resolutions.
The directors are required to present the directors' report and the financial statements of the Company for adoption by the shareholders at the annual general meeting of the Company. Accordingly, resolution 1 presents the financial statements for the year ended 31 March 2011 together with the reports of the directors and auditors thereon and proposes them for adoption.
Shareholder approval is required for the payment of a final dividend as recommended by the board of directors. Subject to shareholder approval this dividend will be paid on 19 August 2011 to those shareholders on the Company's register of members as at close of business on 22 July 2011.
The board has considered and agreed that annual re-election of the directors of the Company will commence this year in advance of the UK Corporate Governance Code formally applying to the Company. Under Article 115 of the Company's articles of association, each director appointed by the board of directors since the last annual general meeting is required to stand for re-appointment at the next annual general meeting following their appointment by the board of directors. Iain Torrens was appointed as an executive director and Hsieh Fu Hua, Diane Schueneman and Robert Standing were appointed as independent non-executive directors since the last annual general meeting. The board believes that the directors appointed during the year bring significant relevant experience in areas of business and geographi s which will be increasingly important for the Company. Accordingly, resolutions 6, 7, 8 and 10 offer each of these directors for re-appointment. e
Resolutions 3, 4, 5, and 9 offer for re-election each of the other directors. The board has considered and agreed that each of Charles Gregson, Michael Spencer, John Nixon and John Sievwright, who all stand for re-election, continue to perform effectively and to demonstrate commitment to their roles.
Each director will be offered for re-appointment or re-election by separate resolution.
Appointed in 2001, Charles Gregson is the non-executive Chairman of ICAP having been the executive Chairman from 1998 to 2001. He is chairman of the nomination committee. Between 1978 and 1998, he was responsible for the Garban businesses that demerged from United Business Media plc in 1998 and then merged with Intercapital plc in 1999 to form ICAP. He was chief executive of PR Newswire Association Inc and served on the board of United Business Media plc. Charles is a non-executive director of International Personal Finance plc, Caledonia Investments plc and St. James's Place plc and the non-executive chairman of CPP Group Plc.
Michael Spencer is the Group Chief Executive Officer and a member of the nomination committee. He was the founder of Intercapital plc in 1986 and became Chairman and Chief Executive Officer of Intercapital plc in October 1998, following the Exco/Intercapital merger. Michael, together with IPGL Limited and its subsidiary companies, is a substantial shareholder in the Company. Michael resigned from his role as Treasurer of the Conservative Party in October 2010.
John Nixon was appointed an executive director of ICAP in May 2008 and is the Group Executive Director, ICAP Americas, having been chief executive officer of ICAP Electronic Broking and the information business. Prior to his full time involvement with the Company, John served from 1998 to 2002 as a non-executive director of ICAP. He was previously the Chief Executive Officer of Tullett and Tokyo Forex, now part of Tullett Prebon, where he worked from 1978 to 1997.
Iain Torrens is Group Finance Director and was appointed an executive director of ICAP in November 2010. He joined ICAP in 2006 as group treasurer and became group financial controller in 2008. Before joining ICAP, Iain worked in a number of senior financial roles for CP Ships Limited and Cookson Group plc. He is a Chartered Accountant and Chartered Secretary.
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Hsieh Fu Hua is an independent non-executive director of ICAP appointed in January 2011. Fu Hua is Executive Director and President of Temasek Holdings (Private) Limited, Singapore. He was formerly chief executive officer and non-independent director of the Singapore Exchange from 2003 to 2009. He is also co-founder and adviser of the PrimePartners group of companies, a corporate and investment advisory business based in Singapore. Before forming PrimePartners in 1993, he headed Morgan Grenfell Asia Holdings Pte Ltd which he joined in 1974.
Diane Schueneman is an independent non-executive director appointed in July 2010 and is a member of the audit and risk, nomination and remuneration committees. Diane was previously an independent consultant to the US Internal Revenue Service Commissioner for McKinsey & Company. She built an extensive career at Merrill Lynch and until 2008 was Senior Vice President, Head, Global Infrastructure Solutions and a Member of the Executive Operating Committee. During her career she has covered fixed income sales, business management, operations, client services and technology. Diane currently serves on two not-for-profit boards, Year Up and National Cooperative Cancer Network Foundation. She is on the advisory board of the United Bank for Africa Group New York.
John Sievwright is an independent non-executive director appointed in July 2009. He is chairman of the audit and risk committee and a member of the nomination and remuneration committees. Previously, John was Chief Operating Officer, International, for Merrill Lynch, based in New York, Tokyo and London. He has also held a number of senior positions at Merrill Lynch, including Chief Operating Officer, Global Markets and Investment Banking; Head of Global Futures and Options and Chief Administrative Officer for the Debt Markets and Global Equity Derivatives Divisions. John is also a non-executive director of FirstGroup plc.
Robert Standing is an independent non-executive director appointed in July 2010. He is chairman of the remuneration committee and a member of the audit and risk and nomination committees. Robert is a principal of London Diversified Fund Management which was founded within the JPMorgan group in 1995 and separated out in 2002. Robert joined JPMorgan's predecessor in 1982, spending two years developing new products before joining the Capital Markets division in 1985. He subsequently worked in a range of roles before becoming Head of Fixed Income and Foreign Exchange for EMEA in 1998. Robert is one of the founders of the Hedge Fund Standards Board.
The Company's auditors must be appointed in relation to each financial year of the Company. Accordingly, resolution 11 seeks to approve the appointment of PricewaterhouseCoopers LLP as the Company's auditors for the financial year ending 31 March 2012.
Resolution 12 authorises the directors to agree the remuneration of PricewaterhouseCoopers LLP for their services as auditors.
Resolution 13 presents the remuneration report for the financial year ended 31 March 2011 to the shareholders for approval. This resolution is an advisory resolution only and, as permitted by law, no entitlement to remuneration is made conditional on this resolution being passed.
The report of the remuneration committee can be found on pages 53 to 60 of the 2011 Annual Report.
Resolution 14, which is an ordinary resolution, grants the directors the authority to allot shares. Under the Act, the directors may not allot new shares in the Company without the authority of shareholders in general meeting, except for the issue of shares under the Company's share or share option plans. The authority contained in resolution 14(a) is a general authority permitting the directors to allot shares up to an aggregate nominal amount of £22,004,083 and the authority contained in resolution 14(b) gives directors authority to allot equity securities up to an aggregate nominal amount (when added to allotments under 14(a)) of £44,008,166 where the allotment is in connection with a rights issue.
These amounts represent approximately one-third and approximately two-thirds respectively of the issued ordinary share capital of the Company (excluding Treasury Shares) as at 25 May 2011, the latest practicable date prior to the publication of the Notice. As at 25 May 2011 the Company held 4,153,154 Treasury Shares representing 0.63% of the issued ordinary share capital of the Company (excluding Treasury Shares).
If given, these authorities will expire at the conclusion of the annual general meeting in 2012 (or, if earlier, on 30 September 2012). The directors have no present intention of exercising these authorities. Where use of these authorities exceeds the thresholds suggested in guidance issued by the Association of British Insurers (the ABI) concerning directors' power to allot share capital in the context of a rights issue, the directors will stand for re-election at the following annual general meeting, to the extent required by the ABI and to the extent not already doing so in accordance with applicable corporate governance requirements.
as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of Treasury Shares:
and (unless previously renewed, varied or revoked by the Company in general meeting) shall expire at the conclusion of the annual general meeting of the Company in 2012 (or, if earlier, on 30 September 2012), save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted, or Treasury Shares to be sold after such expiry and the directors may allot equity securities, or sell Treasury Shares, in pursuance of any offer or agreement as if the authority conferred hereby had not expired. These authorities shall be in substitution for and shall replace any existing authorities to the extent not utilised at the date of this resolution if passed.
Resolution 15, which is a special resolution, empowers the directors to allot equity securities or sell Treasury Shares for cash without first offering them to existing shareholders pro rata to their existing holdings. Apart from offers or invitations in proportion to the respective numbers of shares held, this power will be limited to the allotment of equity securities and sale of Treasury Shares for cash up to an aggregate nominal amount of £3,300,612, representing approximately 5% of the issued ordinary share capital of the Company (excluding Treasury Shares) as at 25 May 2011, the latest practicable date before publication of the Notice. If given, this authority will also expire at the conclusion of the annual general meeting in 2012 (or, if earlier, on 30 September 2012).
The directors have no present intention of exercising the authorities sought in resolution 15. The directors will have due regard to institutional shareholders' guidelines in relation to any exercise of these authorities, in particular the requirement for advance consultation and explanation before making any non pre-emptive cash issue pursuant to resolution 15 which would result in the issue of more than 7.5% of the Company's issued share capital (including Treasury Shares) on a non pre-emptive basis during any rolling three-year period.
Resolution 16, which is a special resolution, empowers the Company to purchase its own ordinary shares by market purchases not exceeding approximately 10% of the Company's issued share capital (excluding Treasury Shares) as at 25 May 2011. The maximum and minimum prices are stated in the resolution. The directors believe that it is advantageous for the Company to continue to have this flexibility to make market purchases of its own shares. In the event that shares are purchased, they would either be cancelled (and the number of shares in issue would be reduced accordingly) or retained by the Company as Treasury Shares which can then in the future be cancelled, re-sold or issued under the Company's share and share option plans. This would give the Company the ability to re-issue Treasury Shares quickly and cost effectively and would provide the Company with additional flexibility in the management of its capital base. The directors would exercise this authority only if they were satisfied that a purchase would result in an increase in expected earnings per share and would be in the interests of shareholders generally. This authority, if given, will expire at the conclusion of the annual general meeting to be held in 2012 (or, if earlier, on 30 September 2012).
Resolution 17 will be proposed as an ordinary resolution to approve the making of political donations and incurring of political expenditure by the Company and any of its subsidiary companies of up to an aggregate amount of £100,000 in the period to the Company's annual general meeting to be held in 2012. The Act contains restrictions on companies making donations to political organisations or incurring political expenditure without prior shareholder approval. The directors have no present intention to make political donations but, because of the broad definitions of political donations and political expenditure contained within the Act, the directors consider it prudent to obtain this shareholder approval. There has been no expenditure under the corresponding authority obtained at the 2010 annual general meeting of the Company.
Resolution 18 will be proposed as a special resolution and seeks to renew an authority granted at last year's annual general meeting to allow the Company to call general meetings (other than the annual general meeting) on 14 clear days' notice. This authority will expire at the conclusion of the annual general meeting in 2012, when it is intended that a similar resolution will again be proposed. The flexibility afforded by the passing of this resolution will not be used as a matter of routine but will only be used where, taking into account the circumstances, the directors consider it appropriate in relation to the business to be considered at the meeting in question and in the best interests of shareholders as a whole. The Act requires that in order for the Company to be able to utilise this authority and call a general meeting (other than an annual general meeting) on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders in respect of the meeting in question.
Resolution 19, which is an ordinary resolution, proposes the adoption of the Plan. The Company's current Unapproved Company Share Option Plan was established in 2001 and has come to the end of its ten year life. The directors consider that the plan remains integral to its remuneration strategy and is an important tool in the retention and incentivisation of key employees. Accordingly, shareholder approval is being sought for the introduction of a replacement plan which is substantially similar to the existing plan but updated to reflect current market practice. The principal change is that the dilution limits recommended by institutional investor guidelines will apply to any new shares which may be issued to satisfy options granted under the Plan. The main terms of the Plan are summarised in the appendix.
By order of the board
Group Company Secretary ICAP plc 2 Broadgate London EC2M 7UR 9 June 2011
If you have sold or transferred all your ordinary shares in the Company, you should forward this document and the accompanying form of proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was made.
A member entitled to attend and vote may appoint a proxy or proxies who need not be a member of the Company to attend, to speak and to vote at the meeting on their behalf. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by them. Forms of proxy must be returned so as to be received by the ICAP Share Register, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, not later than 11.00 am on Monday, 11 July 2011 (being 48 hours before the time of the meeting). Appointing a proxy will not preclude a member attending and voting in person at the meeting.
Shareholders who would prefer to register the appointment of their proxy electronically via the internet can do so by visiting www.icap-shares.com and following the instructions provided. Appointment of proxies through CREST
Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are given below.
CREST members who wish to appoint a proxy or proxies for the annual general meeting, including any adjournment(s) thereof, through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given for a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Capita Registrars (ID RA10) by the latest time for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Capita Registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 and section 360B of the Act, the Company specifies that in order to have the right to attend and vote at the meeting (and also for the purpose of calculating how many votes a person entitled to attend and vote may cast) a person must be entered on the register of holders of the ordinary shares of the Company by not later than 5.30 pm on 11 July 2011 being two business days before the time fixed for the meeting. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting and the number of shares on which they can vote.
Shareholders have the right to ask questions relating to the business of the annual general meeting and the Company has the obligation to answer such questions unless to do so would fall within one of the statutory exceptions. Therefore, no answer will be given if:
Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a Nominated Person) may have a right, under an agreement between him and the shareholder by whom he was nominated, to be appointed (or to have someone else appointed) as a proxy for the annual general meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
Any corporation which is a shareholder of the Company can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual shareholder, provided they do not do so in relation to the same shares.
The following documents will be available for inspection at the Company's registered office during normal business hours from the date of this Notice until the date of the annual general meeting and at the place of the annual general meeting from 15 minutes prior to and up until the close of the meeting:
– copies of the executive directors' service agreements; and
– copies of the letters of appointment of non-executive directors; and
– copy of the ICAP plc 2011 Unapproved Company Share Option Plan rules.
As at 25 May 2011, being the latest practicable date before publication of this Notice, the Company's issued share capital consisted of 664,275,672 ordinary shares including 4,153,154 Treasury Shares. Therefore the total voting rights in the Company at that date were 660,122,518.
Shareholders should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the annual general meeting; or (ii) any circumstance connected with the auditors of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act (in each case) that the members propose to raise at the annual general meeting. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the annual general meeting includes any statement that the Company has been required under section 527 of the Act to publish on its website.
A copy of the Notice and other information required by section 311A of the Act can be found at www.icap.com.
You may not use any electronic address (within the meaning of section 333(4) of the Act) provided in this Notice (or in any related documents including the Chairman's letter and form of proxy) to communicate with the Company for any purposes other than those expressly stated.
Any employee (including an executive director) of the Company or any participating member of the Group who is required to devote substantially the whole of his working time to his employment or office is eligible to participate in the Plan. There is no specified ratio between the number of shares subject to an option granted to an eligible employee and the employee's salary. The board of directors of the Company (the board) may in its absolute discretion grant options to eligible employees to acquire ordinary shares of the Company (shares).
In relation to eligible employees resident in the US, the Plan provides that options may be granted to them at the discretion of the board either as Incentive Stock Options or Non-Qualified Stock Options.
Options may normally only be granted within 42 days after the approval of the Plan by the Company in general meeting or within 42 days after the announcement of the Company's annual or half-year results. Options may also be granted at any other time at which the board determines that there are exceptional circumstances which justify the grant of an option. No option may be granted later than ten years after the approval of the Plan by the Company in general meeting.
Options will be allocated by the board's remuneration committee.
No payment is required for the grant of an option.
The board shall grant an option subject to an objective performance condition. The performance condition shall not be capable of variation or waiver unless circumstances occur which cause the board to consider, exceptionally, that the condition shall have ceased to be appropriate whereupon the board may vary or waive such condition so that any new condition imposed or any variation is, in its opinion, fair and reasonable.
The terms of the performance condition are that options will become exercisable in three equal instalments on each of the third, fourth and fifth anniversaries of the date of grant subject, on each anniversary, to a minimum requirement that the earnings per share must be in excess of growth in the Retail Price Index by at least 9% over the three years from date of grant. The remuneration committee will regularly monitor the continuing suitability of the performance condition and may impose a different performance condition on new options granted under the Plan having regard to prevailing market conditions, subject to the proviso that any new performance condition would be more onerous than that described above.
No option may be granted to any individual at any time if, as a result, the aggregate number of shares issued or issuable pursuant to options granted to him under the Plan would exceed 1,250,000.
On any date, no option may be granted under the Plan if, as a result, either of the following limits would be exceeded:
Shares which have been the subject of options or rights granted under any share plan which have lapsed shall not be taken into account for the purposes of these limits.
The exercise price of an option shall be determined by the board and shall not be less than the market value of a share for the last dealing day preceding the date of grant (or, in the case only of an option to subscribe for shares, the nominal value of a share if higher). In the case of option holders resident in the US, the exercise price of Incentive Stock Options will be the fair market value of the shares on the date of grant of the option if it is higher than the exercise price otherwise determined.
In normal circumstances, an option becomes capable of exercise in three equal instalments, one on each of the third, fourth and fifth anniversaries of its date of grant provided that the performance condition to which it is subject has been fulfilled or waived (see paragraph 3). Options lapse to the extent that the performance conditions attached to them have not been fulfilled and are incapable of being fulfilled. An option lapses on the expiry of ten years from its date of grant.
An option will become exercisable immediately (notwithstanding that the performance condition has not been met) on the death of a participant. On death, an option is exercisable for a period of 12 months from the date of death on the expiry of which period it will lapse.
Where a participant ceases employment with the Group, for whatever reason, an option will lapse immediately unless the board determines otherwise. In that case, the board shall determine the period during which the option may be exercised and the extent to which it may be exercised. If the relevant performance condition has not been met at the date of cessation of employment, the maximum number of shares over which an option may be exercised will be determined by reference to the extent to which the performance condition has been fulfilled over the reduced performance period and will then be pro-rated according to the length of the reduced performance period when compared to the original performance period.
In the event of any variation in the share capital of the Company, adjustments to the number of shares subject to options and the exercise price may be made so as to give participants the same proportion of the equity capital as that to which they were previously entitled.
If another company acquires control of the Company as a result of a takeover or a scheme of arrangement, an option may be exchanged for an option over shares in the acquiring company if the participant so wishes and the acquiring company agrees. Otherwise, a participant must exercise an option within six months or it lapses.
If the Company passes a resolution for a voluntary winding up, any subsisting option must be exercised within six months of the passing of that resolution or it lapses.
Until options are exercised, option holders have no voting or other rights in respect of the shares subject to their options.
Shares issued or transferred pursuant to the Plan shall rank pari passu in all respects with the shares already in issue except that they will not rank for any dividend or other distribution paid or made by reference to a record date falling prior to the date of exercise of the option. Benefits obtained under the Plan shall not be pensionable.
Options are not assignable or transferable.
The Plan will be administered by the remuneration committee which may amend the Plan by resolution provided that:
The board may at any time, and without further formality, establish further plans in overseas territories, any such plan to be similar to the Plan but modified to take account of local tax, exchange control or securities laws, regulation or practice. Shares made available under any such plan will count against the limits on overall or individual participation in the Plan.
The Plan may be terminated at any time by resolution of the board or of the Company in general meeting and shall in any event terminate on the tenth anniversary of the date on which the Plan is approved by the Company in general meeting. Termination will not affect the outstanding rights of participants.
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2 Broadgate London EC2M 7UR United Kingdom Telephone +44 20 7000 5000 Email [email protected] Website www.icap.com Company number 3611426
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