Intermediate Capital Group PLC

Proxy Solicitation & Information Statement • Jun 22, 2021

The Chairman of INTERMEDIATE CAPITAL GROUP PLC (the "Company") invites you to vote and attend the Annual General Meeting of the Company to be held at Procession House, 55 Ludgate Hill, London, EC4M 7JW on 29 July 2021 at 9.00 am.

We are closely monitoring the ongoing coronavirus (COVID-19) situation and, on the basis of the Roadmap out of Lockdown, the Annual General Meeting has been arranged on the assumption that the Company will be able to be held as an open, physical meeting. If the position changes, we will communicate any updates on our website at www.icgam.com and, where appropriate. through an announcement to the market, before the Annual General Meeting

Given the uncertainty around whether shareholders will be able to attend the Annual General Meeting in person due to a potential change in the situation with the COVID-19 pandemic, we encourage all shareholders to appoint the Chair of the Annual General Meeting

We will communicate any relevant undates to shareholders before the meeting on the Company's website at www.icgam.com. Please ensure you regularly check this page.

Shareholder Reference Number

Form of Proxy - Annual General Meeting to be held on 29 July 2021

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC. The Pavilions, Bridgwater Road, Bristol BS99 6ZZ by 27 July 2021 at 9:00 am (or, if the meeting is adjourned, 48 hours before the time of the adjourned meeting).

Explanatory Notes:

IMPORTANT NOTICE RE COVID-19

We are closely monitoring the ongoing coronavirus (COVID-19) situation and, on the basis of the Roadmap out of Lockdown, the Annual General Meeting has been arranged on the assumption that the Company will be able to be held as an open, physical meeting. If the position changes, we will communicate any updates on our website at www.icgam.com and, when appropriate, through an announcement to the market, before the Annual General Meeting

• Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his $1.$ proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If any other proxy is preferred, delete the words "the Chairman of the meeting OR" and please insert the name of your chosen proxy holder in the space provided (see reverse). If no name is entered, the return of this form duly signed will authorise the Chairman of the meeting to act as your proxy. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes)
• To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline
  on 0370 707 1064 or you may photocopy this form. Please indicate in the box next to the proxy holder's name $\mathbf{r}$ reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• The 'Vote Withheld' option overleaf is provided to enable you to instruct your proxy to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution
• Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and section 360B(2) of the Companies Act 2006, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company at 6.00 pm on the day which is two working days before the day of the meeting. Changes to entries on the register of members after that time shall be disregarded in
  determining the rights of any person to attend and vote at the meeting.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a 5. designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35 (5)(a) of the Uncertificated Securities Regulations 2001.
• 1. The above is how your address appears on the register of members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1064 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service
• In the case of joint holders of a share, any one holder may sign or electronically register the proxy, but the vote of $\overline{7}$ the senior who votes 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 stand in the register of members in respect of the share. In any event the names of all joint holders should be stated on the proxy form.
• $\boldsymbol{8}$ Any alterations made to this form should be initialled
• To be valid, the completed form must be deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or a copy certified in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the directors) at the Company's registrars' Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, not later than 9.00 am on 27 July 2021 (or, if the meeting is adjourned, 48 hours before the time of the adjourned meeting). The completion and return of this form will not preclude a member from attending the meeting or any adjournment thereof and voting in person (should you be notified that attendance in person is permitted).
• $10₁$ In the case of a corporation, this form of proxy must be executed under its common seal or under the hand of a duly authorised officer or attorney, stating their capacity (e.g. director, secretary)
• $11.$ If you have a question that you would have raised at the meeting, please email it to us at companysecretary@icgplc.com before 9.00 am on 27 July 2021

All Named Holders

Form of Proxy

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Please complete this box only if you wish to appoint a third party proxy other than the Chairman
(please refer to Explanatory Note 1 (see front)).Please leave this box blank if you want to select
the Chairman. Do not inser

	I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the Annual General Meeting of INTERMEDIATE CAPITAL GROUP PLC to be held at Procession House, 55 Ludgate Hill, London, EC4M 7JW on 29 July 2021 at 9.00 am, and at any adjourned meeting.
	* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please mark here to indicate that this proxy appointment is one of multiple appointments being made.						Please use a black pen. Mark with an X inside the box as shown in this example.			$ \mathbf{x} $
1.	Ordinary Resolutions To receive the Company's financial statements and reports of the Directors of the Company (the "Directors") and of the auditor for the financial year ended 31 March 2021.	For		Vote Against Withheld	14. 15.	the Company.	To re-appoint Lord Davies of Abersoch as a Director of To re-appoint Antje Hensel-Roth as a Director of	For		Vote Against Withheld
2.	To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) as set out in the Annual Report and Accounts for the financial year ended 31 March 2021.				16.	the Company. To appoint Rosemary Leith as a Director of the Company.
3.	To re-appoint Ernst & Young LLP as auditor of the Company, to hold office from the conclusion of this				17.	To appoint Matthew Lester as a Director of the Company.
	Annual General Meeting until the conclusion of the next general meeting of the Company at which accounts are laid.				18.	That, in substitution for all existing authorities, the Directors be generally and unconditionally authorised for the purposes of section 551 of the
4.	To authorise the Audit Committee, for and on behalf of the Board, to determine the remuneration of the auditors.					Company. Special Resolutions	Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares in the
5.	To declare a Final Dividend of 39.0 pence per ordinary share for the financial year ended 31 March 2021.				19.	That, in substitution for all existing authorities	and subject to the passing of resolution 18, the
6.	To re-appoint Vijay Bharadia as a Director of the Company. To re-appoint Benoît Durteste as a Director of the Company.				Directors be generally empowered pursuant to cash and/or pursuant to section 573 of the Act	section 570 of the Act to allot equity securities for to sell ordinary shares held by the Company as
7.				treasury shares for cash, in each case free of the restriction in section 561 of the Act.
8.	To re-appoint Virginia Holmes as a Director of the Company.				20.	That, in addition to any authority granted of resolution 18, the Directors be generally	under resolution 19, and subject to the passing empowered pursuant to section 570 of the Act to
9.	To re-appoint Michael Nelligan as a Director of the Company.					allot equity securities for cash and/or pursuant to section 573 of the Act to sell ordinary shares held by the Company as treasury shares for cash, in
10.	To re-appoint Kathryn Purves as a Director of the Company.					each case free of the restriction in section 561 of the Act, such authority to be used only for investments.	the purposes of financing acquisitions or capital
11.	To re-appoint Amy Schioldager as a Director of the Company.				21.	That the Company be generally and	unconditionally authorised to make one or more
12.	To re-appoint Andrew Sykes as a Director of the Company.					market purchases of ordinary shares in the Company.
13.	To re-appoint Stephen Welton as a Director of the Company.				22.	To authorise the Directors to call a general meeting of the Company other than an annual notice.	general meeting on not less than 14 clear days'

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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