FBD Holding Plc

Proxy Solicitation & Information Statement • Apr 4, 2022

Attendance Card

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

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 The Irish Farm Centre, Bluebell, Dublin 12, on Thursday 12 May 2022 at 11:00 a.m.

Shareholder Reference Number

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 2022

• and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). A Shareholder may appoint more than one proxy to attend and vote at the meeting provided each proxy is appointed to exercise rights attached to different shares held by that Shareholder. 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 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). Where a poll is taken at the AGM, a Shareholder, present in person or proxy, holding more than one share is not required to cast all their votes in the same way.
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +353 1 447 5101 or you may photocopy the reverse only of 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 ticking 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.
• 3. To be effective, the completed Form of Proxy together with any power of attorney or other authority under which it is executed, or a notarially certified copy thereof, must be deposited with the Registrar of the Company before the deadline set out above. A Shareholder wishing to appoint a proxy by electronic means may do so on the Registrar's website www.eproxyappointment.com. Details of the requirements are set out above. A Shareholder who wishes to appoint more than one proxy by electronic means must contact the Registrars by sending an email to clientservices@computershare.ie

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Holders 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 (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.

• will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 5. Pursuant to Section 1105 of the Companies Act, 2014, 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 p.m. on the day which is four days before the date of the meeting or if the AGM is adjourned, at 6:00 p.m. on the day which is four days before the date appointed for the adjourned 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.
• 6. Following the migration of the Company's ordinary shares from the CREST system to the securities settlement system operated by Euroclear Bank SA/NV("Euroclear Bank") (the "EB System") on 15 March 2021, the process for appointing a proxy and/or voting at the meeting will depend on the manner in which you hold your ordinary shares. This Form of Proxy is for completion by shareholders whose names appear on the register of members of the Company (i.e. those who hold their ordinary shares in certificated (i.e. paper) form) and who wish to appoint a proxy for the AGM. Persons who hold their interests in ordinary shares as Belgian law rights through the EB System or as CREST Depository Interests through the CREST system should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the AGM through the respective systems.
• 7. The above is how your address appears on the Register of Members. If this information is incorrect please ring the registrar's helpline on +353 1 447 5101 to request a change of address form or go to www.investorcentre.com/ie to use the online Investor Centre service.
• 8. Any alterations made to this form should be initialled.
• 9. The appointment of a proxy will not preclude a member from attending the meeting and voting in person.

All Holders

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

		For	Against Withheld
1.	To receive and consider the Report of the Directors and the Financial Statements for the year ended 31 December 2021.
2.	To declare a dividend on the 14% non-cumulative preference shares.
3.	To declare a dividend on the 8% non-cumulative preference shares.
4.	To declare a final dividend of 100 cent per ordinary share.
5.	To receive and consider the Report on Directors' Remuneration appearing in the Financial Statements for the year ended 31 December 2021 (Advisory Resolution).
6.	To re-elect the following persons as Directors of the Company:
	(a) Mary Brennan
	(b) Sylvia Cronin
	(c) Tim Cullinan
	(d) Liam Herlihy
	(e) David O'Connor
	(f) John O'Grady

		For	Vote Against Withheld
	(g) Tomás Ó Midheach
	(h) Richard Pike
	(i) Padraig Walshe
	(j) John O'Dwyer
	(k) Jean Sharp
7.	To authorise the Directors to fix the remuneration of the Auditors.
8.	To renew the Directors authority to allot shares.
9.	To approve a limited disapplication of pre-emption rights.
10.	To authorise the Company to make market purchases of its own shares.
11.	To set the off-market re-issue price range for the Company's shares held in treasury.
12.	To maintain the existing authority to convene an EGM by 14 days' notice.

Form of Proxy

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		For	Against Withheld
1.	To receive and consider the Report of the Directors and the Financial Statements for the year ended 31 December 2021.
2.	To declare a dividend on the 14% non-cumulative preference shares.
3.	To declare a dividend on the 8% non-cumulative preference shares.
4.	To declare a final dividend of 100 cent per ordinary share.
5.	To receive and consider the Report on Directors' Remuneration appearing in the Financial Statements for the year ended 31 December 2021 (Advisory Resolution).
6.	To re-elect the following persons as Directors of the Company:
	(a) Mary Brennan
	(b) Sylvia Cronin
	(c) Tim Cullinan
	(d) Liam Herlihy
	(e) David O'Connor
	(f) John O'Grady

(a) Mary Brennan	8. To renew the Directors authority to allot shares.		y
(b) Sylvia Cronin		9. To approve a limited disapplication of pre-emption rights.
(c) Tim Cullinan		10. To authorise the Company to make market purchases of its own shares.	l
(d) Liam Herlihy		11. To set the off-market re-issue price range for the Company's shares held in treasury.	n
		12. To maintain the existing authority to convene an EGM by 14 days' notice.
(e) David O'Connor
(f) John O'Grady		Signature	O
Form of Proxy Please use a black pen. Mark with an X X inside the box as shown in this example. I/We hereby appoint the Chairman of the Meeting OR the following person		n o i
Please leave this box blank if you have selected the Chairman. Do not insert your own name(s). as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf on any matter at the Annual General Meeting of		t
FBD Holdings plc to be held at The Irish Farm Centre, Bluebell, Dublin 12, on Thursday 12 May 2022 at 11:00 a.m., and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an X in the appropriate box.		a
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please tick here to indicate that this proxy appointment is one of multiple appointments being made.
Resolutions	m Vote			Vote
	r For Against Withheld		For	Against Withheld
To receive and consider the Report of the Directors and the Financial Statements for the year ended 31 December 2021.		(g) Tomás Ó Midheach
To declare a dividend on the 14% non-cumulative preference shares.	o	(h) Richard Pike
f To declare a dividend on the 8% non-cumulative preference shares.		(i) Padraig Walshe
n To declare a final dividend of 100 cent per ordinary share.		(j) John O'Dwyer
I To receive and consider the Report on Directors' Remuneration appearing in the Financial Statements for the		(k) Jean Sharp
year ended 31 December 2021 (Advisory Resolution).		7. To authorise the Directors to fix the remuneration of the
To re-elect the following persons as Directors of the Company:
		Auditors. 8. To renew the Directors authority to allot shares.
(a) Mary Brennan
r (b) Sylvia Cronin		9. To approve a limited disapplication of pre-emption rights. 10. To authorise the Company to make market purchases of its
(c) Tim Cullinan		own shares.
o F (d) Liam Herlihy		11. To set the off-market re-issue price range for the Company's shares held in treasury. 12. To maintain the existing authority to convene an EGM by

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 fit or abstain in relation to any business of the meeting.

Signature Date

Date

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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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12SIHB D01