Irish Continental Group — Proxy Solicitation & Information Statement 2020

Jul 3, 2020

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 Company's registered office at Ferryport, Alexandra Road, Dublin 1, D01 W2F5 on Tuesday, 28 July 2020 at 11:00 a.m. Your attention is drawn to the Chairman's Letter and the request not to attend the AGM in person but to submit your votes through the proxy voting service outlined below.

Shareholder Reference Number

Form of Proxy - Annual General Meeting to be held on 28 July 2020 at 11.00 a.m.

Cast your Proxy online...It's fast, easy and secure!

www.eproxyappointment.com

PIN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

To view the AGM Documentation online log on to www.icg.ie

To be effective, all proxy appointments must be lodged with the Company's Registrar at: Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82 or through the voting website, see above, by 11.00 a.m. on 26 July 2020.

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 certified 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 specifications as set out in the CREST Manual and received by the Registrar under (ID 3RA50).

Control Number: 916596

SRN:

• 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 officer 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 (Uncertificated 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 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.
• 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.

All Holders

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 2019 financial statements and the reports of the directors and auditor thereon and a review of the affairs of the Company				4.	To receive and consider the Report of the Remuneration Committee for the year ended 31 December 2019
2.	(a) To re-appoint J. B. McGuckian as a director				5.	General authority to allot relevant securities Special Resolutions
	(b) To re-appoint E. Rothwell as a director				6.	To disapply statutory pre-emption provisions in specified circumstances for up to 5% of the issued share capital
	(c) To re-appoint D. Ledwidge as a director				7.	To disapply statutory pre-emption provisions for up to an additional 5% of the issued share capital in connection with specified transactions
	(d) To re-appoint C. Duffy as a director				8.	To authorise the Company to make market purchases of its own shares
	(e) To re-appoint B. O'Kelly as a director				9.	To authorise the Company to re-allot treasury shares
	(f) To re-appoint J. Sheehan as a director					10. Authority to convene certain general meetings on 14 days notice
3.	To authorise the directors to fix the auditors remuneration for the year ended 31 December 2020
						Signature
	Please leave this box blank if you have selected the Chairman. Do not insert your own name(s). 11.00 a.m.,and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified 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.					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 Company's registered office Ferryport, Alexandra Road, Dublin 1, D01 W2FS on 28 July 2020 at
		For
1.	Ordinary Resolutions To receive and consider the 2019 financial statements and the reports of the directors and auditor thereon and a review of the affairs of the Company		Against	Abstain	4.	To receive and consider the Report of the Remuneration Committee for the year ended 31 December 2019	For	Against	Abstain
2.	(a) To re-appoint J. B. McGuckian as a director				5.	General authority to allot relevant securities Special Resolutions
	(b) To re-appoint E. Rothwell as a director				6.	To disapply statutory pre-emption provisions in specified circumstances for up to 5% of the issued
	(c) To re-appoint D. Ledwidge as a director					share capital
	(d) To re-appoint C. Duffy as a director				7.	To disapply statutory pre-emption provisions for up to an additional 5% of the issued share capital in connection with specified transactions
	(e) To re-appoint B. O'Kelly as a director				8.	To authorise the Company to make market purchases of its own shares
	(f) To re-appoint J. Sheehan as a director				9.	To authorise the Company to re-allot treasury shares
3.	To authorise the directors to fix the auditors					10. Authority to convene certain general meetings on 14

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 fit 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.

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12NNPB D01

X T 0 4 1 7 0 1 I C G I

stating their capacity (e.g. director, secretary).

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 officer duly authorised,

Signature		Date
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