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Intermediate Capital Group PLC Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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iCG
Attendance Card
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
The Chair of INTERMEDIATE CAPITAL GROUP PLC invites you to attend the Annual General Meeting of the Company to be held at Procession House, 55 Ludgate Hill, London EC4M 7JW on 16 July 2025 at 2.30 pm.
Shareholder Reference Number
Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on 16 July 2025
Cast your Proxy online...It's fast, easy and secure!
www.investorcentre.co.uk/eproxy
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: 920589
SRN:
PIN:
View the Notice of Meeting and Annual Report online: https://www.icgam.com/shareholders/
Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!
To be effective, all proxy appointments must be lodged with the Company's Registrars at:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 14 July 2025 at 2.30 pm.
Explanatory Notes:
- Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their 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). 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 returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
- To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1064 (+44 (0)370 707 1064 if calling from outside the United Kingdom) or you may photocopy 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 marking 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.
- 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.
- Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, 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 close of business on the day which
is two days (excluding non-working days) before the day of the 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.
- To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
- The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1064 (+44 (0)370 707 1064 if calling from outside the United Kingdom) to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
- Any alterations made to this form should be initialled.
- The completion and return of this form will not preclude a member from attending the meeting and voting in person.
- Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
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 PLC accept no liability for any instruction that does not comply with these conditions.
All Named Holders
5G110
192860_246071_MAIL/000001/000001/SG150/il1
12ZX9F D01
Poll Card To be completed only at the AGM if a Poll is called.
| Ordinary Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the Company's financial statements and reports of the Directors of the Company (the "Directors") and of the auditor for the financial year ended 31 March 2025. | ☐ | ☐ | ☐ |
| 2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) as set out in the annual report and accounts for the financial year ended 31 March 2025. | ☐ | ☐ | ☐ |
| 3. To re-appoint Ernst & Young LLP as auditor of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next general meeting of the Company at which accounts are laid. | ☐ | ☐ | ☐ |
| 4. To authorize the Audit Committee, for and on behalf of the Board, to determine the remuneration of the auditors. | ☐ | ☐ | ☐ |
| 5. To declare a Final Dividend of 56.7 pence per ordinary share for the financial year ended 31 March 2025. | ☐ | ☐ | ☐ |
| 6. To re-appoint William Rucker as a Director of the Company. | ☐ | ☐ | ☐ |
| 7. To appoint Sonia Baxendale as a Director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-appoint David Bicarregui as a Director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-appoint Benoît Durteste as a Director of the Company. | ☐ | ☐ | ☐ |
| 10. To re-appoint Antje Hensel-Roth as a Director of the Company. | ☐ | ☐ | ☐ |
| 11. To re-appoint Virginia Holmes as a Director of the Company. | ☐ | ☐ | ☐ |
| 12. To re-appoint Rosemary Leith as a Director of the Company. | ☐ | ☐ | ☐ |
| 13. To re-appoint Matthew Lester as a Director of the Company. | ☐ | ☐ | ☐ |
| 14. To re-appoint Andrew Sykes as a Director of the Company. | ☐ | ☐ | ☐ |
| 15. To re-appoint Stephen Welton as a Director of the Company. | For | Against | Vote Withheld |
| --- | --- | --- | --- |
| 16. That the ICG Sharesave Plan 2025 summarised in the Appendix within the Notice of Annual General Meeting be adopted and approved by the Board. | ☐ | ☐ | ☐ |
| 17. That the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares in the Company. | ☐ | ☐ | ☐ |
| Special Resolutions | |||
| 18. That subject to the passing of Resolution 17, the Directors be generally empowered pursuant to section 570 of the Act to allot equity securities for cash free from pre-emption rights. | ☐ | ☐ | ☐ |
| 19. That, in addition to any authority granted under Resolution 18, and subject to the passing of Resolution 17, the Directors be generally empowered pursuant to section 570 of the Act to allot equity securities for cash free from pre-emption rights for the purposes of an acquisition or a specified capital investment. | ☐ | ☐ | ☐ |
| 20. That the Company be generally and unconditionally authorised for the purposes of section 701 of the Act to make one or more market purchases of ordinary shares in the capital of the Company. | ☐ | ☐ | ☐ |
| 21. To authorise the Directors to call a general meeting of the Company other than an annual general meeting on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
| 22. To change the name of the Company to ICG PLC. | ☐ | ☐ | ☐ |
Signature
In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.
Form of Proxy
Please complete this box only if you wish to appoint a third party proxy other than the Chair.
Please leave this box blank if you want to select the Chair. Do not insert your own name(s).
I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of INTERMEDIATE CAPITAL GROUP PLC to be held at Procession House, 55 Ludgate Hill, London EC4M 7JW on 16 July 2025 at 2.30 pm, and at any adjourned meeting.
*For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X inside the box as shown in this example. ☑
| Ordinary Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the Company's financial statements and reports of the Directors of the Company (the "Directors") and of the auditor for the financial year ended 31 March 2025. | ☐ | ☐ | ☐ |
| 2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) as set out in the annual report and accounts for the financial year ended 31 March 2025. | ☐ | ☐ | ☐ |
| 3. To re-appoint Ernst & Young LLP as auditor of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next general meeting of the Company at which accounts are laid. | ☐ | ☐ | ☐ |
| 4. To authorise the Audit Committee, for and on behalf of the Board, to determine the remuneration of the auditors. | ☐ | ☐ | ☐ |
| 5. To declare a Final Dividend of 56.7 pence per ordinary share for the financial year ended 31 March 2025. | ☐ | ☐ | ☐ |
| 6. To re-appoint William Rucker as a Director of the Company. | ☐ | ☐ | ☐ |
| 7. To appoint Sonia Baxendale as a Director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-appoint David Bicarregui as a Director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-appoint Benoît Durteste as a Director of the Company. | ☐ | ☐ | ☐ |
| 10. To re-appoint Antje Hensel-Roth as a Director of the Company. | ☐ | ☐ | ☐ |
| 11. To re-appoint Virginia Holmes as a Director of the Company. | ☐ | ☐ | ☐ |
| 12. To re-appoint Rosemary Leith as a Director of the Company. | ☐ | ☐ | ☐ |
| 13. To re-appoint Matthew Lester as a Director of the Company. | ☐ | ☐ | ☐ |
| 14. To re-appoint Andrew Sykes as a Director of the Company. | For | Against | Vote Withheld |
| --- | --- | --- | --- |
| 15. To re-appoint Stephen Welton as a Director of the Company. | ☐ | ☐ | ☐ |
| 16. That the ICG Sharesave Plan 2025 summarised in the Appendix within the Notice of Annual General Meeting be adopted and approved by the Board. | ☐ | ☐ | ☐ |
| 17. That the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares in the Company. | ☐ | ☐ | ☐ |
| Special Resolutions | |||
| 18. That subject to the passing of Resolution 17, the Directors be generally empowered pursuant to section 570 of the Act to allot equity securities for cash free from pre-emption rights. | ☐ | ☐ | ☐ |
| 19. That, in addition to any authority granted under Resolution 18, and subject to the passing of Resolution 17, the Directors be generally empowered pursuant to section 570 of the Act to allot equity securities for cash free from pre-emption rights for the purposes of an acquisition or a specified capital investment. | ☐ | ☐ | ☐ |
| 20. That the Company be generally and unconditionally authorised for the purposes of section 701 of the Act to make one or more market purchases of ordinary shares in the capital of the Company. | ☐ | ☐ | ☐ |
| 21. To authorise the Directors to call a general meeting of the Company other than an annual general meeting on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
| 22. To change the name of the Company to ICG PLC. | ☐ | ☐ | ☐ |
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed 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).
CCS2762 02 ICG
12ZX0F D01