FBD Holding Plc

Proxy Solicitation & Information Statement • Mar 27, 2024

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, 9 May 2024 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 9 May 2024

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.

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.

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.

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

Resolutions			For Against Withheld	Vote
1.	To receive and consider the Report of the Directors and the Financial Statements for the year ended 31 December 2023.
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 2023 (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) Patrick Murphy
	(f) David O'Connor
	(g) John O'Dwyer

		For Against Withheld
	(h) Tomás Ó Midheach
	(i) Richard Pike
	(j) Jean Sharp
	(k) Kate Tobin
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 dis-application of pre-emption rights.
10.	To approve the Directors' additional authority to issue ordinary shares on a non-pre-emptive basis for cash in the case of an acquisition or specified capital investment.
11.	To authorise the Company to make market purchases of its own shares.
12.	To set the off-market re-issue price range for the Company's shares held in treasury.
13.	To maintain the existing authority to convene an EGM by 14 days' notice.
14.	To authorise the Directors to delist the ordinary shares from the Official List of the Financial Conduct Authority and to remove the ordinary shares from trading on the London Stock Exchange plc's Main Market.

Vote

Form of Proxy

Please use a black pen. Mark with an X inside the box as shown in this example. X

I/We hereby appoint the Chairman of the Meeting OR the following person

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 FBD Holdings plc to be held at The Irish Farm Centre, Bluebell, Dublin 12, on Thursday 9 May 2024 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.

Signature

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). HERE ........ FOLD

Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

Resolutions Vote

HERE

		For	Against Withheld
1.	To receive and consider the Report of the Directors and the Financial Statements for the year ended 31 December 2023.
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 2023 (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) Patrick Murphy
	(f) David O'Connor
	(g) John O'Dwyer

			Vote
		For	Against Withheld
	(h) Tomás Ó Midheach
	(i) Richard Pike
	(j) Jean Sharp
	(k) Kate Tobin
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 dis-application of pre-emption rights.
10.	To approve the Directors' additional authority to issue ordinary shares on a non-pre-emptive basis for cash in the case of an acquisition or specified capital investment.
11.	To authorise the Company to make market purchases of its own shares.
12.	To set the off-market re-issue price range for the Company's shares held in treasury.
13.	To maintain the existing authority to convene an EGM by 14 days' notice.
14.	To authorise the Directors to delist the ordinary shares from the Official List of the Financial Conduct Authority and to remove the ordinary shares from trading on the London Stock

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
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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).

0 7

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Exchange plc's Main Market.