INVESTMENT TECHNOLOGY GROUP, INC.

On March 1, 2019 (the “Closing Date”), the Company completed its merger with and into Impala Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and an indirect wholly owned subsidiary of Virtu, surviving the Merger as an indirect wholly owned subsidiary of Virtu (the “Merger”). The Merger was completed pursuant to that certain Agreement and Plan of Merger, dated as of November 6, 2018 (the “Merger Agreement”), by and among the Company, Virtu and Merger Sub, which has been filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 8, 2018.  At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (other than certain shares specified in the Merger Agreement) was cancelled and converted into the right to receive $30.30 in cash without interest (the “Merger Consideration”), less any applicable withholding taxes.  Shares of the Company’s common stock ceased trading on the New York Stock Exchange (the “NYSE”) prior to the open of trading on March 1, 2019.  Additionally, immediately following the Effective Time, the Company was converted from a Delaware corporation into a Delaware limited liability company with the name “Virtu ITG Holdings LLC”.  Certain of the Company’s subsidiaries were converted from a Delaware corporation into a Delaware limited liability company and/or were renamed immediately following the Effective Time, including the following principal subsidiaries:

Our 2018 revenues were $509.5 million, 5% higher than 2017 due largely to stronger international trading activity, including increased block crossing through POSIT Alert, as well as growth in commission share revenues from Workflow Technology products globally. On a U.S. GAAP basis, we posted net income of $0.7 million, or $0.02 per diluted share in 2018, compared to a net loss of $39.4 million, or $1.19 per diluted share in 2017. GAAP net income in 2018 included (i) charges related to the November 2018 SEC POSIT settlement and related fees of $13.2 million, or $0.38 per diluted share; (ii) headcount reduction expenses of $8.3 million, or $0.24 per diluted share associated with restructuring activities; (iii) costs related to the acquisition of ITG by Virtu of $8.0 million, or $0.23 per diluted share; and (iv) lease consolidation charges of $2.7 million, or $0.08 per diluted share. These charges were partially offset by a tax benefit of $1.9 million, or $0.05 per diluted share, for the reversal of a tax settlement accrual. Excluding those items, we generated adjusted net income (see Non-GAAP Financial Measures) of $31.0 million, or $0.90 per diluted share in 2018, compared to adjusted net income of $10.3 million, or $0.30 per diluted share, in 2017.

ITG Inc., as borrower, and Investment Technology Group, Inc. (the “Parent Company”), as guarantor, maintain a $150 million revolving credit agreement (the “2018 Credit Agreement”) with a syndicate of banks and JPMorgan Chase Bank, N.A., as Administrative Agent that was originally scheduled to mature in January 2019. On January 25, 2019, the 2018 Credit Agreement was amended to extend the maturity date to expire on March 31, 2019 to maintain financing availability under the 2018 Credit Agreement until the closing of the acquisition of the Company by Virtu.  The 2018 Credit Agreement was terminated at the Effective Time of the Merger. The purpose of this credit line was to provide liquidity for the Company’s U.S. brokerage operations to satisfy clearing margin requirements and to finance temporary positions from delivery failures or non-standard settlements. As a result, the Parent Company had additional flexibility with its existing cash and future cash flows from operations, including to selectively invest in growth initiatives and to return capital to stockholders. Depending on the borrowing base, availability under the 2018 Credit Agreement was limited to either (i) a percentage of the clearing deposit required by the National Securities Clearing Corporation, or (ii) a percentage of the market value of temporary positions pledged as collateral. Under the 2018 Credit Agreement, interest accrued at a rate equal to (a) a base rate, determined by reference to the federal funds rate plus (b) a margin of 2.50%. Available but unborrowed amounts under the 2018 Credit Agreement were subject to an unused commitment fee of 0.75%. Among other restrictions, the terms of the 2018 Credit Agreement included (a) negative covenants related to liens, (b) financial covenant requirements for maintaining a consolidated leverage ratio (as defined) and a liquidity ratio (as defined), as well as requirements for maintaining minimum levels of tangible net worth (as defined) and regulatory capital (as defined), and (c) restrictions on investments, dispositions and other restrictions customary for financings of this type.

Notwithstanding the foregoing, at the Effective Time of the Merger, (i) each stock option of the Company that was outstanding and unexercised was converted at the Effective Time into an option to purchase Class A common stock, par value $0.00001 per share, of Virtu (“Virtu Common Stock”), with the number of shares of Virtu Common Stock and the exercise price applicable to such option based on an exchange ratio, the numerator of which is the Merger Consideration and the denominator of which is the volume-weighted average price per share of Virtu Common Stock for the ten trading days prior to the Effective Time (the “Exchange Ratio”); (ii) each outstanding award of restricted stock units or deferred stock units with respect to shares of the Company’s common stock (other than awards with performance-based vesting or delivery requirements) (a “Company RSU Award”) that was granted on or after January 23, 2017 and was not held by a non-employee director, former employee or employee whose employment was terminated involuntarily without cause immediately following the Effective Time was converted into the right to receive restricted stock units of Virtu on the same terms and conditions as were applicable under the Company RSU Award, with the number of shares of Virtu Common Stock subject to such replacement restricted stock unit award based on the number of shares of the Company’s common stock subject to such Company RSU Award and the Exchange Ratio; (iii) each outstanding Company RSU Award other than those described in the preceding clause (ii) became fully vested at the Effective Time and converted into the right to receive the Merger Consideration with respect to the number of shares of the Company’s common stock subject to such Company RSU Award; (iv) each outstanding award of restricted stock units with respect to shares of the Company’s common stock with performance-based vesting or delivery requirements (a “Company PSU Award”) that was granted on or after January 23, 2017 and was not held by a non-employee director, former employee or employee whose employment was terminated involuntarily without cause immediately following the Effective Time was converted into the right to receive restricted stock units of Virtu on the same terms and conditions as were applicable under the Company PSU Award (other than the performance-based vesting schedule, which was converted into a service-based vesting schedule in accordance with the applicable award agreement), with the number of shares of Virtu Common Stock subject to such replacement restricted stock unit award based on the number of shares of the Company’s common stock deemed earned at the Effective Time and the Exchange Ratio; and (v) each outstanding Company PSU Award other than those described in the preceding clause (iv) became fully vested at the Effective Time and converted into the right to receive the Merger Consideration with respect to the number of shares of the Company’s common stock deemed earned at the Effective Time.

The Audit Committee adopted policies and procedures for pre‑approval of audit and permitted non‑audit services by our independent auditor. The Audit Committee considered annually and, if appropriate, approved the provision of audit services by its independent auditor and, if appropriate, pre‑approved the provision of certain defined audit and non‑audit services. The Audit Committee also considered on a case‑by‑case basis and, if appropriate, pre‑approved specific engagements that were not previously pre‑approved. Any proposed engagement that did not fit within the definition of a pre‑approved service was presented to the Audit Committee for consideration at its next regular meeting or earlier if required.

The Audit Committee authorized the Company’s Chief Financial Officer to engage the Company’s independent auditor to perform special non‑audit projects (including tax compliance projects), provided that (a) to the extent that the aggregate fees payable in respect of one or more projects between scheduled meetings of the Audit Committee were less than or equal to $100,000, the Company’s Chief Financial Officer would obtain prior approval from the Audit Committee’s Chair, and the independent auditor would provide a written description and be available to discuss the service with the Audit Committee’s Chair prior to approval, (b) to the extent the fees payable in respect of a project were expected to exceed $100,000, or the project would result in the Audit Committee’s Chair exceeding the aggregate $100,000 limit between scheduled meetings of the Audit Committee, separate prior Audit Committee approval would be obtained and the independent auditor would provide a written description and be available to discuss the service with the Committee prior to approval and (c) the subject matter of such projects was permitted to be performed under the SEC’s and the PCAOB’s independence rules. Any projects approved in accordance with (a) was brought to the attention of the Audit Committee at its next meeting.