FBD Holding Plc

Proxy Solicitation & Information Statement • Apr 14, 2021

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. eeting eting Shareholde

The Chairman of FBD Holdings plc ("the Company") invites you to submit your proxy for the Annual General Meeting of the Company to be held at FBD House, Bluebell, Dublin 12, on Wednesday 12 May 2021 at 11:00 a.m. ings to "the invite Compa th use, 12, bell, Dublin Wednes on

Due to unprecedented circumstances we ask you to refrain from attending in person. 0 ented re nted y

Shareholder Reference Number Nu Refer

Please detach this portion before posting this form.

Form of Proxy - Annual General Meeting ('AGM') of FBD Holdings plc to be held on 12 May 2021 son.p

Resolutions	For		Vote Against Withheld		For	V A	Vote Against Withheld With gainst
To receive and consider the Report of the Directors and the				(h) Tomás Ó Midheach
Financial Statements for the year ended 31 December 2020. To receive and consider the Report on Directors' Remuneration appearing in the Financial Statements for the				(i) Richard Pike	l l	y y
year ended 31 December 2020 (Advisory Resolution).				(j) Padraig Walshe
To receive and consider the FBD Remuneration Policy (Advisory Resolution).				5. To authorise the Directors to fi x the remuneration of neration	n n n
To re-elect the following persons as Directors of the Company:				the Auditors. 6. To renew the Directors authority to allot shares. shares.
(a) Walter Bogaerts
(b) Mary Brennan				7. To amend the Articles of Association. ciation.
(c) Sylvia Cronin				8. To approve a limited disapplication of pre-emption rights. pplication on pre 9. To authorise the Company to make market purchases of its pany	its
(d) Tim Cullinan				O O O own shares.
(e) Liam Herlihy				10. To set the off-market re-issue price range for the Company's rket shares held in treasury. reasury.	Company's
(f) David O'Connor				11. To maintain the existing authority to convene an EGM by g 14 days' notice. otice.	by
(g) John O'Grady
				n n n
				o o Signature ature
Form of Proxy
X Please use a black pen. Mark with an X inside the box as shown in this example.				i
I/We hereby appoint the Chairman of the Meeting OR the following person			son	t t
Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).
Please tick here to indicate that this proxy appointment is one of multiple appointments being made.	se	, solutions ntment	esday s	a a a a X ap f appointment app
	For		Vote Vot Against Withheld Wi		For		Vote
To receive and consider the Report of the Directors and the e				(h) Tomás Ó Midheach
Financial Statements for the year ended 31 December 2020. 020. To receive and consider the Report on Directors'			m m m	(i) Richard Pike
Remuneration appearing in the Financial Statements for the on).s the year ended 31 December 2020 (Advisory Resolution).		r r r		(j) Padraig Walshe
To receive and consider the FBD Remuneration Policy (Advisory Resolution).				5. To authorise the Directors to fi x the remuneration of			Against Withheld
To re-elect the following persons as Directors of the Company: rectors ectors				the Auditors.
(a) Walter Bogaerts		o o o o		6. To renew the Directors authority to allot shares.
(b) Mary Brennan				7. To amend the Articles of Association.
n Policy f f f (c) Sylvia Cronin				8. To approve a limited disapplication of pre-emption rights.
(d) Tim Cullinan				9. To authorise the Company to make market purchases of its own shares.
(e) Liam Herlihy				10. To set the off-market re-issue price range for the Company's shares held in treasury.
n n n (f) David O'Connor onnor				11. To maintain the existing authority to convene an EGM by 14 days' notice.
I I (g) John O'Grady
FBD Holdings plc to be held at FBD House, Bluebell, Dublin 12, on Wednesday 12 May 2021 at 11:00 a.m., and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specifi ed resolutions as indicated by an X in the appropriate box. * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Resolutions
xy on resolutio e xy she
r		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 offi cer duly authorised, stating their capacity (e.g. director, secretary).
o o I/we direct my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Where no instruction appears above as to how the proxy should vote the proxy may vote as he or she sees fi t or abstain in relation to any business of the meeting. Signature F F F				C C S 0 7 7 5 0 3	FBD	I

xy on resolutio e xy she
Signature	Date
o
F F

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