C&C : Form of Proxy – AGM 2023

C&CAnnual GeneralGroupMeetingplc

Form of Proxy

Note: Please indicate with an 'x' in the boxes below how you wish your votes to be cast. If
you do not do so, the proxy will vote or abstain as he/she thinks fit.				I/We the undersigned being a member/members of
Resolutions to be voted on are set out in detail in the Notice of Annual General Meeting.
the	Company HEREBY APPOINT the duly
		For Against	Vote	appointed Chairman of the Meeting*
(1)	To consider the financial statements for the year ended 28 February	Withheld
			or
	2023 and the reports of the Directors and the auditors thereon.
(2)	To confirm and declare a dividend.				..................................................................................
(3)	Election and Re-election of Directors				as my/our proxy to vote for me/us on my/our behalf
	(a) To re-elect Patrick McMahon.
				at the Annual General Meeting of the Company to
	(b) To re-elect Ralph Findlay.
				be held at The Camden, 84-87 Camden Street
	(c) To re-elect Vineet Bhalla.				Lower, Saint Kevin's, Dublin 2, D02 DH36, Ireland
	(d) To re-elect Jill Caseberry.				on 13 July 2023 at 11.00 a.m. and at any
	(e) To re-elect Vincent Crowley.				adjournment thereof. I/We direct that my/our
	(f) To elect John Gibney.				vote(s) be cast on the resolutions as indicated by an
(4)	To authorise the Directors to fix the auditors' remuneration.				X in the appropriate box.**
(5)	To receive and consider the Report of the Remuneration Committee on
	Directors' Remuneration for the year ended 28 February 2023.
(6)	To authorise the allotment of shares.
(7)	Special Resolution: To authorise the limited disapplication of statutory
	pre-emption rights.
(8)	Special Resolution: To authorise the additional 5% disapplication of
	pre-emption rights.
(9)	Special Resolution: To authorise the purchase by the Company of its
	own shares.
(10)	Special Resolution: To determine the price range at which Treasury
	Shares may be re-issuedoff-market.				*	If it is desired to appoint another person as a proxy, these words
						should be deleted and the name and address of the proxy, who
						need not be a member of the Company, inserted.
					** Unless otherwise directed, and in respect of any other resolution

properly moved at the meeting, the proxy may vote, or may abstain from voting, as he/she thinks fit.

Signature ______________________________________________________________________________ Date ________________________________________ 2023

(only one joint holder to sign)

3502 06/23

C&C Group plc

Attendance Form

Detach here

Investor Code (IVC):

Please do not post this section of the form but present it at the shareholders registration desk personally to gain admittance to the meeting.

Annual General Meeting 2023 on 13 July 2023 at

11.00 a.m. at The Camden, 84-87 Camden Street Lower, Saint Kevin's, Dublin 2, D02 DH36, Ireland.

Signature of Shareholder

If you are a proxy

Name of proxy (Block Letters) ______________________________________________

Signature ____________________________________________________________________________

Notes

1. A member entitled to attend, speak and vote at the above meeting is entitled to appoint a proxy to attend, speak and vote on his/her behalf. A member may appoint more than one proxy to attend and vote at the Annual General Meeting in respect of shares held in different securities accounts. A member acting as an intermediary on behalf of one or more clients may grant a proxy to each of its clients or their nominees provided each proxy is appointed to exercise rights attached to different shares held by that member. A proxy need not be a member of the Company. If you wish to appoint more than one proxy then please contact the Company's Registrar, Link Registrars Limited on [phone].

2. Completion of a Form of Proxy (or submission of proxy instructions electronically) will not prevent a shareholder from attending the Annual General Meeting and voting in person should he or she wish to do so.

3. To be valid, the Form of Proxy and any power or other authority under which it is executed (or a duly certified copy of any such power or authority) must be lodged with the Company's Registrar, Link Registrars Limited by post to PO Box 7117, Dublin 2, Ireland or by hand during normal business hours to Link Registrars Limited, Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland no later than 48 hours before the Annual General Meeting or adjourned Annual General Meeting or, in the case of a poll taken otherwise than at or on the same day as the Annual General Meeting or adjourned Annual General Meeting, at least 48 hours before the taking of the poll at which it is to be used.

4. If this Form of Proxy is given by a body corporate it must be given under its common seal or under the hand of an attorney or officer duly authorised.

5. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered holders and, for this purpose, seniority is determined by the order in which the names stand in the register of members in respect of the joint holding.

6. As an alternative to completing this hard copy Form of Proxy, a member may appoint a proxy electronically by logging onto the website of the Company Registrar, Link Registrars Limited at https://www.signalshares.com, entering the company name C&C Group plc. You will need to register for signal shares by clicking on 'registration section' (if you have not registered

previously) and then follow the instructions thereon. Shareholders will require their Shareholder Investor Code (IVC) as printed on the face of this Form of Proxy. Full details of the procedures, including voting instructions are given on the website. Additionally, Link Registrars Limited has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

Apple App Store

Google Play

1. Euroclear Bank participants and those who hold their interests in the ordinary shares in the Company as CREST Depositary Interests should consult with their stockbroker or other intermediary, as applicable, for further information on the processes and timelines for submitting proxy votes for the AGM through the respective systems. Please refer to Notes 10 to 15 of the Notice of AGM.
2. Only those members registered on the Company's register of members at:
   7.00 pm on the day immediately preceeding the date that falls 72 hours • before the time appointed for the Annual General Meeting; or
   if the Annual General Meeting is adjourned, at 7.00 pm on the day • immediately preceeding the date that falls 72 hours before the time appointed for the adjourned Annual General Meeting, shall be entitled to attend and vote at the Annual General Meeting. Changes to entries in the register after that time will be disregarded in determining the right of any
   person to attend and/or vote at the meeting.
3. The "Vote Withheld" option is provided to enable you to abstain from the resolution. However, it should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against the resolution.