Irish Continental Group — Proxy Solicitation & Information Statement 2018

Apr 9, 2018

Please bring this card with you to the meeting and present it at shareholder registration/accreditation. Attendance Card

Form of Proxy - Annual General Meeting to be held on 10 May 2018 at 11.00 a.m.

Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin D18Y2X6 or through the voting website, see above, by 8 May 2018 at 11.00 a.m.

Explanatory Notes:

• 1. 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).
• 2. A shareholder may appoint more than one proxy to attend, speak, ask questions and vote 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 to cast all their votes in the same way.
• 3. To be effective, the completed and executed, Form of Proxy together with any original power of attorney or other authority under which is it executed, or a copy of such authority notarially certifi ed must be deposited with the Registrar of the Company by post to Computershare Investor Services (Ireland) Limited so as to be received no later than 48 hours before the time appointed for the meeting or any adjournment thereof, or (in the case of a poll taken otherwise than at or on the same day as the AGM or adjourned AGM) at least 48 hours before the taking of the poll at which it is to be used. Any alteration to the Form of Proxy must be initialled by the person who signs it.
• 4. Alternatively, subject to the constitution of the Company and provided it is received not less than 48 hours before the time appointed for the holding of the meeting or the adjournment thereof or (in the case of a poll taken otherwise than at or on the same day as the meeting or at any adjournment thereof) at least 48 hours before the taking of the poll at which it is to be used, the appointment of a proxy may:
• (a) be submitted by fax to +353 (1) 447 5572, provided it is received in legible form; or

• (b) 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

• (c) be submitted through CREST in the case of CREST members, CREST sponsored members or CREST members who have appointed voting service providers. Transmission of CREST Proxy instructions must be done and authenticated in accordance with Euroclear specifi cations as set out in the CREST Manual and received by the Registrar under (ID 3RA50)".

• 5. 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 offi cer or attorney or submitted electronically in accordance with note 4 above.
• 6. 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.
• 7. 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.
• 8. Pursuant to section 1095 and 1105 of the Companies Act 2014 and regulation 14 of the Companies Act, 1990 (Uncertifi cated Securities) Regulations 1996, 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 before the date of the meeting (or in the case of an adjournment as at close of business on the day which is two days 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.
• 9. On any other business which may properly come before the meeting, or any adjournment thereof and whether procedural and/or substantive in nature (including without limitation any motion to amend a resolution or adjourn the meeting) and not specifi ed in the Notice of the Meeting or this Form of Proxy, the proxy will act at his/her discretion in voting on such matters.
• 10. 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.
• 11. The appointment of a proxy will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Holders 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.

MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

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

Ordinary Resolutions		For Against Abstain			For Against Abstain
1. To receive and consider the 2017 fi nancial statements and the reports of the directors and auditor thereon and a review of the affairs of the Company.				4. To authorise the directors to fi x the auditors remuneration for the year ended 31 December 2018
2. To declare a fi nal dividend of 8.15 cent per ordinary share for the year ended 31 December 2017				5. To receive and consider the Report of the Remuneration Committee for the year ended 31 December 2017
3. (a) To re-appoint J. B. McGuckian as a director				6. General authority to allot relevant securities
(b) To re-appoint E. Rothwell as a director				Special Resolutions 7. To disapply statutory pre-emption provisions in specifi ed circumstances for up to 5% of the issued share capital
(c) To re-appoint D. Ledwidge as a director				8. To disapply statutory pre-emption provisions for up to an additional 5% of the issued share capital in connection with specifi ed transactions
(d) To re-appoint C. Duffy as a director				To authorise the Company to make market purchases of its own shares 9.
(e) To re-appoint B. O'Kelly as a director				10. To authorise the Company to re-allot treasury shares
(f) To re-appoint J. Sheehan as a director				11. Authority to convene certain general meetings on 14 days notice
				Signature
Form of Proxy
X Please use a black pen. Mark with an X inside the box as shown in this example. You 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 person
Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).				C1234567890 A	B C	D
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 Irish Continental Group plc to be held at the Gibson Hotel, The Point Village, East Wall Road, Dublin D01X2P2 on 10 May 2018 at 11.00 a.m., and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specifi ed 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.
Ordinary Resolutions	For	Against Abstain			For	Against Abstain
1. To receive and consider the 2017 fi nancial statements and the reports of the directors and auditor thereon and a review of the affairs of the Company				4. To authorise the directors to fi x the auditors remuneration for the year ended 31 December 2018
2. To declare a fi nal dividend of 8.15 cent per ordinary share for the year ended 31 December 2017				5. To receive and consider the Report of the Remuneration Committee for the year ended 31 December 2017
3. (a) To re-appoint J. B. McGuckian as a director				6. General authority to allot relevant securities
(b) To re-appoint E. Rothwell as a director				Special Resolutions 7. To disapply statutory pre-emption provisions in specifi ed circumstances for up to 5% of the issued share capital
(c) To re-appoint D. Ledwidge as a director				8. To disapply statutory pre-emption provisions for up to an additional 5% of the issued share capital in connection with specifi ed transactions
(d) To re-appoint C. Duffy as a director				To authorise the Company to make market purchases of its 9. own shares
(e) To re-appoint B. O'Kelly as a director				10. To authorise the Company to re-allot treasury shares
(f) To re-appoint J. Sheehan as a director				11. Authority to convene certain general meetings on 14 days notice
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. My/our proxy shall decide on how to vote on my/our behalf in respect of any procedural resolutions moved at the AGM.

Signature Date

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C

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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