C&C Group Plc — Proxy Solicitation & Information Statement 2012

May 28, 2012

Signature
Date
2012

C&C Group plc

FORM OF VOTING INSTRUCTION

To be used for the Annual General Meeting of C&C Group plc ("the Company") to be held on 27 June 2012 at 11.00 a.m. at The Shelbourne Hotel, St Stephen's Green, Dublin 2.

VOTING INSTRUCTION

I, the undersigned, being a participant in the C&C Profit Sharing Scheme Part A (Ireland), hereby request Capita Corporate Trustees Limited as Trustee of the Scheme and pursuant to the Rules thereof to represent me and to vote for me and on my behalf at the Annual General Meeting of the Company to be held at The Shelbourne Hotel, St Stephen's Green, Dublin 2 on 27 June 2012 at 11.00 a.m. and at any adjournment thereof.

I direct Capita Corporate Trustee Limited to vote on the resolutions set out in the Notice convening the Meeting as indicated by an X in the appropriate box and in respect of other Resolutions that may arise at the Meeting as the Trustee thinks fit.

RESOLUTIONS	FOR	AGAINST	VOTE WITHHELD
(1) To consider the financial statements for the year ended 29 February 2012 and the reports of the Directors and the auditors thereon.
(2) To confirm and declare dividends.
(3) Election of Directors
(a) To re-elect Sir Brian Stewart.
(b) To re-elect Stephen Glancey.
(c) To re-elect Kenny Nelson.
(d) To re-elect John Burgess.
(e) To elect Stewart Gilliland.
(f) To re-elect John Hogan.
(g) To re-elect Richard Holroyd.
(h) To re-elect Philip Lynch.
(i) To re-elect Breeze O’Donoghue.
(j) To elect Tony Smurfit.
(4) To authorise the Directors to fix the auditors’ remuneration.
(5) To receive and consider the Report of the Remuneration Committee on Directors’ Remuneration for the year ended 29 February 2012.
(6) To authorise the allotment of shares. (Section 20 of the Companies (Amendment) Act, 1983)
(7) Special Resolution: To authorise the limited disapplication of pre-emption rights. (Section 24 of the Companies (Amendment) Act, 1983)
(8) Special Resolution: To authorise the purchase by the Company of its own shares. (Section 215 of the Companies Act, 1990)
(9) Special Resolution: To authorise the re-issue by the Company of its shares off-market. (Section 209 of the Companies Act, 1990)
(10) Special Resolution: That a general meeting of the Company may be called on 14 days’ notice.
(11) Ordinary Resolution: To extend the operation of, and amend the rules and conditions of, the all-employee Profit Sharing Scheme.
(12) Ordinary Resolution: To amend the rules and conditions of the Long Term Incentive Plan.
(13) Ordinary Resolution: To amend the arrangements for the Joint Share Ownership Plan.

Notes

1. Please indicate how you wish the Trustee to vote by placing an "X" in the appropriate box. Unless otherwise directed and in respect of any other procedural resolutions moved during the Meeting the Trustee will vote as it thinks fit or abstain from voting.
2. To be effective, this voting instruction must be received by the Trustee c/o, Capita Registrars, Unit 5, Manor Street Business Park, Manor Street, Dublin 7, Ireland not later than 11.00 a.m. on 22 June 2012.
3. The "Vote Withheld" option is provided to enable you to abstain on any particular resolution. However, it should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against the resolution.