Cairn Homes Plc — Proxy Solicitation & Information Statement 2019

Feb 1, 2019

Cairn Homes p.l.c. (the "Company") invites you to attend the Extraordinary General Meeting of the Company to be held at The Marker Hotel, Grand Canal Square, Docklands, Dublin 2, D02 CK38, Ireland on 26 February 2019 at 11.00 a.m.

Shareholder Reference Number

Form of Proxy – Extraordinary General Meeting to be held on 26 February 2019 at 11.00 a.m. (the "EGM" or the "Meeting")

	y l n
Form of Proxy – Extraordinary General Meeting to be held on	O at 11.00 a.m. (the "EGM" or the "Meeting") 26 February 2019
Cast your Proxy onlinelt's fast, easy and secure! www.eproxyappointment.com You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. To view the EGM Circular (which contains the Notice of Meeting) online log on to: www.cairnhomes.com m	n Control Number: 915539 o SRN: i PIN: t a To be effective, all proxy appointments must be lodged with the Company's Registrar at: Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, D18 Y2X6 or through the voting website, www.eproxyappointment.com, by 11.00 a.m. on 24 February 2019
r o Explanatory Notes:
f 1. A member who is entitled to attend, speak, ask questions and vote at the Meeting of the Company is entitled to appoint a proxy to attend, speak, ask questions and vote on his/her or its behalf at the Meeting or any adjournment thereof. A member n may appoint more than one proxy to attend, speak, ask questions and vote at the Meeting or any adjournment thereof in respect of ordinary shares held in different securities accounts. Only ordinary shareholders have the right to appoint a proxy I to attend, speak, ask questions and vote on his/her or its behalf at the Meeting or any adjournment thereof. Such a member acting as an intermediary on behalf of one or more clients may grant a proxy to each of its clients or their nominees and such intermediary may cast votes attaching to some of the ordinary shares differently from other ordinary shares held by it. The appointment of a proxy will not preclude an ordinary shareholder from attending, speaking, asking questions and voting r at the Meeting should such ordinary shareholder subsequently wish to do so. A proxy shall be bound by the articles of association of the Company. A proxy need not be a member of the Company but must attend the meeting to represent you. o Any ordinary shareholder wishing to appoint more than one proxy should contact the Registrars of the Company, Computershare Investor Services (Ireland) Limited, at P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, D18 Y2X6 (phone number +353 1 447 5566). F 2. To be effective, the Form of Proxy duly completed and executed, together with any original power of attorney or other authority under which it is executed, or a copy of such authority certified notarially or by a solicitor practising in the Republic of Ireland, must be deposited with the Registrars of the Company either by post to Computershare Investor Services (Ireland) Limited, at P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland or by hand (during normal business hours) to Computershare Investor Services (Ireland) Limited, at P.O. Box 954, Heron House, Corrig Road, Sandyford In dustrial Estate, Dublin 18, D18 Y2X6, so as to be received in any case no later than 48 hours before the time appointed for	4. This Form of Proxy must (i) in the case of an individual member be signed by the appointer or by his/her attorney or submitted electronically by the member or his/her attorney; or (ii) in the case of a body corporate be executed either under its common seal or signed on its behalf by a duly authorised officer or attorney or submitted electronically in accordance with notes 3.ii. and 3.iii. above. 5. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding. 6. If you desire to appoint a proxy other than the Chairman of the Meeting or any adjournment thereof, please insert the proxy's name in block capitals in the space provided and delete the words "the Chairman of the Meeting or". 7. A proxy need not be a member of the Company but must attend the relevant meeting in person to represent you. 8. Please indicate how you wish your proxy to vote by marking the appropriate box. You may direct your proxy to vote "For", "Against", to "Abstain" your vote or give him/her "Discretion" to vote as he/she wishes by marking as appropriate. If no such specific instructions are given, the proxy will vote or abstain from voting at his/her discretion. The abstain option is provided to enable you to abstain on any particular resolution. It should be noted that a vote cast as abstain is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" the resolution. 9. On any other business which may properly come before the Meeting or any adjournment thereof, and whether procedural and/or substantive in nature (including, without limitation, any motion to amend a resolution or adjourn the general meeting) not specified in the Notice of the Extraordinary General Meeting or this Form of Proxy, the proxy will act at his/her discretion.

Explanatory Notes:

• 1. A member who is entitled to attend, speak, ask questions and vote at the Meeting of the Company is entitled to appoint a proxy to attend, speak, ask questions and vote on his/her or its behalf at the Meeting or any adjournment thereof. A member may appoint more than one proxy to attend, speak, ask questions and vote at the Meeting or any adjournment thereof in respect of ordinary shares held in different securities accounts. Only ordinary shareholders have the right to appoint a proxy to attend, speak, ask questions and vote on his/her or its behalf at the Meeting or any adjournment thereof. Such a member acting as an intermediary on behalf of one or more clients may grant a proxy to each of its clients or their nominees and such intermediary may cast votes attaching to some of the ordinary shares differently from other ordinary shares held by it. The appointment of a proxy will not preclude an ordinary shareholder from attending, speaking, asking questions and voting at the Meeting should such ordinary shareholder subsequently wish to do so. A proxy shall be bound by the articles of association of the Company. A proxy need not be a member of the Company but must attend the meeting to represent you. Any ordinary shareholder wishing to appoint more than one proxy should contact the Registrars of the Company, Computershare Investor Services (Ireland) Limited, at P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, D18 Y2X6 (phone number +353 1 447 5566).
• 1. To be effective, the Form of Proxy duly completed and executed, together with any original power of attorney or other authority under which it is executed, or a copy of such authority certified notarially or by a solicitor practising in the Republic of Ireland, must be deposited with the Registrars of the Company either by post to Computershare Investor Services (Ireland) Limited, at P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland or by hand (during normal business hours) to Computershare Investor Services (Ireland) Limited, at P.O. Box 954, Heron House, Corrig Road, Sandyford In dustrial Estate, Dublin 18, D18 Y2X6, so as to be received in any case no later than 48 hours before the time appointed for the Meeting or any adjournment thereof or (in the case of a poll taken otherwise than at or on the same day as the Meeting or any adjournment thereof) at least 48 hours before the taking of the poll at which it is to be used. Any alteration to the form must be initialled by the person who signs it.
• 1. Alternatively, subject to the articles of association of the Company and provided it is received not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof or (in the case of a poll taken otherwise than at or on the same day as the Meeting or any adjournment thereof) at least 48 hours before the taking of the poll at which it is to be used, the appointment of a proxy may:
• i. be submitted by fax to +353 1 447 5572, provided it is received in legible form; or
• ii. be submitted electronically, subject to the terms and conditions of electronic voting, via the internet by accessing the Company's Registrar's website www.eproxyappointment.com. You will need your control number, shareholder reference number and your PIN number, which can be found above on this Form of Proxy; or
• iii. be submitted through CREST in the case of CREST members, CREST sponsored members or CREST members who have appointed voting service providers. Transmission of CREST Proxy instructions must be done and authenticated in accordance with Euroclear specifications as set out in the CREST Manual and received by the Registrar under CREST Participant ID 3RA50.

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 (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.

• 1. This Form of Proxy must (i) in the case of an individual member be signed by the appointer or by his/her attorney or submitted electronically by the member or his/her attorney; or (ii) in the case of a body corporate be executed either under its common seal or signed on its behalf by a duly authorised officer or attorney or submitted electronically in accordance with notes 3.ii. and 3.iii. above.
• 1. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
• 1. If you desire to appoint a proxy other than the Chairman of the Meeting or any adjournment thereof, please insert the proxy's name in block capitals in the space provided and delete the words "the Chairman of the Meeting or".
• 1. A proxy need not be a member of the Company but must attend the relevant meeting in person to represent you.
• 1. Please indicate how you wish your proxy to vote by marking the appropriate box. You may direct your proxy to vote "For", "Against", to "Abstain" your vote or give him/her "Discretion" to vote as he/she wishes by marking as appropriate. If no such specific instructions are given, the proxy will vote or abstain from voting at his/her discretion. The abstain option is provided to enable you to abstain on any particular resolution. It should be noted that a vote cast as abstain is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" the resolution.
• 1. On any other business which may properly come before the Meeting or any adjournment thereof, and whether procedural and/or substantive in nature (including, without limitation, any motion to amend a resolution or adjourn the general meeting) not specified in the Notice of the Extraordinary General Meeting or this Form of Proxy, the proxy will act at his/her discretion.
• 1. The completion and return/submission of this Form of Proxy will not preclude a member from attending and voting in person. 11. If you are appointing a proxy other than the Chairman of the Meeting (or any adjournment thereof) or any other officer of the
• Company, please provide him/her with the Attendance Card attached hereto to facilitate his/her attendance. 12. Pursuant to Section 1095 of the Companies Act 2014 and Regulation 14 of the Companies Act, 1990 (Uncertificated
• Securities) Regulations 1996, 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 24 February 2019 or if the Meeting is adjourned, at 6.00 p.m. on the day that falls 48 hours before the time appointed for the adjourned meeting shall be entitled to attend and vote at the general meeting, or if relevant, any adjournment thereof. 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.

All Holders

Poll Card To be completed only at the EGM when the Poll is called.

Resolution (see note 8 overleaf)

Special Resolution	For	Against Discretion	Abstain
Subject to the confirmation of the High Court, the cancellation of up to €550 million standing to the credit of the Company's share
premium account on the date immediately preceding its approval and the reserves resulting from such cancellation to be treated

Subject to the confirmation of the High Court, the cancellation of up to €550 million standing to the credit of the Company's share premium account on the date immediately preceding its approval and the reserves resulting from such cancellation to be treated as profits available for distribution.

I/We direct my/our proxy to vote on the resolution proposed at the EGM 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
	DD / MM	/ YY

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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CHOI 05 EXT1798

Toppan Merrill 19-3738-2