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Result of AGM

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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


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