Irish Continental Group — AGM Information 2015

May 20, 2015

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

At the Annual General Meeting of Irish Continental Group plc ("the Company") held on 20 May 2015 the following resolutions were passed under special business.

As an ordinary resolution:

"That the Directors be and are hereby generally and unconditionally authorised, pursuant to Section 20 of the Companies (Amendment) Act 1983 (and, from its commencement, Section 1021 of the Companies Act 2014), to exercise all of the powers of the Company to allot relevant securities (within the meaning of Section 20 of the Companies (Amendment) Act 1983 (and, from its commencement, Section 1021 of the Companies Act 2014)) up to an aggregate nominal value not exceeding 33.33% of the of the aggregate nominal value of the issued ordinary share capital and the authorised but unissued redeemable share capital of the Company; provided that this authority shall expire at the conclusion of the next AGM 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 Sections 23 and 24(1) of the Companies (Amendment) Act 1983 (and, from their commencement, Sections 1022 and 1023(3) of the Companies Act 2014) to allot equity securities (as defined by the said Section 23 and, from its commencement, Section 1023 of the Companies Act 2014) for cash pursuant to the authority referred to at Resolution 6 above, as if the said Section 23(1) (and, from its commencement, Section 1022 of the Companies Act 2014) did not apply to any such allotment, provided that this power shall be limited to:

• (i) the allotment of equity securities in connection with any offer of securities, open for a period fixed by the Directors, by way of rights, open offer or otherwise in favour of holders of Ordinary Shares and/or any persons having a right to subscribe for securities in the capital of the Company (including, without limitation, any person entitled to options under any of the Company's share option schemes or share incentive plans then in force) and subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems (including dealing with any fractional entitlements) under the laws of, or the requirements of any regulatory body or stock exchange in, any territory; and
• (ii) the allotment of equity securities (otherwise than pursuant to Resolution 7(i) above) up to a maximum aggregate nominal value of 5% of the 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) 19 August, 2016, 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 (and, from its commencement, the Companies Act 2014), the Company and/or any of its subsidiaries be and are hereby generally authorised to make market purchases and/or overseas market purchases, as defined by Section 212 of the Companies Act, 1990 (and, from its commencement, Section 1072 of the Companies Act 2014), 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 present issued share capital of the Company;

(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 on which there is no dealing of shares on the trading venue where the purchase is carried out, the Relevant Price shall be determined by 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 AGM of the Company or (if earlier) 19 November 2016 unless previously varied, revoked or renewed by special resolution in accordance with the provisions of Section 215 of the Companies Act, 1990 (and, from its commencement, Section 1074 of the Companies Act 2014). 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 (and, from its commencement, Section 1078 of the Companies Act 2014), the re-issue price range at which any treasury share (as defined by Section 209 and from its commencement, Section 106 of the Companies Act 2014) 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 offmarket 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 offmarket shall be the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme (as defined by the listing rules of the Irish Stock Exchange Limited) operated by the Company, or in all other cases 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 reissued or if on any business day there shall be no dealing of shares, the Relevant Price shall be determined by 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 AGM of the Company or (if earlier) 19 November 2016 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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