8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2015

GFI GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34897	80-0006224
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

55 Water Street New York, NY 10041

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 968-4100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02.  Termination of a Material Definitive Agreement.

On January 30, 2015, GFI Group Inc., a Delaware corporation (the “Company”) and CME Group Inc., a Delaware corporation (“CME”)  mutually agreed to terminate the Agreement and Plan of Merger, dated as of July 30, 2014 and amended as of December 2, 2014, January 15, 2015 and January 22, 2015 (the “GFI Merger Agreement”), by and among the Company, CME, Commodore Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of CME, and Commodore Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of CME (“Merger Sub 2”), which had provided for a merger in which the Company would become a wholly-owned subsidiary of CME (the “GFI Merger”).  The GFI Merger Agreement was terminated following the January 30, 2015 special meeting of stockholders at which the Company’s stockholders voted against the adoption of the GFI Merger Agreement.  Pursuant to the terms of the GFI Merger Agreement, the Company is required to reimburse CME for its expenses up to $7,065,171 and will be required to pay CME a termination fee equal to $24,728,099 (net of any expense reimbursement paid to CME) if within 12 months of such termination the Company consummates, or enters into a definitive agreement to consummate, a transaction in which the Company or 20% or more of the fair value of the assets or of any class of equity or voting securities of the Company and its subsidiaries, the subsidiaries that were to be retained by CME in the GFI Merger Agreement, or Trayport or FENICS is sold.  Concurrent with the termination of the GFI Merger Agreement, the following related agreements were also terminated in accordance with their terms: (i) the Agreement and Plan of Merger, dated as of July 30, 2014 and amended as of December 2, 2014, January 15, 2015 and January 22, 2015, by and among CME, Cheetah Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of CME, Cheetah Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of CME, Jersey Partners Inc., a New York corporation (“JPI”), New JPI Inc., a Delaware corporation (“New JPI”) and the other individuals signatory thereto, which are stockholders of JPI and New JPI; (ii) the Purchase Agreement, dated as of July 30, 2014 and amended as of December 2, 2014 and January 15, 2015, by and among Merger Sub 2, GFI Brokers Holdco Ltd., a Bermuda limited company, CME (solely for purposes of Article IX thereof), JPI and New JPI (solely for purposes of Article IX thereof); and (iii) the Amended and Restated Commitment Letter, dated as of January 15, 2015, by and among Jefferies Finance LLC and GFI Holdco Inc., a Delaware corporation.

The forgoing description of the terms of the GFI Merger Agreement is not complete and is qualified in its entirety by the terms and conditions of the full text of the GFI Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) by the Company on July 31, 2014, as previously amended by (i) Amendment No. 1 thereto, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on December 3, 2014, (ii) Amendment No. 2 thereto, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on January 15, 2015 and (iii) Amendment No. 3 thereto, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on January 23, 2015.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Executive Officer

On February 2, 2015, Thomas Cancro provided notice to the Company of his intention to resign from his position as the Company’s principal accounting officer in order to pursue other opportunities.  The resignation will be effective on March 15, 2015.

Amendment to Employment Agreement of Executive Officer

On February 3, 2015, the Company and James A. Peers entered into Amendment No. 2 (the “Amendment”) to that certain Employment Agreement, dated as of November 18, 2002, as amended by Amendment No. 1, dated as of December 24, 2008, by and between the Company and Mr. Peers, to amend certain of the severance provisions contained therein.  Pursuant to the Amendment, if Mr. Peers is terminated without cause, or due to his death or permanent disability, he will be entitled to receive continued salary payments for a period of up to twelve months, less any portion of such period in which he is not required to work, and an amount in lieu of discretionary bonus equal to the average annual bonus (including cash and any equity component) earned by Mr. Peers during the two most recently completed fiscal years preceding the year in which employment is terminated.  Pursuant to the Amendment, Mr. Peers will also be entitled to the following severance benefits if his employment were to be terminated without cause or by reason of his death or permanent disability within one year following the consummation of a change in control, or if he were to terminate his employment for good reason following the consummation of a change in control within twelve months after the occurrence of the good reason event: a payment in an amount equal to twelve months base salary (half payable in a lump sum and half payable in salary continuation for six months); the cost of continued health and dental insurance coverage for six months or, if earlier, until he secures new employment; accelerated vesting of any unvested deferred cash, restricted stock units or other equity interests; and an amount in lieu of discretionary bonus equal to the average annual bonus (including cash and any equity component) earned by Mr. Peers during the two most recently completed fiscal years preceding the year in which employment is terminated.

The description of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

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Item 5.07.    Submission of Matters to a Vote of Security Holders.

The Company held a special meeting of stockholders on January 30, 2015.  A total of 109,117,469 shares were represented in person or by proxy at the meeting, and the Company’s stockholders took the following actions:

Proposal No. 1: GFI Merger Agreement

Stockholders voted against the proposal to adopt the GFI Merger Agreement based on the following votes:

Votes For	Votes Against	Abstain
62,755,016	45,455,182	430,731

Proposal No. 2: Golden Parachute’ Compensation

Stockholders voted in favor of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the GFI Merger contemplated by the GFI Merger Agreement based on the following votes:

Votes For	Votes Against	Abstain
77,806,340	30,279,328	607,281

Proposal No. 3: Adjournment

Stockholders voted in favor of the proposal to approve adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the GFI Merger Agreement based on the following votes:

Votes For	Votes Against	Abstain
80,047,118	28,417,925	652,426

Item 8.01.    Other Events.

On January 30, 2015, the Company and CME issued a joint press release announcing the mutual termination of the GFI Merger Agreement and the related agreements.  Also on January 30, 2015, the Company issued a press release announcing that the board of directors will explore all strategic alternatives in an effort to maximize value for all stockholders.  On February 2, 2015, the Company issued a press release announcing that the board of directors continued to urge the Company’s stockholders to take no action on the tender offer by BGC Partners, Inc. at this time.  A copy of each of the press releases is included as Exhibit 99.1, Exhibit 99.2 and 99.3, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
10.1	Amendment No. 2, dated as of February 3, 2015, to that certain Employment Agreement by and between GFI Group Inc. and James A. Peers, dated as of November 18, 2002, as amended by Amendment No. 1, dated as of December 24, 2008.
99.1	Joint Press Release issued by GFI Group Inc. and CME Group Inc., dated January 30, 2015.
99.2	Press Release issued by GFI Group Inc., dated January 30, 2015.
99.3	Press Release issued by GFI Group Inc., dated February 2, 2015.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GFI Group Inc.
By:	/s/ Christopher D’Antuono
	Christopher D’Antuono General Counsel

Date: February 5, 2015

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EXHIBIT INDEX

(d) Exhibits

Exhibit Number	Description of Exhibit
10.1	Amendment No. 2, dated as of February 3, 2015, to that certain Employment Agreement by and between GFI Group Inc. and James A. Peers, dated as of November 18, 2002, as amended by Amendment No. 1, dated as of December 24, 2008.
99.1	Joint Press Release issued by GFI Group Inc. and CME Group Inc., dated January 30, 2015.
99.2	Press Release issued by GFI Group Inc., dated January 30, 2015.
99.3	Press Release issued by GFI Group Inc., dated February 2, 2015.

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 2 TO

EMPLOYMENT AGREEMENT

This AMENDMENT NO. 2 (this “Second Amendment”) to that certain Employment Agreement, dated as of November 18, 2002, as amended by Amendment No. 1, dated as of December 24, 2008 (together, the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and James A. Peers (“Executive”), is made on February 3, 2015 (the “Second Amendment Effective Date”).

WHEREAS, the Company and Executive desire to amend the Agreement to ensure that Executive remains available to provide services to the Company for a period of time sufficient to ensure the orderly operation of the Company; and

WHEREAS, the Company and Executive have each approved this Second Amendment and the changes to the Agreement that it will affect.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agree as follows:

Section 1.Amendments.  The Agreement shall be amended as follows:

A.Section 6(a)(ii) shall be amended by replacing the phrase “six (6)” with the phrase “twelve (12)”.

B.The text of Sections 6(a)(iii), 6(c)(iii) and 6(d)(v) shall be replaced with the following text:

“an amount in lieu of the Discretionary Bonus equal to the average annual Discretionary Bonus (including cash and any equity component of such annual bonus) earned by Executive during the two most recently completed fiscal years of the Company.”

C.The following text shall be added as Section 6(c)(iv) at the end of the first sentence:

“and (iv) a salary continuation benefit for a period of twelve (12) months following the termination of Executive’s employment, at a rate equal to the rate of Executive’s Base Salary as of the day immediately preceding the date of termination, payable at all times and in the manner of the Company’s regular payroll practices, provided, however, that this period of salary continuation benefit will be reduced by the number of weeks, if any, that the Executive had been paid his Base Salary during a Notice Period.”

D.The words “clause (ii) or (iii) of this Section 6(c)” in the second sentence of Section 6(c) are replaced with the words “clause (ii), (iii) or (iv) of this Section 6(c)”.

E.The following text shall be added as the last sentence of Section 6(c):

“Notwithstanding anything else contained herein, in the event that the Executive’s employment is terminated by reason of Executive’s death or permanent disability within the one year period following a “change of control” (as defined herein), Executive shall be entitled to receive the benefits set forth in Section 6(d) in lieu of the benefits set forth in Section 6(c) above.”

F.Section 6(d)(iv) is hereby amended by deleting the text therein in its entirety and replacing it with the following:

“with respect to any deferred cash, restricted stock units or other equity interests in the Company that Executive has been awarded but have not matured or fully vested, such deferred cash, restricted stock units or other equity interests shall accelerate and mature, vest or settle, as applicable, at the date of termination of Executive’s employment, provided, however, that the foregoing shall not apply to the extent any such acceleration and/or settlement would result in any additional tax, interest or penalty under Code Section 409A, or damages for failing to comply with Code Section 409A;”

G.Section 6(d) is hereby amended by deleting the second sentence of that section in its entirety.

H.A reference to Section 13 shall be added to Section 12(k).

Section 2.Effect of Second Amendment.  Except as set forth in Section 1 of this Second Amendment, the provisions of the Agreement shall not be amended or altered by this Second Amendment and shall continue in full force and effect.

Section 3.Miscellaneous.  This Second Amendment shall be governed by the internal laws of the State of New York.  This Second Amendment may be executed in one or more counterparts, each of which when executed and delivered shall be deemed to be an original and all counterparts taken together shall constitute one and the same instrument.  This Second Amendment and the Agreement (as amended hereby) constitute the entire understanding of the parties hereto with respect to the subject matter hereof, and any and all prior agreements and understanding between the parties regarding the subject matter hereof, whether written or oral, except for the Agreement (as amended hereby), are superceded by this Amendment.  Any provision of this Amendment which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rending unenforceable the remaining provisions hereof, and any invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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IN WITNESS WHEREOF, this Second Amendment has been duly executed and delivered by the undersigned parties on the Second Amendment Effective Date.

COMPANY:
GFI GROUP INC.
By:	/s/ Christopher D’Antuono
Name: Christopher D’Antuono
Title: General Counsel and Corporate Secretary
EXECUTIVE
/s/ James A. Peers
James A. Peers

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CME Group and GFI Group Terminate Merger Agreement

LONDON, CHICAGO and NEW YORK, January 30, 2015 — CME Group Inc. and GFI Group Inc. today announced that they have each determined to terminate their previously announced merger agreement following today’s special meeting of GFI shareholders.

Preliminary results from the GFI shareholder meeting held earlier today in New York indicate that GFI shareholders did not approve the proposed merger.  As a result, the parties each determined that terminating the merger agreement and related transactions was in the best interest of their respective companies and shareholders at this time.

The related merger agreement by and among CME and Jersey Partners Inc. and their affiliates and purchase agreement by and among GFI Brokers Holdco Ltd., CME, Jersey Partners Inc. and their affiliates, were also terminated.

About CME Group

As the world’s leading and most diverse derivatives marketplace, CME Group (www.cmegroup.com) is where the world comes to manage risk. CME Group exchanges offer the widest range of global benchmark products across all major asset classes, including futures and options based on interest rates, equity indexes, foreign exchange, energy, agricultural commodities, metals, weather and real estate. CME Group brings buyers and sellers together through its CME Globex® electronic trading platform, its trading facilities in New York and Chicago, and through its London-based CME Europe derivatives exchange.  CME Group also operates one of the world’s leading central counterparty clearing providers through CME Clearing and CME Clearing Europe, which offer clearing and settlement services across asset classes for exchange-traded contracts and over-the-counter derivatives transactions.  These products and services ensure that businesses everywhere can substantially mitigate counterparty credit risk.

CME Group is a trademark of CME Group Inc. The Globe Logo, CME, Globex and Chicago Mercantile Exchange are trademarks of Chicago Mercantile Exchange Inc.  CBOT and the Chicago Board of Trade are trademarks of the Board of Trade of the City of Chicago, Inc.  NYMEX, New York Mercantile Exchange and ClearPort are registered trademarks of New York Mercantile Exchange, Inc.  COMEX is a trademark of Commodity Exchange, Inc.  All other trademarks are the property of their respective owners. Further information about CME Group (NASDAQ: CME) and its products can be found at www.cmegroup.com.

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About GFI Group Inc.

GFI Group Inc. (NYSE: GFIG) is a leading intermediary in the global OTC and Listed markets offering an array of sophisticated trading technologies and products to a broad range of financial market participants.  More than 2,500 institutional clients benefit from GFI’s know-how and experience in operating electronic and hybrid markets for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities.  GFI’s brands include Trayport®, a leading provider of trading solutions for energy markets worldwide and FENICS®, a market leader in FX options software.

Founded in 1987 and headquartered in New York, GFI employs over 2,000 people globally, with additional offices in London, Paris, Brussels, Nyon, Dublin, Madrid, Sugar Land (TX), Hong Kong, Tel Aviv, Dubai, Seoul, Tokyo, Singapore, Sydney, Cape Town, Santiago, Bogota, Buenos Aires, Lima and Mexico City.

Media Contacts

Patricia Gutierrez

GFI Group  Vice President - Public Relations

+ 1 212 968 2964

patricia.gutierrez@gfigroup.com

Laurie Bischel

CME Group Executive Director, Corporate Marketing & Communications

+1 312 907 0003

Laurie.Bischel@cmegroup.com

Investor Contacts

Mark Brazier

GFI Group Senior Vice President, Corporate Development and Communications

+1 212 968 6905

mark.brazier@gfigroup.com

John Peschier

CME Group Managing Director, Investor Relations

+1 312 930 8491

John.Peschier@cmegroup.com

CME-G

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EX-99.2

Exhibit 99.2

GFI Group Board Announces Exploration of Strategic Alternatives

LONDON and NEW YORK, January 30, 2015 — GFI Group Inc. (“GFI Group”, “GFI” or the “Company”), a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, announced today that the Company’s Board of Directors will explore strategic alternatives with any and all interested parties to maximize shareholder value for all shareholders.  These alternatives could include, among others, joint ventures, mergers and/or acquisitions.

Earlier today, the Company announced that it has determined to terminate the CME merger agreement. Mr. Michael Gooch, GFI Group’s Executive Chairman, stated: “During the past year the Company, its Board and its management have focused on a transaction that it believed would maximize value for all shareholders.  While we are disappointed that the CME merger was not approved by our shareholders, we appreciate their view and will work tirelessly to find a strategic alternative that offers the Company’s shareholders the chance to maximize the value of their investment.  We are pleased that over the past year we have been successful in demonstrating the value of the Company’s assets and increasing substantially the Company’s capitalization.  We look forward to returning value to shareholders.”

About GFI Group Inc.

GFI Group Inc. (NYSE: GFIG) is a leading intermediary in the global OTC and Listed markets offering an array of sophisticated trading technologies and products to a broad range of financial market participants.  More than 2,500 institutional clients benefit from GFI’s know-how and experience in operating electronic and hybrid markets for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities.  GFI’s brands include Trayport®, a leading provider of trading solutions for energy markets worldwide and FENICS®, a market leader in FX options software.

Founded in 1987 and headquartered in New York, GFI employs over 2,000 people globally, with additional offices in London, Paris, Brussels, Nyon, Dublin, Madrid, Sugar Land (TX), Hong Kong, Tel Aviv, Dubai, Seoul, Tokyo, Singapore, Sydney, Cape Town, Santiago, Bogota, Buenos Aires, Lima and Mexico City.

Investor Contacts

Mark Brazier

GFI Group Senior Vice President, Corporate Development and Communications

+1 212 968 6905

mark.brazier@gfigroup.com

Media Contacts

Patricia Gutierrez

GFI Group Vice President - Public Relations

+ 1 212 968 2964

patricia.gutierrez@gfigroup.com

Cautionary Statement Regarding Forward-Looking Statements

Certain matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements include information concerning our future financial performance, business strategy, plans, goals and objectives.  When used is this press release, the words “anticipate,” “believe,” “estimate,” “may,” “might,” “intend,” “expect” and similar expressions identify such forward-looking statements.  Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein.  These forward-looking statements are based largely on the expectations of GFI and are subject to a number of risks and uncertainties.  These include, but are not limited to, risks and uncertainties associated with: whether any potential sale of, or other strategic transaction by or related to GFI will be consummated and, if so, the timing and terms of any such transaction, including any possible sale price; economic, political and market factors affecting trading volumes; securities prices or demand for GFI’s brokerage services; competition from current and new competitors; GFI’s ability to attract and retain key personnel, including highly-qualified brokerage personnel; GFI’s ability to identify and develop new products and markets; changes in laws and regulations governing GFI’s business and operations or permissible activities; GFI’s ability to manage its international operations; financial difficulties experienced by GFI’s customers or key participants in the markets in which GFI focuses its brokerage services; GFI’s ability to keep up with technological changes; uncertainties relating to litigation and GFI’s ability to assess and integrate acquisition prospects. Further information about factors that could affect GFI’s financial and other results is included in GFI’s filings with the Securities and Exchange Commission.  GFI does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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EX-99.3

Exhibit 99.3

GFI Group Board Comments on BGC Tender Offer

Urges Shareholders to Take No Action on BGC Tender Offer

Says Board Is Actively Exploring Strategic Alternatives with Any and All Interested Parties to Maximize Value for All Shareholders

LONDON and NEW YORK, February 2, 2015 — GFI Group Inc. (“GFI Group”, “GFI” or the “Company”), a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, issued the following statement from the Board of Directors in response to BGC Partners, Inc. (“BGC”) tender offer to acquire the outstanding shares of GFI, which is set to expire on February 3, 2015:

“The GFI Board urges shareholders to take no action on the BGC tender offer at this time. As announced on Friday, the GFI Board is actively engaged in a process to explore strategic alternatives with any and all interested parties to maximize shareholder value for all shareholders.  These alternatives could include, among others, joint ventures, mergers and/or acquisitions.  The Board has previously reviewed the unsolicited BGC tender offer, which contains provisions and conditions that make it highly unlikely to succeed in providing any value for shareholders.  The Board urges GFI shareholders not to tender into the BGC tender offer and wait for the Board to conduct its strategic review.”

About GFI Group Inc.

GFI Group Inc. (NYSE: GFIG) is a leading intermediary in the global OTC and Listed markets offering an array of sophisticated trading technologies and products to a broad range of financial market participants.  More than 2,500 institutional clients benefit from GFI’s know-how and experience in operating electronic and hybrid markets for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities.  GFI’s brands include Trayport®, a leading provider of trading solutions for energy markets worldwide and FENICS®, a market leader in FX options software.

Founded in 1987 and headquartered in New York, GFI employs over 2,000 people globally, with additional offices in London, Paris, Brussels, Nyon, Dublin, Madrid, Sugar Land (TX), Hong Kong, Tel Aviv, Dubai, Seoul, Tokyo, Singapore, Sydney, Cape Town, Santiago, Bogota, Buenos Aires, Lima and Mexico City.

Investor Contacts

Mark Brazier

GFI Group Senior Vice President, Corporate Development and Communications

+1 212 968 6905

mark.brazier@gfigroup.com

Media Contacts

Patricia Gutierrez

GFI Group Vice President - Public Relations

+ 1 212 968 2964

patricia.gutierrez@gfigroup.com

Additional Information About the BGC Tender Offer

The Company has filed a solicitation/recommendation statement with respect to the tender offer with the SEC.  INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE TENDER OFFER AND OTHER DOCUMENTS THAT ARE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION.  Investors and security holders will be able to obtain free copies of the solicitation/recommendation statement with respect to the tender offer and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov or at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549.  Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.  Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at http://www.gfigroup.com or by contacting the Company’s Investor Relations Department at (212) 968-6905.

Cautionary Statement Regarding Forward-Looking Statements

Certain matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements include information concerning our future financial performance, business strategy, plans, goals and objectives.  When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “might,” “intend,” “expect” and similar expressions identify such forward-looking statements.  Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein.  These forward-looking statements are based largely on the expectations of GFI and are subject to a number of risks and uncertainties.  These include, but are not limited to, risks and uncertainties associated with: whether any potential sale of, or other strategic transaction by or related to GFI will be consummated and, if so, the timing and terms of any such transaction, including any

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possible sale price; economic, political and market factors affecting trading volumes; securities prices or demand for GFI’s brokerage services; competition from current and new competitors; GFI’s ability to attract and retain key personnel, including highly-qualified brokerage personnel; GFI’s ability to identify and develop new products and markets; changes in laws and regulations governing GFI’s business and operations or permissible activities; GFI’s ability to manage its international operations; financial difficulties experienced by GFI’s customers or key participants in the markets in which GFI focuses its brokerage services; GFI’s ability to keep up with technological changes; uncertainties relating to litigation and GFI’s ability to assess and integrate acquisition prospects. Further information about factors that could affect GFI’s financial and other results is included in GFI’s filings with the Securities and Exchange Commission.  GFI does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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