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Irish Continental Group — AGM Information 2026
Apr 7, 2026
1953_rns_2026-04-07_0b752dbe-08c7-437f-bed3-99135ee6c12e.pdf
AGM Information
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Attendance Card
Please bring this card with you to the meeting and present it at shareholder registration/accreditation.
Irish Continental Group plc ("the Company") will convene the Annual General Meeting ("AGM") of the Company at the The Gibson Hotel, The Point Village, East Wall Road, Dublin D01 X2P2 on Thursday, 7 May 2026 at 11.00 a.m.
Shareholder Reference Number
Form of Proxy - Annual General Meeting to be held on 7 May 2026 at 11.00 a.m.

- (i) be submitted electronically by accessing the Registrar's website, www.eproxyappointment.com. You will require your Control Number, Shareholder Reference Number (SRN) and PIN number as printed on your Form of Proxy. Full details of the procedures, including voting instructions are given on the website; or
- (ii) be submitted by post to Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland.
- 7. This Form of Proxy must (i) in the case of an individual shareholder be signed or submitted electronically by the shareholder or his/her attorney; or (ii) in the case of a body corporate be executed either under its common seal or signed on its behalf by an authorised officer or attorney or submitted electronically in accordance with note 6 above.
- 8. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand on the register of members in respect of the joint holding.
- 9. The 'Abstain' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote to Abstain' 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.
- 10. Pursuant to the Companies Act 2014(as amended), 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 3 May 2026 (or in the case of an adjournment at 6pm on the day immediately preceding the date which falls 72 hours before the date of 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.
- 11. On any other business which may properly come before the meeting or any adjournment thereof and whether procedural, administrative and/or substantive in nature (including without limitation any motion to amend a resolution or adjourn the meeting) and not specified in the Notice of the Meeting or this Form of Proxy, the proxy will act at his/her discretion in voting on such matters.
- 12. 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 5483 to request a change of address form or go to www.investorcentre.com/ie to use the online Investor Centre service.
- 13. Subject to note 1, the appointment of a proxy will not preclude a member from attending the meeting and voting in person.
All Holders
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to cast all their votes in the same way.
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
need to comply with any additional voting deadlines imposed by the respective service offerings. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity. If you hold your shares through the Euroclear Bank or Crest (for those persons holding CDIs) systems, details on how you can vote at the AGM are
3. Every shareholder has the right to appoint a proxy, who need not be a shareholder, to exercise all or any of his/ her/its rights, to attend, speak, ask questions and vote on his/her/its behalf at the meeting, or any adjournment thereof. If you wish to appoint a person other than the Chairman of the meeting, please insert the name of your chosen proxy holder, in block capitals, in the space provided (see reverse). A proxy (including a substitute proxy) shall be entitled at his or her discretion and without notice to you to (i) nominate and appoint any person to be a substitute proxy for him or her for any of the purposes contemplated by this Form of Proxy with liberty to revoke any such appointment at his or her discretion and/or (ii) replace such substitute proxy with any other person at his or her discretion (each of the foregoing being, a Substitute Proxy). A proxy shall provide any Substitute Proxy with a copy (electronic or otherwise) of this Form of Proxy where possible. A Substitute Proxy shall be bound by, and shall be entitled to act in all respects in accordance with, the terms of this Form of Proxy. All
references to 'proxy' shall be deemed to include persons who are Substitute Proxies for the time being. 4. A shareholder may appoint more than one proxy to attend, speak, ask questions, vote and demand or join in demanding a poll at the meeting or any adjournment thereof, provided that each proxy is appointed to exercise rights attached to different shares held by that shareholder. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +353 1 447 5483 or you may photocopy this form. Please indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. 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). All forms must be signed and should be returned together in the same envelope. Where a poll is taken at the AGM, a shareholder, present in person or proxy, holding more than one share is not required
available in the Notice of Meeting and on the Company's website www.icg.ie
for any instruction that does not comply with these conditions.
Poll Card To be completed only at the AGM if a Poll is called.
| 1. | Ordinary ResolutionsTo receive and consider the 2025 fi nancial statements and thereports of the directors and auditor thereon and a review of theaffairs of the Company | For | Against | Abstain | ForAgainstAbstain6.General authority to allot relevant securities | ||
|---|---|---|---|---|---|---|---|
| 2. | To declare a fi nal dividend of 10.95 cent per ordinary share forthe year ended 31 December 2025 | Special Resolutions7.To disapply statutory pre-emption provisions in specifi edcircumstances | |||||
| 3. | (a) To re-appoint J. B. McGuckian as a director | 8.To disapply statutory pre-emption provisions in additionalspecifi ed circumstances | |||||
| (b) To re-appoint E. Rothwell as a director | 9.To authorise the Company to make market purchases of itsown shares | ||||||
| (c) To re-appoint D. Ledwidge as a director | 10. To authorise the Company to make market purchases of itsown shares by way of tender offer | ||||||
| (d) To re-appoint L. Williams as a director | y11. To authorise the Company to re-allot treasury shares | ||||||
| (e) To re-appoint D. Clague as a director | l12. Authority to convene certain general meetings on14 days notice | ||||||
| (f) To re-appoint E. Moloney as a director | n | ||||||
| 4. | To authorise the directors to fi x the auditor's remuneration forthe year ended 31 December 2026 | ||||||
| 5. | To receive and consider the Report of the RemunerationCommittee for the year ended 31 December 2025 | oSignature | |||||
| as indicated by an X in the appropriate box. | noYou can also instruct your proxy not to vote on a resolution by inserting an "X" in the abstain box.I/We hereby appoint the Chairman of the AGM OR the following personitPlease leave this box blank if you have selected the Chairman. Do not insert your own name(s).aas my/our proxy to attend, speak, ask questions, vote and demand or join in demanding a poll in respect of my/our full voting entitlement* on my/our behalf on any matter at the Annual General Meeting of Irish Continental Group plc to be held at The Gibson Hotel, The Point Village,East Wall Road, Dublin D01 X2P2 on 7 May 2026 at 11.00 a.m., and at any adjournment thereof.mI/We confi rm that I/we have read and agree to be bound by the Explanatory Notes enclosed. I/We direct that my/our vote(s) be cast on the specifi ed resolutions* 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. | ||||||
| 1. | Ordinary ResolutionsTo receive and consider the 2025 fi nancial statements and thereports of the directors and auditor thereon and a review of theaffairs of the Company | Foro | rAgainst | Abstain | ForAgainstAbstain5.To receive and consider the Report of the RemunerationCommittee for the year ended 31 December 2025 | ||
| 2. | fTo declare a fi nal dividend of 10.95 cent per ordinary share forthe year ended 31 December 2025 | 6.General authority to allot relevant securitiesSpecial Resolutions | |||||
| 3. | n(a) To re-appoint J. B. McGuckian as a director | 7.To disapply statutory pre-emption provisions in specifi edcircumstances | |||||
| i(b) To re-appoint E. Rothwell as a director | 8.To disapply statutory pre-emption provisions in additionalspecifi ed circumstances | ||||||
| (c) To re-appoint D. Ledwidge as a director | 9.To authorise the Company to make market purchases of itsown shares | ||||||
| r(d) To re-appoint L. Williams as a director | 10. To authorise the Company to make market purchases of itsown shares by way of tender offer | ||||||
| o(e) To re-appoint D. Clague as a director | 11. To authorise the Company to re-allot treasury shares | ||||||
| F(f) To re-appoint E. Moloney as a director | 12. Authority to convene certain general meetings on14 days notice | ||||||
| 4. | To authorise the directors to fi x the auditor's remuneration forthe year ended 31 December 2026 |
Signature Date
on my/our behalf in respect of any procedural resolutions moved at the AGM.
In the case of a body corporate, this proxy must be given under its common seal or be signed on its behalf by an attorney or offi cer duly authorised, stating their capacity (e.g. director, secretary).
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I/we direct my/our proxy to vote on the resolutions proposed at the AGM (and any adjournment thereof) 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 fi t or abstain in relation to any business of the meeting (or any adjournment thereof) and whether procedural or administrative in nature (including without limitation any motion to amend a resolution or adjourn the meeting). My/our proxy shall decide on how to vote
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