C&C : Notice of Annual General Meeting 2023

Notice of the Annual General Meeting of the Company to be held at The Camden, 84-87 Camden Street Lower, Saint Kevin's, Dublin 2, D02 DH36, Ireland on 13 July 2023 at 11.00 a.m. is set out at the end of this circular. Whether or not you propose to attend the Annual General Meeting, please complete and submit a Form of Proxy in accordance with the instructions printed on the enclosed form. The Form of Proxy must be received not less than 48 hours before the holding of the Annual General Meeting.

Annual General Meeting

13 July 2023

THIS DOCUMENT AND ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action you should take, please immediately consult your independent financial adviser (being, in the case of shareholders in Ireland, an adviser authorised or exempt under the European Union (Markets in Financial Instruments) Regulations 2017 of Ireland (as amended) or the Investment Intermediaries Act 1995 of Ireland (as amended) and, in the case of shareholders in the United Kingdom, an adviser authorised pursuant to the UK Financial Services and Markets Act 2000).

If you have sold or otherwise transferred all your shares in C&C Group plc, please pass this document and the accompanying Form of Proxy to the purchaser or the transferee, or to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

14 June 2023

Dear Shareholder

The Annual General Meeting of C&C Group plc (the "Company") will be held at The Camden, 84-87 Camden Street Lower, Saint Kevin's, Dublin 2, D02 DH36, Ireland on 13 July 2023 at 11.00 a.m. The notice of the meeting is attached.

In addition to the Ordinary Business to be transacted at the meeting, which is referred to in Resolutions 1 to 4 in the notice, the Directors propose that Special Business, as set out in Resolutions 5 to 10 in the notice, be transacted at the meeting for the purposes explained below. This letter contains guidance in relation to the meeting and explanatory notes in relation to some of the resolutions being proposed at the Annual General Meeting.

Arrangements for the AGM

I am very pleased to issue this AGM invitiation following my appointment as Chair in July 2022 and as Executive Chair in May 2023.

As was the case last year, we will be holding this year's AGM as a physical meeting that is broadcast by video webcast and conference call to facilitate shareholder communication. Authenticated shareholders accessing the AGM by video webcast or conference call can submit questions live during the meeting. These questions will be relayed via a moderator to the Chair of the meeting. Details of the video webcast and conference call can be found on the Company's website at: https://candcgroupplc.com/corporate-governance/agm-voting/

Shareholders who cannot attend the meeting in person are encouraged to submit their proxy instruction before the applicable proxy deadline on the Company's registrar's voting platform, https://www.signalshares.com, which can be accessed by following the instructions on page 11. Shareholders are also invited to submit questions in advance of the meeting by emailing [e-mail], stating your name and Investor Code ("IVC") (as printed on your share certificate or obtained through the Company's registrar, Link Registrars Limited). Any questions should be submitted by 11.00 a.m. on 11 July 2023.

Dividend

The Board is pleased to recommend a final dividend of 3.79 cent per share for approval at the AGM, as a reflection of the Board's confidence in the cash generating capability of the business. The Group's full year dividend will amount to 3.79 cent per share.

Action to be taken by you

Shareholders whose name appears on the register of members of the Company (i.e. those shareholders who hold their shares in certificated form and who do not hold their interests in shares through the Euroclear Bank system or as CREST Depositary Interests ("CDIs") through the CREST system) can appoint a proxy to attend, speak and vote at the AGM by completing and returning the enclosed Form of Proxy or by appointing a proxy electronically through the website of the Company's registrar's share portal at: https://www.signalshares.com. Additionally, the Company's registrar has launched a shareholder app, LinkVote+, that allows shareholders to access their record at any time and submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both Google Play and the Apple App Store, or by scanning the relevant QR code below:

Apple App Store		Google Play

C&C Group plc, Bulmers House, Keeper Road, Crumlin, Dublin 12, D12 K702.

Registered in Ireland No: 383466. Registered Office: Bulmers House, Keeper Road, Crumlin, Dublin 12, D12 K702, Ireland.

T: [phone]. F: [phone]. [e-mail] www.candcgroupplc.com

Directors: R. Findlay (Executive Chair, UK), P. McMahon (CEO & CFO), V. Bhalla (UK), J. Caseberry (UK), V. Crowley, J. Gibney (UK), H. Pitcher (UK), J. Thompson (US).

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The Form of Proxy, in order to be effective, should be completed in accordance with the instructions given and returned so as to reach the Company's registrar or returned electronically via the Company's registrar's website no later than 48 hours before the time of the meeting. Further information in relation to the appointment of proxies is set out in the notes to the Notice of Meeting.

The Board encourages shareholders to vote electronically in advance of the meeting where possible. This not only saves considerable printing and postage costs, but it also ensures the Company generates less waste, thereby reducing our overall impact on the environment. Reducing our carbon footprint is one of the six pillars of C&C's ESG Strategy and, on behalf the Board, we would like to thank our shareholders for their contribution towards this goal. More details regarding our ESG strategy can be found in the 2023 Annual Report and Accounts or on the Company website at: www.candcgroupplc.com.

Persons who hold interests in shares through the Euroclear Bank system or as CDIs through the CREST system should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes or voting instructions for the AGM through the respective systems. Further details on how to submit proxy votes or voting instructions through the Euroclear Bank system or through the CREST system are set out in the notes to the Notice of AGM.

Recommendation

The Directors consider the Resolutions to be proposed at the Annual General Meeting to be in the best interests of the Company and its shareholders as a whole and, accordingly, they unanimously recommend shareholders to vote in favour of each of the Resolutions, as they intend to do in respect of their own beneficial holdings.

Ralph Findlay

Executive Chair

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EXPLANATORY NOTES TO THE RESOLUTIONS

Resolution 3 - Election and Re-election of Directors

Having served over eight years on the Board, Emer Finnan stepped down from her position as Independent Non-Executive Director in February 2023. John Gibney, who was appointed as Independent Non-Executive Director in October 2022, succeeded Emer as Chair of the Audit Committee. Resolution 3(f) proposes the election of John Gibney as Non-Executive Director.

Helen Pitcher informed the Board that she would not seek re-election at this year's AGM and will step down from her position as an Independent Non-Executive Director at the conclusion of the meeting. This follows her recent appointment as Chair of the Judicial Appointments Commission. Additionally, Jim Thompson informed the Board that he would not seek re-election and will step down from his position as an Independent Non- Executive Director at the conclusion of the AGM, as he was finding it increasingly difficult to dedicate the necessary time required as a Non-Executive Director and the requisite travel from the USA.

On 18 May 2023, David Forde resigned as the Group's Chief Executive Officer ('CEO') and Director with immediate effect, and consequently Patrick McMahon, Chief Financial Officer ('CFO'), was appointed CEO with immediate effect. Ralph Findlay has been appointed as Executive Chair to support the management transition as Patrick McMahon will also retain his responsibilities as CFO until a new CFO is appointed.

In line with the recommendations of the UK Corporate Governance Code, the Board has resolved that all other Directors will also retire at the Annual General Meeting and that those wishing to serve again shall submit themselves for re-election by the shareholders. Resolutions 3(a) to 3(e) propose the re-election of each of these Directors.

Biographical details of Directors standing for election and re-election are found on pages 86 to 87 of the Annual Report 2023 which accompanies this notice of meeting or can be found on the Company's website. The resolutions will be proposed separately in respect of each Director.

The Chair, on behalf of the Nomination Committee, has formally reviewed the performance of all of the Non- Executive Directors, excluding Ralph Findlay, and the Nomination Committee has concluded that their performance continues to be effective and that they continue to demonstrate commitment to their roles.

Special Business at the AGM

There are six items of Special Business.

Resolution 5 - Advisory resolutions on Directors' remuneration

Resolution 5 is to receive and consider the Directors' Remuneration Report (other than the Directors' Remuneration Policy Report) as set out on pages 115 to 135 of the Annual Report 2023. This resolution is being proposed on an advisory basis as an ordinary resolution.

C&C Group plc is an Irish incorporated company and is therefore not subject to the UK company law requirement to submit its directors' remuneration policy ("Policy") report to a binding vote by shareholders. Nonetheless, in line with our commitment to best practice, at the AGM in July 2021, our revised Policy was approved by our shareholders on an advisory basis, with a vote in favour of over 94%. As no changes to the Policy are proposed this year, the Policy will not be subject to a vote at the 2023 AGM.

Resolutions 6 to 10

The next five items of special business relate to the share capital of the Company and concern matters which are now standard for most public companies.

Resolutions 6, 7 and 8 - General authority to allot shares and disapplication of pre-emption rights

At the annual general meeting of the Company held in July 2022, shareholders gave the Directors a general authority to allot shares. That authority will expire at the conclusion of the forthcoming Annual General Meeting.

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