TP ICAP Group PLC — Proxy Solicitation & Information Statement 2026

Apr 9, 2026

TP ICAP

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, please seek 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 2026 Annual General Meeting of TP ICAP Group plc

('AGM') to be held on Wednesday 13 May 2026 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

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TP ICAP

TP ICAP Group plc
Registered in Jersey no. 130617

9 April 2026

Dear shareholder,

On behalf of the Board, I am pleased to invite you to attend the Annual General Meeting ("AGM") of TP ICAP Group plc (the "Company"), held at the offices of Allen & Overy Shearman Sterling LLP, One Bishops Square, London, E1 6AD on Wednesday 13 May 2026 at 2.15pm (BST). The AGM will be held as an in-person meeting only and we look forward to welcoming you. For those of you who are unable to attend on the day, we remain keen to engage and encourage you to submit your vote in advance of the meeting following the instructions set out in this Notice.

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 10.

Dividend

Shareholders are reminded that TP ICAP Group plc declared an interim dividend of 5.2p per share that was paid on 7 November 2025. The Board is recommending a final dividend of 11.6p 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 Board are seeking shareholder approval of the Report of the Remuneration Committee for the year ended 31 December 2025 (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 detailing the process and considerations of the Committee when determining remuneration outcomes for the year. In accordance with applicable regulations, the shareholder vote on the Remuneration Committee Report is advisory in nature and payments made to Directors are not conditional on the outcome of the vote.

Following the approval of the Directors' Remuneration Policy at the 2025 AGM, we are not presenting a new or revised Directors' Remuneration Policy to a shareholder vote at the 2026 AGM. The full Directors' Remuneration Policy can be found on pages 123 to 128 of the 2024 Annual Report, which is available to view on the Company's website. It is intended that the Directors' Remuneration Policy will remain in force until the 2028 AGM, when the policy is due for renewal.

Election and re-election of Directors

During the year the structure, size and composition of the Board and its Committees was kept under constant review. As a part of the review, attention was given to the application of the UK Listing Rules in relation to diversity targets. Diversity is considered in its broadest sense, not just in respect of gender, but also age, experience, ethnicity and geographical expertise.

The Board were pleased to appoint Stuart Staley with effect from 1 June 2025, who will stand for election by shareholders at the 2026 AGM. Stuart was appointed following a thorough and robust search process, as detailed on page 97 of the Nominations & Governance Committee report in the 2024 Annual Report and Accounts. He brings substantial experience from his executive career and directorship roles, and is a great addition to our Board complementing the skillset of the Board as a whole. Further information on Stuart's skills and experience appears in Appendix 1 to this Notice of AGM. The Board would like to thank Michael Heaney, who stepped down from the Board on 31 October 2025, for his contribution to the Board during his tenure.

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 Board's membership continues to meet the UK Listing Rules and FTSE Women Leaders guidelines on gender and ethnicity diversity. The related numerical data on gender and ethnicity representation across the Board and the senior management can be found on page 69 of the 2025 Annual Report and Accounts.

The Nominations & Governance Committee has also reviewed each Director's independence and time commitment to the Company in light of their other commitments. The Committee has concluded that the Directors have sufficient time to commit to their roles. Each of the seven Non-executive Directors (including the Board Chair who was deemed independent on appointment) continue to be considered independent. The Board is pleased to recommend all Directors who are seeking election and re-election at the AGM in 2026, and their biographies can be found in Appendix 1 to this Notice of AGM.

TP ICAP GROUP PLC Notice of the 2026 Annual General Meeting

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TP ICAP GROUP PLC Notice of the 2026 Annual General Meeting

Voting and shareholder questions

We believe that the AGM is an important opportunity for the Board to engage with you, our shareholders, and 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 to attend the AGM, we encourage you to register your proxy electronically. The website for electronic proxy appointment is uk.investorcentre.mpms.mufg.com. If 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.com or 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 11. To be valid, proxy appointments must be lodged with the Company's Registrar by not later than 2.15pm (BST) on Monday 11 May 2026. 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.

Shareholders attending the AGM in person will also be able to cast their vote and ask questions during the meeting in the usual way.

Documents available on the website

This Notice of AGM and the Annual Report and Accounts for the year ended 31 December 2025 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

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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 13 May 2026 at 2.15pm (BST) to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1 to 17 will be proposed as ordinary resolutions and Resolutions 18 to 22 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 2025, including the reports of the Directors and auditors.

Report of the Remuneration Committee

1. That the Report of the Remuneration Committee for the financial year ended 31 December 2025, as set out on pages 102 to 124 of the Annual Report and Accounts of TP ICAP Group plc for the financial year ended 31 December 2025, be approved.

Dividend

1. To authorise the payment of a final dividend on the ordinary shares of 11.6p per ordinary share for the year ended 31 December 2025, payable on 22 May 2026 to shareholders on the register at the close of business on 10 April 2026.

Directors' re-election

1. To re-elect Richard Berlian 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 Mark Hemsley as a Director.
7. To re-elect Philip Price as a Director.
8. To elect Stuart Staley as a Director.
9. To re-elect Robin Stewart as a Director.
10. To re-elect Amy Yip as a Director.

Auditors' reappointment

1. To reappoint 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

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

Political donations

1. 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 2027.

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.

Directors' authority to allot shares

1. 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 £62,049,113.00, 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 £62,049,113.00; and
(ii) comprising equity securities (as defined in article 8 of the Articles), up to a maximum nominal amount of £124,098,226.00 (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 2027; 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 Notice of the 2026 Annual General Meeting

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Special Resolutions

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

1. 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 £9,307,366.75;

(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 2027; 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.

1. 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

(ii) 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 £9,307,366.75; 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 (the '2015 Pre-Emption Group Principles');

(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 2027; 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.

Authority to purchase own shares

1. 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 74,458,935;

(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 2027 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 Notice of the 2026 Annual General Meeting

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Notice of Annual General Meeting continued

Treasury Shares

1. 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.

Notice of general meetings

1. 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.

Philip Price

Company Secretary
TP ICAP Group plc
9 April 2026

Registered in Jersey No. 130617
Registered Office:
Grenville Street, St Helier, Jersey JE48PX
www.tpicap.com

6 TP ICAP GROUP PLC Notice of the 2026 Annual General Meeting

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Explanatory Notes to the Notice of Annual General Meeting

The notes on the following pages explain the proposed Resolutions. Resolutions 1 to 17 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 18 to 22 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 2025 (the '2025 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 2025 Annual Report and Accounts. The 2025 Annual Report and Accounts can be found on the Company's website at https://tpicap.com/tpicap/investors/reports-and-presentations.

Resolution 2: 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 2025 (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.

Resolution 3: 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 11.6p 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 22 May 2026 to shareholders on the register at the close of business on 10 April 2026. The final dividend cannot be more than the amount the Directors recommend (which is 11.6p per ordinary share).

Resolutions 4 to 13: Election and re-election of Directors

In accordance with Provision 18 of the UK Corporate Governance Code 2024, Stuart Staley, having been appointed to the Board since the 2025 AGM, stands for election by shareholders. All other Directors will submit themselves for annual re-election by shareholders.

Biographical details of each of the Directors in office as at 10 March 2026 (being the latest practicable date prior to publication of this Notice), who are seeking election or re-election, appear in Appendix 1 to this Notice of AGM. 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 election or 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.

The Board is satisfied that each individual proposed for election or re-election performs 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 election, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code 2024 (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 2024.

Resolution 14: Appointment of auditors

The auditors of a company must be appointed or reappointed at each general meeting at which the accounts are laid. This resolution proposes, on the recommendation of the Audit Committee and Board and following completion of an audit tender process, the 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 96 to 97 of the 2025 Annual Report and Accounts describe how the Audit Committee assessed the effectiveness, independence, and performance of the external auditor for the 2025 year end. The Audit Committee concluded that it is satisfied with the objectivity and independence of the external auditor, and that the external audit process delivered by PwC for the 2025 audit was robust

Resolution 15: Remuneration of auditors

This resolution seeks shareholder consent for the Audit Committee of the Company to set the remuneration of the auditors. Further detail on the remuneration of the auditors can be found on page 97 of the 2025 Annual Report and Accounts.

Resolution 16: 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 2025 no political donations were made by the Company.

TP ICAP GROUP PLC Notice of the 2026 Annual General Meeting

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Explanatory Notes to the Notice of Annual General Meeting continued

Resolution 17: 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 10 March 2026 (being the latest practicable date prior to publication of this Notice of AGM) is equivalent to a nominal value of £62,049,113.00.

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 £124,098,226.00 which is equivalent to approximately two thirds (66.6%) of the total issued ordinary share capital of the Company, excluding treasury shares, as at 10 March 2026.

As at 10 March 2026, the Company held 50,801,575 shares in treasury, which represent 6.82% 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 2025 AGM and is in line with the Share Capital Management Guidelines (the '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) of Resolution 17), 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 (b) of Resolution 17), 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 2025 no shares were allotted under the authority granted at the 2025 AGM.

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 2027.

References in Resolution 17 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 18 and 19: Disapplication of pre-emption rights

Resolution 18 deals with the authority of the Directors to allot new shares or other equity securities (pursuant to the authority given by Resolution 17), or sell treasury shares, for cash without the shares or other equity securities first being offered to shareholders in proportion to their existing holdings. Annual renewal of this authority is sought in line with the Statement of Principles on Disapplying Pre-Emption Rights published by the PreEmption Group in 2022 (the 'Statement of Principles 2022').

In respect of the authorities sought under resolutions 18 and 19, the Directors acknowledge the provisions of the Statement of Principles 2022 and the revised guidelines on share capital management issued by the IA which include an increase in the disapplication of pre-emption rights limits. However, at this time and aligned with the 2025 AGM, the Directors consider it appropriate to retain the previous limits of 5% of the total issued ordinary share capital of the Company in resolutions 18 and 19 and have not adopted the increased limits of 10% set out in the Statement of Principles 2022. The Directors will keep emerging market practice under review but consider that the limits of 5% provide sufficient flexibility to the Company for present purposes.

Such authority shall only be used in connection with a pre-emptive offer, or otherwise, up to an aggregate nominal amount of £9,307,366.75, being approximately 5% of the total issued ordinary share capital, excluding treasury shares, of the Company as at 10 March 2026 (being the latest practicable date prior to publication of this Notice of AGM).

The Statement of Principles 2022 support 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 (as defined in the Appendix to the Statement of Principles 2022).

TP ICAP GROUP PLC Notice of the 2026 Annual General Meeting

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Accordingly, and in line with the template resolutions published by the Pre-emption Group in accordance with the Statement of Principles 2022, Resolution 19 seeks to authorise the Directors to allot new shares and other equity securities pursuant to the authority given by Resolution 17, or sell treasury shares, for cash up to a further nominal amount of £9,307,366.75 being approximately 5% of the total issued ordinary share capital, excluding treasury shares, of the Company as at 10 March 2026, 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 19 would be in addition to the general authority to disapply pre-emption rights under Resolution 18. The maximum nominal value of equity securities which could be allotted if both authorities were used would be £18,614,733.50 which represents approximately 10% of the issued share capital, excluding treasury shares, of the Company as at 10 March 2026 (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 2027, whichever is the earlier. The Board considers the authorities in Resolutions 18 and 19 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 Statement of Principles 2022 and not to allot shares for cash on a non-pre-emptive 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 2025 the authorities granted at the 2025 AGM were not utilised.

Resolution 20: Purchase of own shares

The effect of Resolution 20 is to authorise the Company to purchase its own ordinary shares, up to a maximum of 74,458,935 ordinary shares, until the AGM in 2027 or at the close of business on 1 July 2027, whichever is the earlier. This represents 10% of the ordinary shares in issue, excluding treasury shares, as at 10 March 2026, 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 2025 AGM the Company has exercised the authorities granted at the 2025 AGM to complete two buyback programmes of £60m from March 2025 to August 2025 and from August 2025 to September 2025 in which the Company bought back a total of 21,949,032 shares. The Directors also intend to exercise this authority for a further share buyback programme of £80m commencing on 12 March 2026 to reduce the capital of the Company and/or meet obligations under employee share schemes. The buybacks highlight the Board's confidence in the future prospects of TP ICAP, reflect its strong financial position, and is consistent with its dynamic capital management strategy, which is a key priority. This means reducing the Group's debt, and returning surplus capital to shareholders, subject to our ongoing investment needs and balance sheet requirements. As at 10 March 2026, 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 50,801,575 treasury shares.

Resolution 21: Treasury Shares

Under Jersey law, a company requires shareholder approval to hold shares in treasury. For any shares held in Treasury, the Company will remain mindful of the IA Guidelines in force at any time.

Resolution 22: Notice of general meetings

Under the Company's Articles of Association, the default notice period for general meetings is 21 clear days. However, the Articles permit the Company to call general meetings other than the AGM on not less than 14 clear days' notice, provided certain conditions are met. These conditions include:

(i) the meeting is not an AGM;
(ii) the Company offers shareholders the ability to appoint a proxy electronically; and
(iii) shareholders have approved the use of the shorter notice period at or before the preceding AGM.

Resolution 22 seeks to renew this shareholder authority, enabling the Company to call non-AGM general meetings on not less than 14 clear days' notice for the coming year. AGMs will be held on at least 21 clear days' notice. The shorter notice period authorised by this resolution, if passed, would not be used as a matter of routine for such meetings, but only in circumstances where the Directors consider that the flexibility is merited by the business of the meeting and is to the advantage of shareholders as a whole. Shareholder approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

TP ICAP GROUP PLC Notice of the 2026 Annual General Meeting

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Explanatory Notes to the Notice of Annual General Meeting continued

Further Notes

Proxy appointment

1. A shareholder is entitled to appoint another person as their proxy to exercise all or any of their rights to attend, speak and vote at the AGM. A proxy need not be a shareholder of the Company.

2. A shareholder may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Shareholders may appoint the Chair of the meeting as their proxy, as mentioned in the Chair's letter. Failure to specify the number of shares each proxy appointment relates to or specifying a number, which when taken together with the numbers of shares set out in the other proxy appointments, is in excess of the number of shares held by the shareholder may result in the proxy appointment being invalid. A proxy may only be appointed in accordance with the procedures set out in this Note 2 and Notes 3, 4, 17, 18 and 21 below. The appointment of a proxy will not preclude a shareholder from attending and voting at the AGM (subject to any physical attendance restrictions in place at the time of the meeting). You must inform the Company's Registrar in writing of any termination of the authority of a proxy.

3. A shareholder may appoint a proxy or proxies electronically by visiting uk.investorcentre.mpms.mufg.com. Shareholders will need to enter their Investor Code, found on their share certificate or dividend confirmation, and agree to certain terms and conditions. For an electronic proxy appointment to be valid, the appointment must be received by MUFG Corporate Markets no later than 2.15pm (BST) on Monday 11 May 2026 (or, if the AGM is adjourned, no later than 48 hours before the time of any adjourned AGM excluding non-business days).

4. Alternatively, a paper Form of Proxy may be obtained by contacting the Company's Registrar, MUFG Corporate Markets, by email at shareholderenquiries@cm.mpms.mufg.com or 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. You may also contact the Registrar by post (see Note 16 below). To be valid a Form of Proxy must be received by post or (during normal business hours only) by hand at the offices of the Company's Registrar, no later than 2.15pm (BST) on Monday 11 May 2026 (or, if the AGM is adjourned, no later than 48 hours before the time of any adjourned AGM excluding non-business days) (see note 3 above).

5. In the case of joint holders of a share, 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 and for this purpose seniority shall be determined by the order in which the names appear in the register of members in respect of the share.

6. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company. Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. Nominated persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters related to their investments in the Company.

7. Holders of ordinary shares are entitled to attend and vote at general meetings of the Company. The total number of issued ordinary shares in the Company on 10 March 2026 which is the latest practicable date before the publication of this document, is 795,390,932 carrying one vote each on a poll. 50,801,575 shares are held in Treasury, therefore, the total number of votes exercisable as at 10 March 2026 is 744,589,357.

8. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, entitlement to attend and vote at the AGM, and the number of votes which may be cast at the AGM, will be determined by reference to the Company's register of members as at close of business on Monday 11 May 2026 or, if the AGM is adjourned, close of business on the day which is two days before the adjourned AGM excluding non-business days. In each case, changes to the register of members after such time will be disregarded.

9. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

10. Shareholders should note that, members meeting the threshold requirements set out in article 131 of the Articles have the right to require the Company to publish on a website a statement setting out any matter relating to (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM for the financial year ended 31 December 2025; or (ii) any circumstance connected with an auditor of the Company appointed for the financial year ended 31 December 2025 ceasing to hold office.

11. Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if (a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.

10 TP ICAP GROUP PLC Notice of the 2026 Annual General Meeting

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1. A copy of this Notice of AGM and other information required by the Companies (Jersey) Law 1991 or the Articles can be found at www.tpicap.com.

2. Each of the resolutions to be put to the AGM will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. Members and proxies will be asked to cast their votes during the meeting, and these will be collated at the end of the AGM. The results of the poll will be published on the Company's website and notified to the London Stock Exchange once the votes have been counted and verified.

3. Members may not use any electronic address provided in either this Notice of AGM or any related documents to communicate with the Company for any purposes other than those expressly stated.

4. Copies of the Executive Directors' service contracts and letters of appointment of the Non-executive Directors will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) by contacting the Company Secretariat at companysecretarial@tpicap.com up to and including the date of the AGM and from 15 minutes before the AGM until it ends.

5. Except as provided above, shareholders who have general queries about the AGM should either call the Registrar's helpline on 0371 664 0300, write to the Registrar, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL, or e-mail the Registrar at shareholderenquiries@cm.mpms.mufg.com. No other methods of communication will be accepted.

For CREST members only:

1. CREST members who wish to appoint a proxy or proxies for the AGM (or any adjournment of it) through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available by logging in at www.euroclear.com). 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.

2. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message ('CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID:RA10) by no later than 2.15pm (BST) on Monday 11 May 2026 (or, if the AGM is adjourned, no later than 48 hours before the time of any adjourned AGM excluding non-business days) (see Note 3 on page 9). 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 the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

3. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International 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 or her 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 providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

4. The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

Proxymity voting

1. 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.ia. Your proxy must be lodged by 2.15pm (BST) on Monday 11 May 2026 in order to be considered valid (see Note 3 on page 9). Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

11 TP ICAP GROUP PLC Notice of the 2026 Annual General Meeting

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Appendix 1 – Directors’ Biographies

Richard Berliand

Non-executive Board Chair
Nominations & Governance Committee Chair
Remuneration Committee Member

Appointed 19 March 2019 and Chair with effect from 15 May 2019

Board skills and experience:

Richard combines a detailed understanding of the financial services industry and its challenges and opportunities with a diverse range of senior board leadership experience, having held roles as Senior Independent Director and Deputy Chairman at other listed financial institutions. Through his broad business experience and previous external roles Richard brings extensive external insight, a deep understanding of relevant issues and the strong corporate governance expertise required to lead an effective Board and develop its strategy. He also brings considerable experience of engagement with key stakeholders of the business.

Career:

Richard had a 23-year career at J.P. Morgan where he served most recently as Managing Director leading the global cash equities and prime services businesses. He was previously a member of the board of directors of Rothesay Life plc and Man Group plc and a member of Deutsche Börse AG's Supervisory Board.

External appointments*:

Non-executive Director and Chair of the Audit & Oversight Committee of Saranac Partners Limited.

Nicolas Breteau

Executive Director and Chief Executive Officer

Appointed 10 July 2018

Board skills and experience:

Nicolas' extensive experience across the global broking industry complements his in-depth knowledge of the Group's operations and markets, and enables him to lead the business and be a key contributor to the Board. Nicolas continues to lead the implementation and development of the Board's strategy and identifies new opportunities for the continued growth of the business into the future. He maintains a productive dialogue with institutional investors and other key stakeholders of the business.

Career:

Nicolas has held senior managerial roles at MATIF (later Euronext), FIMAT (part of Société Générale Group) and most recently prior to joining TP ICAP, as Chief Executive of Newedge Group. Before his current appointment, he was CEO of TP ICAP's largest business, Global Broking. Nicolas has also held directorship roles in Europe, Asia and the Americas at the Futures and Options Association (UK), Futures Industry Association (USA), Citic/Newedge (China) and Altura (Spain).

External appointments:

Trustee (Director) of Rays of Sunshine.

Kath Cates

Senior Independent Director
Risk Committee Chair
Audit Committee Member
Nominations & Governance Committee Member

Appointed 1 February 2021

Board skills and experience:

Kath brings to the Board a wealth of experience in global financial services with over 25 years in executive roles based in Hong Kong, London, Singapore and Zurich. Her responsibilities spanned risk, legal and compliance, operations, IT, brand, HR and strategy. More recently as a Non-executive Kath has gained broad experience on the main boards of a number of companies, chairing Board committees and acting as Senior Independent Director. Kath is a current member of Chapter Zero and was appointed Senior Independent Director in March 2023.

Career:

Kath was previously Global COO, Wholesale Banking for Standard Chartered Bank plc. Prior to that Kath spent over 20 years at UBS in a variety of senior roles including Global Head of Compliance. Kath was previously a Non-executive Director and Chair of the Risk Committee of Brewin Dolphin Holdings plc, and a Non-executive Director and Remuneration Committee Chair of RSA Insurance Group plc.

External appointments*:

Non-executive Director, Remuneration Committee chair, and member of the Audit and Nomination Committees of United Utilities Group plc. Independent Non-executive Director of one regulated subsidiary, and also Audit Committee chair of one, in the Columbia Threadneedle Group. Chair of the Board of Brown Shipley & Co Limited.

TP ICAP GROUP PLC Notice of the 2026 Annual General Meeting

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13 TP ICAP GROUP PLC Notice of the 2026 Annual General Meeting

Tracy Clarke

Independent Non-executive Director
Remuneration Committee Chair
ESG Engagement Director
Nominations & Governance Committee Member

Appointed 1 January 2021

Board skills and experience:

Tracy brings to the Board considerable international banking and financial services experience spanning 35 years, most recently serving as a Director of Standard Chartered Bank U.K. for seven years. Her non-executive appointments including as Remuneration Committee Chair, previously for eaga plc and Sky plc and currently for Haleon plc and Starling Bank, demonstrate her suitability to chair the Remuneration Committee. Tracy also has relevant experience in the area of ESG, having previously been responsible for Corporate Affairs and Sustainability at Standard Chartered and being a current member of Chapter Zero, which is valuable in her role as ESG Engagement Director.

Career:

As well as having been Director of Standard Chartered Bank UK from January 2013 until 31 December 2020, Tracy served as Non-executive Director of Standard Chartered First Bank in Korea, Zodia Holdings Limited and Zodia Custody Ltd. She has also chaired the boards of Standard Chartered Bank AG and Standard Chartered Yatirim Bankasi Turk A.S. She was also Non-executive Director of Inmarsat plc, China Britain Business Council and TheCityUK.

External appointments*:

• Senior Independent Director and Remuneration Committee Chair of Starling Bank Limited.
• Non-executive Director and Remuneration Committee Chair of Haleon plc.
• Non-executive Director of Inchcape plc.

Angela Crawford-Ingle

Independent Non-executive Director
Audit Committee Chair
Nominations & Governance Committee Member
Risk Committee Member

Appointed 16 March 2020

Board skills and experience:

Angela brings substantial experience to the Board, both from her executive career, as well as from her other Non-executive Director roles in financial services. She is a Fellow of the Institute of Chartered Accountants in England and Wales and delivers scrutiny and oversight to the Board from her extensive experience of audit of multinational and listed companies.

Career:

Angela, a chartered accountant, was a Partner specialising in financial services at PricewaterhouseCoopers for 20 years, during which time she led the Insurance and Investment Management Division. She has previously served in Non-executive Director roles at Beazley plc, Swinton Group Limited, Openwork Holdings, and River and Mercantile Group plc.

External appointments*:

• Council Member and Chair of the Audit Committee of Lloyds of London Limited.
• Independent Non-executive Director and Chair of the Audit Committees for both MUFG Securities EMEA plc and the London branch of MUFG Bank Ltd.

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Appendix 1 – Directors’ Biographies continued

Mark Hemsley

Independent Non-executive Director
EMEA Workforce Engagement Director
Nominations & Governance Committee Member
Risk Committee Member

Appointed 16 March 2020

Board skills and experience:

Mark draws on his extensive experience of capital markets and exchanges from his executive career in the industry. His knowledge of large-scale technology infrastructure, operations and oversight of operational transformation in several international exchanges and trading platforms is invaluable to the Board. As Workforce Engagement Director for EMEA, Mark’s engagement with colleagues brings the perspectives of EMEA employees to Board discussions.

Career:

Mark was President of Cboe Europe until his retirement in early 2020. Prior to that he was Chief Executive Officer at Bats Global Markets in Europe, Managing Director, Market Solutions at LIFFE and Managing Director Global Technology at Deutsche Bank GCI. Mark was also a board member of EuroCCP NV and was a member of the ESMA Securities and Markets Stakeholder Group and Securities and Markets Consultative Working Group.

External appointments*:
None.

Philip Price

Executive Director and Group General Counsel

Appointed 3 September 2018

Board skills and experience:

Philip has over 35 years’ experience gained in senior executive roles in the corporate and financial services sector. His knowledge and expertise enable him to bring a valuable perspective to the Board’s consideration of risk, governance, legal and compliance issues and he is able to provide the Board with insight as to the dynamic and complex regulatory environment in which TP ICAP operates. Having spent his career variously in London, Europe and Asia, Philip also brings an understanding and insight into a number of the Group’s key operating markets.

Career:

Prior to joining the Group as Group General Counsel and Global Head of Compliance in 2015, Philip held senior executive roles in UK-listed companies, investment banks and the alternative investment sector. Philip is admitted as a Solicitor of the Senior Courts of England & Wales.

External appointments*:
None.

Stuart Staley

Independent Non-executive Director
Americas Workforce Engagement Director
Nominations & Governance Committee Member
Remuneration Committee Member
Risk Committee Member

Appointed 1 June 2025

Board skills and experience:

Stuart brings to the board extensive experience across global markets through his appointment as an Independent Non-Executive Director. He is a seasoned leader, who has managed large scale trading businesses in the Americas, Europe, and Asia. Stuart has operating experience across multiple product markets, including deep expertise in global commodities markets, having built and led a succession of physical and financial commodities businesses. His combined experience in senior roles at Enron, American Electric Power and Citi will allow him to bring unique perspectives to Board discussions. As Workforce Engagement Lead for the Americas, his experience ensures that he understands and represents the views of employees in the Americas region in Board discussions.

Career:

Stuart’s distinguished career has involved numerous leadership positions in global trading businesses. During 20 years at Citi, he served as Global Head of Commodities, Regional Head of Markets and Securities Services for APAC, and Global Head of Foreign Exchange. Before joining Citi he was Managing Director & CEO of AEP Energy Services UK, where he led the company’s European generation, trading and marketing businesses. Stuart started his career with Enron, where he helped to build the company’s energy trading businesses in North American, Europe, and Asia.

External appointments*:
None.

TP ICAP GROUP PLC Notice of the 2026 Annual General Meeting

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Robin Stewart
Executive Director and Chief Financial Officer

Appointed 10 July 2018

Board skills and experience:
Robin brings to the Board financial expertise coupled with strong leadership skills, developed both within TP ICAP and the wider industry over more than 20 years. His comprehensive knowledge of the financial position of the Group enables him to make a strong contribution to the Board and when engaging with investors and other stakeholders. He helps to drive the operational performance of the business and provides valuable expertise in financial risk management.

Career:
Robin started his career at Arthur Andersen and after that he spent 13 years at Dresdner Kleinwort where he was director and deputy head of tax. He joined the Group originally as Head of Tax in 2003 and has since held the roles of Head of Group Finance and Tax, Group Financial Controller and Deputy Chief Financial Officer.

External appointments*:
None.

Amy Yip
Independent Non-executive Director
APAC Workforce Engagement Director
Audit Committee Member
Nominations & Governance Committee Member
Remuneration Committee Member

Appointed 1 September 2023

Board skills and experience:
Amy has a deep understanding, extensive skills and experience in asset management, banking, insurance, and regulation following a career spanning more than 45 years with global players in China and South-east Asia. She was formerly an Independent Non-executive Director of Prudential plc, a member of the Supervisory Board of Deutsche Börse AG, Temenos Group AG, Fidelity Funds, and an Executive Director of Reserves Management at the Hong Kong Monetary Authority. Amy continues to act as an adviser to Vita Green, Hong Kong. Since 2011 Amy has been a founding partner of RAYS Capital Partners, a SFC registered Hong Kong based investment management company specialising in Asian capital markets.

Career:
From 2006 to 2010, Amy was Chief Executive Officer of DBS Bank (Hong Kong) Limited, Head of its wealth management group and previously Chair of DBS asset management. Prior to that, Amy held various senior positions at the Hong Kong Monetary Authority, Rothschild Asset Management and Citibank Private Bank. In Amy's early career she worked for a number of leading global financial institutions including the Morgan Guaranty Trust Company of New York.

External appointments*:
Non-executive Director of AIG Insurance Hong Kong Limited.
Founding partner of RAYS Capital Partners Limited.

Note:
*External appointments: all listed and regulated external appointments are disclosed.

15 TP ICAP GROUP PLC Notice of the 2026 Annual General Meeting

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