FBD Holding Plc — Proxy Solicitation & Information Statement 2026

Mar 31, 2026

FBD

Attendance Card

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

The Chair 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, 7 May 2026 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 7 May 2026

Cast your Proxy online...It'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.

Control Number: 921347

SRN:

PIN:

View the Annual Report online: www.fbdgroup.com

To be effective, all proxy appointments must be lodged with the Company's registrars at:

Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland by 5 May 2026 at 11:00 a.m.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, 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 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. The 'Vote Withheld' option overleaf 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 the votes 'For' and 'Against' a resolution.
2. 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.
3. 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 registered 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.
4. 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.
5. Any alterations made to this form should be initialed.
6. The appointment of a proxy will not preclude a member from attending the meeting and voting in person.

All Holders

SG148

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

Resolutions

1. To receive and consider the financial statements for the Company for the year ended 31 December 2025 and the reports of the Directors and the Auditors thereon.
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 Annual Report for the year ended 31 December 2025 (Advisory Resolution).
6. To re-elect the following persons as Directors of the Company:
   (a) James Bergin ☐ ☐ ☐
   (b) Sylvia Cronin ☐ ☐ ☐
   (c) Olive Gaughan ☐ ☐ ☐
   (d) Francie Gorman ☐ ☐ ☐
   (e) Colm McGrattan ☐ ☐ ☐
   (f) Silvia Milián Bon ☐ ☐ ☐
   (g) Patrick Murphy ☐ ☐ ☐

(h) Tomás Ó Midheach	For	Against	Wife	Withheld
(i) Richard Pike	☐	☐	☐	☐
(j) Jean Sharp	☐	☐	☐	☐
(k) Paul Stanley	☐	☐	☐	☐
(l) Kate Tobin	☐	☐	☐	☐
7. To approve the appointment of Deloitte Ireland LLP as Auditors of the Company.	☐	☐	☐	☐
8. To authorise the Directors to fix the remuneration of the Auditors.	☐	☐	☐	☐
9. To renew the Directors authority to allot shares.	☐	☐	☐	☐
10. To approve a limited dis-application of pre-emption rights.	☐	☐	☐	☐
11. 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.	☐	☐	☐	☐
12. To authorise the Company to make market purchases of its own shares.	☐	☐	☐	☐
13. To set the off-market re-issue price range for the Company's shares held in treasury.	☐	☐	☐	☐
14. To maintain the existing authority to convene an EGM by 14 days' notice.	☐	☐	☐	☐

Signature

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 Chair of the Meeting OR the following person

Please leave this box blank if you have selected the Chair. 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, 7 May 2026 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.

• 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

1. To receive and consider the financial statements for the Company for the year ended 31 December 2025 and the reports of the Directors and the Auditors thereon.
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 Annual Report for the year ended 31 December 2025 (Advisory Resolution).
6. To re-elect the following persons as Directors of the Company:
   (a) James Bergin ☐ ☐ ☐
   (b) Sylvia Cronin ☐ ☐ ☐
   (c) Olive Gaughan ☐ ☐ ☐
   (d) Francie Gorman ☐ ☐ ☐
   (e) Colm McGrattan ☐ ☐ ☐
   (f) Silvia Milián Bon ☐ ☐ ☐
   (g) Patrick Murphy ☐ ☐ ☐

(h) Tomás Ó Midheach	For	Against	Wife	Withheld
(i) Richard Pike	☐	☐	☐	☐
(j) Jean Sharp	☐	☐	☐	☐
(k) Paul Stanley	☐	☐	☐	☐
(l) Kate Tobin	☐	☐	☐	☐
7. To approve the appointment of Deloitte Ireland LLP as Auditors of the Company.	☐	☐	☐	☐
8. To authorise the Directors to fix the remuneration of the Auditors.	☐	☐	☐	☐
9. To renew the Directors authority to allot shares.	☐	☐	☐	☐
10. To approve a limited dis-application of pre-emption rights.	☐	☐	☐	☐
11. 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.	☐	☐	☐	☐
12. To authorise the Company to make market purchases of its own shares.	☐	☐	☐	☐
13. To set the off-market re-issue price range for the Company's shares held in treasury.	☐	☐	☐	☐
14. To maintain the existing authority to convene an EGM by 14 days' notice.	☐	☐	☐	☐

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

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).

CCS 3122 09
FBDI +