Irish Continental Group

Proxy Solicitation & Information Statement • Apr 10, 2024

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 Gibson Hotel, The Point Village, East Wall Road, Dublin D01 X2P2 on Thursday, 9 May 2024 at 11.00 a.m.

Shareholder Reference Number

Form of Proxy - Annual General Meeting to be held on 9 May 2024 at 11.00 a.m.

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 7 May 2024.

Explanatory Notes:

• 1. Notwithstanding any other matter herein, the Company will take all appropriate safety measures as the Directors may in the their absolute discretion determine from time to time, and in any individual case, to be necessary or desirable at, during or prior to the meeting to ensure the safety of attendees and others involved with it and comply with applicable requirements. Such measures may, without limitation, include the restriction of the number of attendees, and health and/or compliance related checks and requirements.
• 2. The process for appointing a proxy now depends on the manner in which you hold your interest in the Company's shares. All proxy voting instructions (whether submitted directly or through the Euroclear Bank or Crest (for those persons holding CDIs) systems must be received by the Registrar not less than 48 hours before the time appointed for the AGM or any adjournment of the AGM. However, persons holding through the Euroclear Bank system or the CREST system will also 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 in uncertificated (electronic) form, details on how you can vote at the AGM are available in the Notice of Meeting and on the Company's website www.icg.ie
• 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 to cast all their votes in the same way.
• 5. 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

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 for any instruction that does not comply with these conditions.

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.

• 6. For shareholders whose name appears on the register of members of the Company (being shareholders holding shares in certificated (paper) form), your 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 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 5 May 2024 (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

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 2023 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 auditor's remuneration for the year ended 31 December 2024
2.	To declare a fi nal dividend of 9.93 cent per ordinary share for the year ended 31 December 2023				5. To receive and consider the Report of the Remuneration Committee for the year ended 31 December 2023
3.	(a) To re-appoint J. B. McGuckian as a director				6. General authority to allot relevant securities Special Resolutions
	(b) To re-appoint E. Rothwell as a director				7. To disapply statutory pre-emption provisions in specifi ed circumstances
	(c) To re-appoint D. Ledwidge as a director				8. To disapply statutory pre-emption provisions in connection with specifi ed transactions
	(d) To re-appoint L. Williams as a director				Y L 9. To authorise the Company to make market purchases of its own shares
	(e) To re-appoint D. Clague as a director				10. To authorise the Company to re-allot treasury shares
	(f) To re-appoint E. Moloney as a director				N O 11. Authority to convene certain general meetings on 14 days notice
					N Signature
	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). Road, Dublin D01 X2P2 on 9 May 2024 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.				O I T A as 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
				M	For Against Abstain
	Ordinary Resolutions To receive and consider the 2023 fi nancial statements and the reports of the directors and auditor thereon and a review of the	For	R Against	Abstain	4. To authorise the directors to fi x the auditor's remuneration for the year ended 31 December 2024
	affairs of the Company To declare a fi nal dividend of 9.93 cent per ordinary share for the year ended 31 December 2023				5. To receive and consider the Report of the Remuneration Committee for the year ended 31 December 2023
1. 2. 3.	(a) To re-appoint J. B. McGuckian as a director	O			6. General authority to allot relevant securities
	F (b) To re-appoint E. Rothwell as a director				Special Resolutions 7. To disapply statutory pre-emption provisions in specifi ed circumstances
	N I (c) To re-appoint D. Ledwidge as a director				8. To disapply statutory pre-emption provisions in connection with specifi ed transactions
	(d) To re-appoint L. Williams as a director				9. To authorise the Company to make market purchases of its own shares
	R O (e) To re-appoint D. Clague as a director F				10. To authorise the Company to re-allot treasury shares

Signature

Form of Proxy

Ordinary Resolutions

		For	Against	Abstain
1.	To receive and consider the 2023 fi nancial statements and the reports of the directors and auditor thereon and a review of the affairs of the Company
2.	To declare a fi nal dividend of 9.93 cent per ordinary share for the year ended 31 December 2023
3.	(a) To re-appoint J. B. McGuckian as a director
	(b) To re-appoint E. Rothwell as a director
	(c) To re-appoint D. Ledwidge as a director
	(d) To re-appoint L. Williams as a director
	(e) To re-appoint D. Clague as a director
	(f) To re-appoint E. Moloney as a director

4.	To authorise the directors to fi x the auditor's remuneration for the year ended 31 December 2024
5.	To receive and consider the Report of the Remuneration Committee for the year ended 31 December 2023
6.	General authority to allot relevant securities Special Resolutions
7.	To disapply statutory pre-emption provisions in specifi ed circumstances
8.	To disapply statutory pre-emption provisions in connection with specifi ed transactions
9.	To authorise the Company to make market purchases of its own shares
	10. To authorise the Company to re-allot treasury shares
	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

Date
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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).

12WZBA D01

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