Intermediate Capital Group PLC

Proxy Solicitation & Information Statement • Mar 31, 2019

The Chairman of INTERMEDIATE CAPITAL GROUP PLC invites you to attend the Annual General Meeting of the Company to be held at Juxon House, 100 St Paul's Churchyard, London EC4M 8BU on 25 July 2019 at 9.00 am

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 25 July 2019

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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 6ZY by 23 July 2019 at 9.00 am.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting if they are unable to attend the meeting but would like to vote. If such an appointment is made, 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 (see 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 3. resolution. However, it should be noted that a 'Vote Withheld' is not a vote in Jaw 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, 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.

• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 9.00 am on 23 July 2019. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 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 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
• Any alterations made to this form should be initialled. ರ್
• 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 6YZ, not Jater than 9.00 am on 23 July 2019. The completion and return of this form will not preclude a member from attending the meeting or any adjournment thereof and voting in person.
• 1. 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).

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Poll Card To be completed only at the AGM if a Poll is called.

	Ordinary Resolutions	For	Against Withheld	Vote
1.	To receive the Company's financial statements and reports of the Company (the "Directors") and of the auditors for the financial year ended 31 March 2019.
	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 2019.
3.	To re-appoint Deloitte LLP as auditors of the Company to hold office as the Company's auditors from the conclusion of this Annual General Meeting until the conclusion of the next general meeting of the Company at which accounts are laid.
	4. To authorise the Audit Committee, fer and on behalf of the Board, to determine the remuneration of the auditors.
5.	To declare a Final Dividend of 35 pence per ordinary share for the financial year ended 31 March 2019 payable on 6 August 2019
6.	To re-appoint Kevin Parry OBE as a Director of the Company
7.	To re-appoint Benoît Durteste as a Director of the Company.
8.	To re-appoint Virginia Holmes as a Director of the Company
9.	To re-appoint Michael Nelligan as a Director of the Company.
10.	To re-appoint Kathryn Purves as a Director of the Company

		For	Against Withheld
11.	To re-appoint Amy Schio dager as a Director of the Company.
	12 To re-appoint Andrew Sykes as a Director of the Company.
	13. To re-appoint Stephen Welton as a Director of the Company.
	14. To appoint Vijay Bharadia as a Director of the Company.
	15. That, in substitution for all existing authorities, the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares in the Company. Special Resolutions
16.	That, in substitution for all existing authorities and subject to the passing of Resolution 15, the Directors be generally empowered pursuant to section 570 of the Act to allot equity securities for cash.
	17 That, in addition to any authority granted under Resolution 16, and subject to the passing of Resourtion 15, the Directors be generally empowered pursuant to section 570 of the Act to allot equity securities for cash.
	18 That the Company be generally and unconditionally authorised to make one or more market purchases of ordinary shares in the Company.
	19. To authorise the Directors to call a general meeting of the Company other than an annual general meeting

Signature

In the case of a Corporation, a representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

	I We here'y appoint the Chairman of the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our voling entitlement on my/our behalf at the Annual General Meeting of INTERMEDIATE CAPITAL GROUP PLC to be held at Juxon House. 100 St Paul's Churchvard, London EC4M 8BU on 25 July 2019 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,
		For	Vote Against Withheld				For	Against Withheld
1.	Ordinary Resolutions To receive the Company's financial statements and reports of the directors of the Company (the "Directors") and of the auditors for the financial year ended 31 March 2019.				11. To re-appoint Amy Schioldager as a Director of the Company
	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 2019.			12.	To re-appoint Andrew Sykes as a Director of the Company
	To re-appoint Deloitte LLP as auditors of the Company to hold office as the Company's auditors from the conclusion of this Annual General Meeting until the conclusion of the next general meeting of the Company at which accounts are laid.			13.	To re-appoint Stephen Welton as a Director of the Company
	To authorise the Audit Committee, for and on behaff of the Board, to determine the remuneration of the auditors			14.	To appoint Vijay Bharadia as a Director of the Company
	To declare a Final Dividend of 35 pence per ordinary share for the financial year ended 31 March 2019 payable on 6 August 2019.			15.	That, in substitution for all existing authorities, the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares in the Company,
	To re-appoint Kevin Parry OBE as a Director of the Company.				Special Resolutions 16. That, in substitution for all existing authorities and subject to the passing of Resolution 15, the Directors be generally empowered pursuant to section 570 of the Act to allot equity securities for cash
	To re-appoint Benoît Durteste as a Director of the Company				17. That, in addition to any authority granted under Resolution 16, and subject to the passing of Resolution 15, the Directors be generally empowered pursuant to section 570 of the Act to allot equity securities for cash
	To re-appoint Virginia Holmes as a Director of the Company			18.	That the Company be generally and unconditionally authorised to make one or more market purchases of ordinary shares in the Company.
	To re appoint Michael Nelligan as a Director of the Company.			19.	To authorise the Directors to call a general meeting of the Company other than an annual general meeting on not less than 14 clear days' notice.
	To re-appoint Kathryn Purves as a Director of the Company

INVe instruct myour proxy as indicated on this form. Une proxy may vole as he or she sees fit or abstain in relation to any business of the meeting.

Signature

NAME 200000	11/11/2 100 2 1000	1 18 10
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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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