Result of AGM

11 May 2022

Irish Continental Group plc

Result of Annual General Meeting (“AGM”)

At the AGM of Irish Continental Group plc held today, Wednesday 11 May 2022, all resolutions proposed were passed on a poll.

The full text of each resolution was included in the Notice of the Annual General Meeting published and circulated to shareholders on 8 April 2022 and which is available on the Company’s website www.icg.ie.

The table below sets out the results of the poll on each resolution.

	RESOLUTION	For		Against		Total Votes	Withheld
		Number	%	Number	%	Number	Number
ANNUAL GENERAL MEETING
1	To receive and consider the 2021 financial statements and the reports of the directors and auditor thereon and a review of the affairs of the Company (as an advisory resolution)	125,436,467	100.00%	0	0.00%	125,436,467	3,569
2	To declare a final dividend of 9.0 cent per ordinary share for the year ended 31 December 2021	125,024,750	99.67%	412,536	0.33%	125,437,286	2,750
3.a	To re-appoint John B. McGuckian as a director	83,643,406	77.05%	24,907,394	22.95%	108,550,800	16,889,236
3.b	To re-appoint Eamonn Rothwell as a director	118,561,486	94.52%	6,878,550	5.48%	125,440,036	0
3.c	To re-appoint David Ledwidge as a director	120,767,183	96.28%	4,669,413	3.72%	125,436,596	3,440
3.d	To re-appoint John Sheehan as a director	107,663,418	85.83%	17,772,049	14.17%	125,435,467	4,569
3.e	To re-appoint Lesley Williams as a director	125,260,279	99.87%	159,022	0.13%	125,419,301	20,735
3.f	To re-appoint Daniel Clague as a director	119,215,613	95.05%	6,203,688	4.95%	125,419,301	20,735
4	To authorise the directors to fix the auditors remuneration for the year ended 31 December 2022	125,434,947	100.00%	1,449	0.00%	125,436,396	3,640
5	To receive and consider the Report of the Remuneration Committee for the year ended 31 December 2021 (as an advisory resolution)	92,859,141	74.04%	32,551,819	25.96%	125,410,960	29,076
6	General authority to allot relevant securities	118,871,714	94.78%	6,550,827	5.22%	125,422,541	17,495
7	To disapply statutory pre-emption provisions in specified circumstances for up to 5% of issued share capital	120,298,851	99.62%	454,406	0.38%	120,753,257	4,686,779
8	To disapply statutory pre-emption provisions for up to an additional 5% of issued share capital in connection with specified transactions	120,288,851	99.62%	464,406	0.38%	120,753,257	4,686,779
9	To authorise the Company to make market purchases of its own shares	124,979,646	99.63%	460,261	0.37%	125,439,907	129
10	To authorise the Company to re-allot treasury shares	125,390,771	99.96%	45,696	0.04%	125,436,467	3,569
11	Authority to convene certain general meetings on 14 days notice	106,954,938	85.27%	18,478,779	14.73%	125,433,717	6,319

Resolutions 1 to 6 were proposed as ordinary resolutions and Resolutions 7 to 11 were proposed as special resolutions. Votes withheld are not a vote in law and are not considered in counting the total votes for and against.

While all resolutions were passed, the Board notes the voting result on the resolution for the re-election of the Board Chairman, John B. McGuckian, in his role as Chair of the Nominations Committee, and the advisory resolution on the Report of the Remuneration Committee. As part of ongoing engagement with shareholders ahead of the AGM, the Board received feedback from some shareholders concerning Board gender diversity and certain aspects of executive director remuneration. The Board has a clear understanding of those shareholder views and expectations and will continue its programme of engagement with shareholders on this and other matters.

Copies of the resolutions passed will be submitted to the Euronext Dublin and the UK National Storage Mechanism. These will shortly be available for inspection at Companies Announcements Office, Euronext Dublin, The Exchange, Foster Place, Dublin 2, and at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Tom Corcoran

Company Secretary