Annual Shareholder Meeting. June 2012

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Annual Shareholder Meeting

June 2012

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Agenda

• Call to Order; Opening of Polls

• Introduction of Directors

• Introduction of Management

• Introduction of Independent Registered Public Accounting Firm

• Designation of Inspector of Election; Materials Available for Inspection

• Report of Quorum

• Election of Directors and Approval of Additional Matters

– Proposal 1: Election of Directors

– Proposal 2: Ratify Appointment of Independent Registered Public Accounting Firm

• Closing of Polls and Preliminary Report of Inspector of Election

• Adjournment

• Question and Answer Period

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Special Note Regarding Forward-Looking Information

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In addition to historical information, this presentation contains "forward-looking"

statements that reflect management's expectations for the future. A variety of important factors could cause results to differ materially from such statements.

These factors are noted throughout GAIN Capital’s annual report on Form 10- K, as filed with the Securities and Exchange Commission on March 15, 2012, and include, but are not limited to, the actions of both current and potential new competitors, fluctuations in market trading volumes, financial market volatility, evolving industry regulations, errors or malfunctions in our systems or technology, rapid changes in technology, effects of inflation, customer trading patterns, the success of our products and service offerings, our ability to continue to innovate and meet the demands of our customers for new or enhanced products, our ability to successfully integrate assets and companies we have acquired, changes in tax policy or accounting rules, fluctuations in foreign exchange rates, adverse changes or volatility in interest rates, as well as general economic, business, credit and financial market conditions, internationally or nationally. The forward-looking statements included herein represent GAIN Capital’s views as of the date of this release. GAIN Capital undertakes no obligation to revise or update publicly any forward-looking statement for any reason unless required by law.

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GAIN Capital: Overview

Online foreign exchange trading

• Retail business – FOREX.com

• Growing institutional business – GAIN GTX

Multi-asset class product offering

• OTC forex and precious metals

• Oil, commodity and equity-index CFDs(1)

• Listed securities

Worldwide presence

• Strategically located in key forex markets including Europe, USA and Asia

• Direct operations and partnerships in key emerging markets: China, Mexico and Turkey

4 FOREX.com markets to and serves traders in 140

countries in English, Japanese, Arabic, Chinese, Russian, and German

(1) CFDs = Contracts-for-Difference; OTC = Over-the-Counter

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GAIN Capital: Core Strengths

• Innovative technology and strong brand recognition to attract retail investors

• State-of-the-art institutional platform enabling peer-to-peer trading

• Solid track record of acquisitions

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• Return of capital through dividends, buybacks

• Growth strategy aimed at

diversifying product offerings and

pursuing targeted acquisitions

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Navigating Adverse Market Conditions

• Market conditions adversely affecting revenue capture

– FX average true range (ATR) indicators hit four-year low in 1Q12 – FX intraday volatility hit five year low in 1Q12

• GAIN’s strong brand helped maintain and improve key metrics

– Client assets rose 15% year-on-year – Average account size grew 34%

– Average trade size stable at $43,046

• Successfully managed expenses to deliver positive EBITDA despite revenue decline

• Continue to invest in growth areas – organically & through acquisitions

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571.1 1,326.2 1,246.3 1,564.1 2,427.8

512.5 853.1

0 1,000 2,000 3,000

2007 2008 2009 2010 2011 Mar-11 Mar-12

31.6 40.9 52.7 64.3 63.4 62.7

0 20 40 60 80

2007 2008 2009 2010 2011 Mar-12

109.0 123.9 199.8 256.7 310.4 325.9

0 100 200 300

2007 2008 2009 2010 2011 Mar-12

Positive Trends in Key Metrics

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Traded Retail Accounts (Last 12 Months)(3) (000s)

Total Trading Volume(3) ($Bn)

2007 – 2011 CAGR: 44%

Client Assets(2) ($MM)

2007 – 2011 CAGR: 30%

2007 – 2011 CAGR: 19%

(1) CAGRs and chart data do not include China-related business.

(2) As of December 31 for each year except where indicated.

(3) For year ended December 31 except where indicated.

3 Months Ended

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Forex is a High Growth Market

Strong Overall Growth(1)

Estimated Average Daily Trading Volume

Drivers of Growth in Retail Forex

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0 50 100 150 200 250 300 350

0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000

2001 2004 2007 2010

(1) Source: Aite Group, Bank for International Settlements Total Volume Retail Volume

Total Volume ($Bn) Retail Volume ($Bn)

~30x increase in daily retail forex volumes over the last decade;

representing ~8% of the overall $4 trillion forex market in 2010

• According to Aite Group, there were 8.3 million retail forex traders in 2010

– Up from 1.3 million in 2005

• Half retail FX market located in Asia

– Continued growth expected from China, India and Middle East

• US market to reach 4.8mm by 2020

– Up from 450k in 2010

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Profile of a Retail Forex Trader

FOREX.com Customer

Active Trader

Online Trader

Average Age

39 53 51

Trades/Year 550 181 17

Age Over half are under the age of 34 (52%)

Education 72% have at least a 4-year college degree; 35% have a post-graduate degree

Personal Income / Total Assets

33% of Ambitious Techies make $90k or more per year and 54% have at least $100k in financial assets

Current trading

Experience 35% trade forex only. 56% also trade stocks

Trading Consistency

33% trade the forex market continuously.

38% go in and out of the market as opportunities arise

Attitudinal highlights

61% feel comfortable with some high risk/high reward choices

FOREX.com’s Affluent Techies Overall: Young and very active

Forex traders are young, self-motivated and fit an early adopter / influencer profile

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Innovative Retail Trading Tools

FOREXTrader PRO

Our most powerful trading platform for active traders delivers advanced tools and

research, automated trading, etc.

Website Trading

Easy-to-use trading tools, integrated research and account management in a secure, web-based environment

Mobile Trading

Mobile version of FOREX.com website, iPhone, Android apps, iPad

MetaTrader

Third-party application features robust technical analysis tools & trade automation capabilities

Research and Education

Proprietary & third-party research, interactive web-based seminars, training programs, etc.

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FOREX.com provides retail traders - from novice to expert - with extensive tools and information backed by an excellent interactive experience

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Robust Mobile Trading Solutions

Mobile volume growth

~70% of mobile volume via iPhone App

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(1) Dollars in billions.

(2) Compared to customers who only trade using the desktop platform.

Proprietary technology; not outsourced

330% increase in mobile volume over last 12 months

Mobile Offerings:

– iPhone & Android Apps – iPad App

– Mobile web

Customer Usage(2)

51% of our active customers trade on a mobile device

60% more trades

56% higher volume

30% higher deposits

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

$16.0

$18.0

Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 Mar-11 Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Dec-11 Jan-12 Feb-12 Mar-12

Mobile Volume(1)

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FOREX.com: Unique Pricing and Execution Transparency

(1) FOREX.com's execution statistics represent orders executed on FOREX.com's FOREXTrader platform during market hours between March 31, 2012 17:00 ET and April 30, 2012 17:00 ET.

Forex.com’s execution and pricing stats demonstrate our competitive advantage and provide customers with greater transparency

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April 2012(1)

• Monthly Scorecard measures:

– Execution speed

– Opportunity for improvement – Percentage of trades accepted

• Pricing transparency

– Published minimum, typical and live spreads – Pricing comparison against third party FX rate

feed (GTIS)

• We are the only retail FX firm providing this level of detail about pricing and execution quality

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GAIN GTX: A Powerful Institutional Trading Tool

GAIN GTX is an ECN for buy-side institutions, including hedge funds, asset managers and proprietary traders.

• Exclusive trading technology

• Peer-to-peer trading capabilities

• Advanced algorithmic trading features

• Prime brokerage credit, central clearing model

• GTX Direct

• Specialty execution desk

• LTM March 31 volume: $1.2 trillion

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Institutional Platform – Growing GTX Volume

• GTX product gaining traction among institutions:

– ECN volume rose 325% Y-o-Y to

$468 billion in Q1

– Innovative technology with multi- lateral credit model gaining traction with hedge funds, high frequency traders, etc.

• Product expansion into hydrocarbons

– Differentiated offering including non- USD denominated contracts & basket trading capabilities

• Fee-based revenue stream

$110.1 $97.4

$260.0

$386.4

$468.0

$0.0

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

$400.0

$450.0

$500.0

Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012

GTX Volume (in billions)

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Dividends and Share Buybacks

• Dividend program initiated in October 2011

– Dividend of $0.05 per share authorized – Three quarterly dividends declared to date

– Plans to continue with dividend program of $0.05 per share

• Ongoing share buyback program supports stock price

– More than one million shares repurchased since May 2011 – Total value of shares purchased $5.9 million

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Figures as of May 24, 2012

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Growth: Acquisitions

• Capital requirements and regulatory compliance costs continue to drive industry consolidation

• Ongoing evaluation of potential

opportunities to generate shareholder value, specifically fee-based revenues

• Strong operating cash

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position of

$129 million at end of 1Q12 to support acquisitions

(1) Operating Cash calculated as sum of Cash & Equivalents, Short Term Investments and Receivable 16

from Broker less Payable to Customers.

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Growth: Product Diversification

• New Contract-for-Difference offering to launch Summer 2012

– Focused on delivering a differentiated trading experience, e.g.

integrated community/social trading features, automated trading capabilities & innovative analytical tools

– Launching with 200+ CFDs (indices, commodities, sectors & FX) – Aggressive global rollout schedule for second half of 2012

• Expanding institutional products to include hydrocarbons

– Differentiated offering including non-USD denominated contracts and basket trading capabilities

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GAIN Capital: Core Strengths

• Innovative technology and strong brand recognition to attract retail investors

• State-of-the-art institutional platform enabling peer-to-peer trading

• Solid track record of acquisitions

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• Return of capital through dividends, buybacks

• Growth strategy aimed at

diversifying product offerings and

pursuing targeted acquisitions

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Figure

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References

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