Irish Continental Group — AGM Information 2012

May 30, 2012

Irish Continental Group plc (Registered in Ireland No.: 41043)

At the Annual General Meeting of Irish Continental Group plc ("the Company") held on 30 May 2012 the following resolutions were passed under special business.

As an ordinary resolution:

"That the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities (within the meaning of Section 20 of the Companies (Amendment) Act, 1983) up to an aggregate nominal value not exceeding 33.33% of the nominal value of the present issued ordinary share capital and the present authorised but unissued redeemable share capital; provided that this authority shall expire at the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to such offer or agreement, as if the authority conferred hereby had not expired."

As a special resolution:

"That the Directors be and are hereby empowered pursuant to Section 23 and Section 24 (1) of the Companies (Amendment) Act, 1983 to allot equity securities (within the meaning of Section 23 of the said Act) for cash, pursuant to the authority conferred by resolution 6 in this notice of annual general meeting, as if Section 23(1) did not apply to any such allotment, provided that this power shall be limited to:

• (1) the allotment of equity securities in connection with a rights issue in favour of shareholders where the equity securities are offered proportionally (or as nearly as may be) to the respective numbers of shares held by such shareholders (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with issues arising, in respect of overseas shareholders, under the laws of any territory or the requirements of any regulatory body or any Stock Exchange in any territory, or in connection with fractional entitlements or otherwise);
• (2) the allotment of equity securities pursuant to any of the Company's share option schemes for the time being in force; and
• (3) the allotment (otherwise than pursuant to sub-paragraphs (1) or (2) above) of equity securities up to an aggregate nominal value of five per cent of the aggregate nominal value of the Company's issued share capital of the Company for the time being;

and the power shall expire at the conclusion of the next annual general meeting of the Company or (if earlier) 30 August 2013, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to such offer or agreement as if the power conferred hereby had not expired."

As a special resolution:

"That subject to and for the purposes of the Companies Act, 1990, the Company and/or any of its subsidiaries be and are hereby generally authorised to make market purchases of shares of any class of the Company on such terms and conditions and in such manner as the Directors may from time to time determine, but so that:

• (i) the maximum number of shares authorised to be purchased under this resolution shall be such number of shares whose aggregate nominal value shall not exceed 15 per cent of the aggregate nominal value of the issued share capital of the Company as at the commencement of business on the day of the passing of this resolution;
• (ii) the minimum price (exclusive of expenses) which may be paid for any share is an amount equal to its nominal value;
• (iii) the maximum price (exclusive of expenses) which may be paid for any share shall not exceed the higher of:
• (a) the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out, as stipulated by Article 5(1) of Commission Regulation (EC) (No. 2273/2003) of 22 December 2003 implementing the Market Abuse Directive 2003/6/EC as regards exemptions for buy-back programmes and stabilisation of financial instruments; and
• (b) 105% of the average of the Relevant Price for such shares of the same class for each of the five business days immediately preceding the day of the purchase of the shares;
• (iv) for the purpose of sub-paragraph (iii)(b), "Relevant Price" means, in respect of the purchase of shares traded on the Irish Stock Exchange Limited (ISE), the official closing price of such shares as published in the ISE Daily Official List, or in respect of the purchase of shares traded on the London Stock Exchange plc (LSE), the official closing price of such shares as published in the LSE Daily Official List, or if on any business day there shall be no dealing of shares on the trading venue where the purchase is carried out, the Relevant Price shall be determined by the such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable; and
• (v) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or (if earlier) 30 November 2013 unless previously varied, revoked or renewed. The Company or any subsidiary may before such expiry make a contract for the purchase of shares which would or might be wholly or partly executed after such expiry and may make a purchase of shares pursuant to any such contract as if the authority hereby conferred had not expired."

As a special resolution:

"That, for the purposes of Section 209 of the Companies Act, 1990, the re-issue price range at which any treasury share (as defined by Section 209) for the time being may be re-issued off-market shall be as follows:

• (i) the maximum price (exclusive of expenses) at which a treasury share may be re-issued off-market shall be an amount equal to 120 per cent of the Appropriate Price;
• (ii) the minimum price (exclusive of expenses) at which a treasury share may be re-issued off-market shall be an amount equal to 95 per cent of the Appropriate Price (provided always that no treasury share shall be issued at a price lower than its nominal value);
• (iii) for the purposes of sub-paragraphs (i) and (ii), the expression "Appropriate Price" shall mean the average of the Relevant Price for shares of the class of which such treasury share is to be re-issued for the five business days before the day on which the treasury share is re-issued or if on any business day there shall be no dealing of shares, the Relevant Price shall be determined by the such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable;
• (iv) for the purposes of this resolution "Relevant Price" shall have the same meaning as in Resolution 8; and
• (v) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or (if earlier) 30 November 2013 unless previously varied, revoked or renewed. The Company or any subsidiary may before such expiry make a contract for the re-issue of treasury shares which would or might be wholly or partly executed after such expiry and may make a re-issue of treasury shares pursuant to any such contract as if the authority hereby conferred had not expired."

As a special resolution:

"That, in accordance with the Shareholders' Rights (Directive 2007/36/EC) Regulations 2009, a general meeting of the Company, other than an annual general meeting or a general meeting for the passing of a special resolution, may be called on 14 days' notice."

Tom Corcoran Company Secretary

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