Dalata Hotel : Notice of AGM 2024

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Annual General Meeting

LETTER FROM THE CHAIR AND NOTICE OF THE ANNUAL GENERAL MEETING

to be held on

Thursday, 25 April 2024 at 11.30 am.

at

Clayton Hotel Cardiff Lane Sir John Rogerson's Quay Dublin Docklands Dublin

D02 YT21

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to consult your independent professional adviser immediately, who is authorised or exempted under the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) (as amended) of Ireland or the Investment Intermediaries Act 1995 (as amended) of Ireland if you are resident in Ireland, or who is authorised or exempted under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or from another appropriately authorised independent ϐinancial adviser if you are in a territory outside Ireland or the United Kingdom.

If you sell or have sold or otherwise transferred all of your shares in Dalata Hotel Group p.l.c., please forward this document and the accompanying Form of Proxy (with the exception of any personalised documentation) at once to the purchaser or transferee or the stockbroker, or other agent through whom the sale or transfer is/was effected for onward transmission to the purchaser or transferee.

DALATA HOTEL GROUP P.L.C.'S ANNUAL GENERAL MEETING WILL BE HELD AT 11.30 A.M. ON THURSDAY, 25 APRIL 2024 AT CLAYTON HOTEL CARDIFF LANE, SIR JOHN ROGERSON'S QUAY, DUBLIN DOCKLANDS, DUBLIN, D02 YT21. SHAREHOLDERS ARE WELCOME TO ATTEND THE MEETING IN PERSON.

SHAREHOLDERS CAN ALSO ACCESS THE AGM, ASK QUESTIONS AT THE AGM VIA A VIRTUAL MEETING PLATFORM (THE "VIRTUAL MEETING PLATFORM").

Instructions in respect of access to and use of the Virtual Meeting Platform are set out on page 7.

Letter from the Chair to the Members

26 March 2024

Dear Member,

I am writing to inform you that the forthcoming annual general meeting of Dalata Hotel Group p.l.c. (the "Company") will be held at 11.30a.m. on Thursday, 25 April 2024 at Clayton Hotel Cardiff Lane, Sir John Rogerson's Quay, Dublin Docklands, Dublin, D02 YT21 ("AGM").

As we celebrate the tenth anniversary of our IPO in March 2014, it's remarkable to reϐlect on the journey of our business, which has seen a dramatic transformation from its humble beginnings to becoming a major player in the hospitality industry.

We have expanded our portfolio to 53 hotels with revenues exceeding €600 million. This expansion includes a signiϐicant presence outside Ireland, with properties in key UK and European cities. This growth is a testament to our dedicated and skilled team, who have been instrumental in sourcing properties, managing constructions, and operating our hotels effectively, even during challenging times like the Covid pandemic.

Our decentralized management model and commitment to a culture of fairness and open communication have been key in integrating new properties and fostering career development opportunities for our staff, further evidenced by the supportive environment of the Dalata Academy.

We've also maintained a strong commitment to sustainability, gender balance, and diversity within our leadership, demonstrating our dedication to social responsibility and governance. With a proϐitable and sustainable growth trajectory, fueled by an exceptional team and positive customer and employee feedback, we look forward to continued success and expansion in the future.

You will ϐind the Notice of the AGM on pages 4 to 6 of this document and I am pleased to enclose

 a copy of the Company's Annual Report and Financial Statements for the year ended 31 December 2023 (the "2023 Annual Report"), which is also available to view and download atwww.dalatahotelgroup.com, and  a Form of Proxy and Attendance Card for the AGM.

Business to be considered at the AGM

Note: Unless the context otherwise requires, references to information provided as at "5 p.m. on 21 March 2024" are to that time being the latest practicable time and date for that information prior to the issue of this letter.

Resolutions 1 to 6 of the Notice of AGM are proposed as ordinary resolutions.

Resolution 1: Annual Report and Financial Statements

Resolution 1 is asking members to receive and consider the Annual Report and Financial Statements of the Company for the year ended 31 December 2023, together with the reports of the Directors and the Auditors and a review of the affairs of the Company.

This Resolution is an advisoryresolution and is not binding on the Company.

Resolution 2: Directors' report on remuneration

Resolution 2 is asking members to receive and consider the Directors' Report on Remuneration as set out in the Board of Directors section of the 2023 Annual Report.

This Resolution is an advisoryresolution and is not binding on the Company.

Resolution 3: Recommendation for payment of dividend

Resolution 3 relates to the recommendation by the Board for the payment of a ϐinal dividend of 8 cent per issued ordinary share in the capital of the Company ("Ordinary Shares") in respect of the year ended 31 December 2023. As previously announced by the Company, if approved by the meeting, the ϐinal dividend will be paid on 1 May 2024 to the holders of Ordinary Shares on the register at 5 p.m. on 5 April 2024. Irish dividend withholding tax will be deducted where appropriate and the receipt of the proposed ϐinal dividend should be treated as income for Irish tax purposes and taxed accordingly.

This Resolution is proposed as an ordinary resolution.

Resolution 4: Re‐appointment of Directors

Resolution 4 deals with the re-appointment of Directors. The Company's constitution requires that at least one third of Directors shall retire by rotation at the Company's AGM each year. However, in accordance with the UK Corporate Governance Code, each of the current Directors, including Jon Mortimore, who was co-opted as a Director by the Board on 1 August 2023, will retire from ofϐice at the end of the AGM and will offer themselves for re-appointment.

Biographies of each of the Directors who are offering themselves for re-appointment at the AGM together with a description of their skills, expertise and experience are set out in the Board of Directors Section of the 2023 Annual Report.

The contribution that each of the Directors brings to the Board and the long-term success of the Company is also described in detail in the Annual Report. The re-appointment of each Director will be considered as a separate ordinary resolution.

The Board regularly reviews the performance of Directors and is satisϐied that all Directors proposed for re-appointment continue to perform effectively and to demonstrate commitment to their respective roles.

Resolution 5: Remuneration of the Auditors

Resolution 5 is asking members to authorise the Directors to determine the remuneration of the Company's Auditors.

Resolution 6: Authority to allot shares Resolution 6 seeks to renew the authority of the Directors to allot shares. The Investment Association generally supports resolutions seeking authority to allot up to 66.66% of a company's issued share capital (excluding treasury shares) of which any allotment in excess of 33.33% of the issued share capital (excluding treasury shares) is applied to allot shares pursuant to a pre-emptive offer.

Accordingly, Resolution 6 proposes to authorise the Directors to allot shares up to an aggregate nominal value of €1,494,930 (representing approximately 66.66% of the issued ordinary share

capital of the Company (excluding treasury shares) as at 5p.m. on 21 March 2024) of which any allotment in excess of 74,746,504 shares (representing 33.33% of the issued ordinary share capital of the Company, excluding treasury shares) as at 5 p.m. on 21 March 2024, shall be applied to allot shares pursuant to a pre-emptive offer.

The Directors have no current intention of exercising this authority.

If adopted, this authority will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed.

This resolution is a common one atannual general meetings of companies listed on the main markets of Euronext Dublin and/or the London Stock Exchange and is in line with institutional shareholder guidance.

Resolutions 7 to 12 of the Notice of AGM are proposed as special resolutions.

Resolutions 7 and 8: Disapplication of statutory pre‐ emption rights in certain circumstances

The Companies Act 2014 sets out pre-emption rights for members where new equity securities (essentially ordinary shares in the case of the Company) are to be allotted for cash. The Companies Act 2014 also provides for these pre- emption rights to be modiϐied or disapplied. The London based Pre- Emption Group has issued guidelines for such modiϐications or disapplications.

These guidelines were revised in November 2022 and Resolutions 7 and 8 are in terms consistent with these revised guidelines.

Accordingly, Resolution 7 is asking members to renew the Directors' authority to disapply the strict statutory pre- emption provisions in certain circumstances, being: (i) rights issues, open offers or other pre-emptive offers and subject thereto by way of placing or otherwise of any shares not taken up in such issue or offer; and/or (ii) for allotments (other than by way of pre-emptive offers) up to an aggregate nominal value of €224,262 which represents 10% of the total nominal value of the Company's issued share capital (excluding treasury shares) as 5 p.m. on 21 March 2024; and/or (iii) the allotmentof equity securities pursuant to the Company's employee share scheme for the time being in force; and/or (iv) for allotments (other than allotments made pursuant to paragraphs (a), (b) or (c) of Resolution 7) of up to a nominal amount equal to 20% of any securities issued pursuant to paragraph (b) of Resolution 7 from time to time and made in accordance with paragraph 3 of Part 2B of the Pre-Emption's Group Statement of Principles (the "Pre-Emption Principles") which describes the expected features of any follow-on offer. )

Resolution 8 is asking members to renew the Directors' authority to disapply the strict statutory pre-emption provisions in additional circumstances, being (a) for allotments (other than by way of pre-emptive offers) up to an additional aggregate nominal value of €224,262 which represents a further 10% of the total nominal value of the Company's issued share capital (excluding treasury shares) as at 5 p.m. on 21 March 2024; and (b) for allotments (other than allotments made pursuant to paragraph (a) of Resolution 8) of up to a nominal amount equal to 20% of any securities issued pursuant to paragraph (a) of Resolution 8 from time to time and made in accordance with paragraph 3 of Part 2B of the Pre-Emption Principles which describes the expected features of any follow-on offer.

The Board conϐirms:

(a) in relation to Resolution 8(a) that it intends that any use of this authority would be only in connection with an acquisition or speciϐied capital investment within the meaning of the Pre-Emption Principles. For this purpose and reϐlecting the Pre-emption Principles, an acquisition or speciϐied capital investment means one that is announced contemporaneously with the issue of share capital, or that has taken place in the preceding six- month period and is disclosed in the announcement of the issue;

(b)

in relation to Resolutions 7 and 8

generally, that it intends to follow the shareholder protections set out in Part 2B of the Pre-Emption Principles; and

(c) in relation to Resolutions 7(d) and 8(b), that it intends to follow the expected features of a follow-on offer set out in paragraph 3 of Part 2B of Pre- Emption Principles.

If adopted, each of these authorities will expire at the conclusion of the nextannual general meeting of the Company or atmidnight on the date which is 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed.

These resolutions are common at annual general meetings of companies on the main markets of Euronext Dublin and/or the London Stock Exchange and are in line with institutional shareholder guidance and in particular with the Pre-emption Principles.

Resolution 9: Authorisation of market purchases of the Company's shares Resolution 9 is asking members to renew the authority given to the Company (and any of its subsidiaries) to make market purchases and overseas market purchases of its issued shares provided that the maximum number of shares authorised to be acquired shall not exceed10% of the issued share capital of the Company (excluding treasury shares) as at the date of passing of Resolution 9. If adopted, this authority will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed.

While the Directors do not have any current intention to exercise this power, this authority is being sought in accordance with common practice of companies on the main markets of Euronext Dublin and/or the London Stock Exchange.

If used, such purchases would be made only at price levels which the Directors considered to be in the best interests of the members generally, after taking into account the Company's overall ϐinancial position.

In addition, the authority being sought from members will provide that the minimum price (excluding expenses) which may be paid for such shares shall be an amount not less than the nominal value of the shares and the maximum price will be the higher of:

(a) 5% above the average of the closing prices of the Company's ordinary shares taken from the main market of Euronext Dublin and/or the London Stock Exchange (as the case may be depending on where the purchase is carried out), in each case for the ϐive business days prior to the day the purchase is made (the "Market Purchase Appropriate Price"), or if on any such business day there shall be

no dealing of ordinary shares on the trading venue(s) where the purchase is carried out or a closing price is not otherwise available, the Market Purchase Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable; and

(b) the amount stipulated by Article 3(2) of the Commission Delegated Regulation (EU) 2016 / 1052 relating to such regulatory technical standards for the conditions applicable to buy-backs and stabilisation (being the value of such an ordinary share calculated on the basis of the higher of the price quoted for: (i) the last independent trade; and (ii) the highest current independent purchase bid for any number of such ordinary shares on the trading venue(s) where the purchase pursuant to the authority conferred by Resolution 9 will be carried out).

Resolution 10: Authorisation for the re‐allotment of treasury shares Resolution 10 is asking members to renew the authority to re-allot treasury shares pursuant to Section 1078 of the Companies Act 2014 where the re-allotment price range at which treasury shares may be re-allotted is as follows:

(a) the maximum price at which a treasury share may be re- allotted off-market shall be an amount equal to 120% of the Treasury Share Appropriate Price (as deϐined below); and

(b) the minimum price at which a treasury share may be re- allotted off-market shall be the nominal value of the share where such share is required to satisfy an obligation under an employee share scheme or in all other cases shall be an amount equal to 95% of the Treasury Share Appropriate Price (provided always that no treasury share shall be re- allotted at a price lower than its nominal value)

If adopted, this authority will expire at the conclusion of the next annual generalmeeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier), unless previously varied, revoked or renewed. (For the purpose of the resolution, "Treasury Share Appropriate Price" means the lower of the average of the closing prices of the Company's ordinary shares taken from the main market of Euronext Dublin and the average of the closing prices of the Company's ordinary shares taken from the main market of the London Stock Exchange in each case for the ϐive business days (in Dublin and in London, respectively, as the case may be) prior to the day the re-allotment is made, or if on any business day there shall be no dealing of ordinary shares on the trading venue or a closing price is not otherwise available, the Treasury Share Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable).

Resolution 11: Notice of General Meetings

Resolution 11 allows the Directors to call a general meeting (other than the annual general meeting or a meeting for the passing of a special resolution) on 14 clear days' notice where the purpose of the meeting is solely to consider one or more ordinary resolutions.

Section 1102 of the Companies Act 2014 provides that on an annual basis a company may pass a resolution such as this Resolution 11 to preserve its ϐlexibility to call certain extraordinary general meetings, where appropriate, using the shorter notice period (14 clear days).

The Company conϐirms that it will only use the shorter notice period where it is in the interests of the members to do so and where the ϐlexibility is merited by the purpose of the meeting. If passed, this authority will be effective until the next annual general meeting of the Company, when it is intended that a similar resolution will be proposed.

This Resolution is a common one atannual general meetings of Irish companies on the on the main markets of Euronext Dublin and/or the London Stock Exchange.

Resolution 12: Number of Directors Resolution 12 proposes an amendment to Article 74 of the constitution of the Company to increase the maximum number of directors of the Company from ten to twelve. No other changes are proposed to Article 74 or the constitution more generally.

While the Board does not currently intend to increase the number of directors on the Board, this increased ϐlexibility is in the best interests of the Company so that from time-to-time additional directors can be appointed to the Board, including where a overlap between new and departing directors may be desirable to facilitate a proper and effective transition.

A copy of the updated constitution showing such proposed amendment together with a comparison against the existing constitution of the Company is available and (will be so available until the conclusion of the AGM) on the Company's website (www.dalatahotelgroup.com) and at its registered ofϐice and will also be available at the AGM for least ϐifteen minutes before, and for the duration of, the AGM.

Recommendation

Your Board of Directors unanimously recommends that you vote in favour of each of the resolutions to be proposed at the AGM.

Yours faithfully,

John Hennessy

Non-executive Chair

Notice of Meeting of Dalata Hotel Group plc

NOTICE is hereby given that the annual general meeting of Dalata Hotel Group plc (the Company) will be held at 11.30 a.m. on Thursday 25 April 2024 at Clayton Hotel Cardiff Lane, Sir John Rogerson's Quay, Dublin Docklands, Dublin, D02 YT21, for the following purposes:

To consider and, if thought ϐit, to pass the following resolutions as ordinary resolutions:

1. To receive and consider the annual report and ϐinancial statements of the Company for the year ended 31 December 2023 together with the reports of the Directors and Auditors thereon and a review of the affairs of the Company.

2. To receive and consider the Directors' Report on Remuneration for the year ended 31 December 2023.

3. To declare a ϐinal dividend of 8 cent per ordinary share for the ϐinancial year ended 31 December 2023.

4. By separate resolutions, to re-appoint the following Directors who being eligible, offer themselves for re-appointment:

• (a) John Hennessy

• (b) Dermot Crowley

• (c) Elizabeth McMeikan

• (d) Cathriona Hallahan

• (e) Gervaise Slowey

• (f) Shane Casserly

• (g) Carol Phelan

• (h) Jon Mortimore

5. To authorise the Directors to determine the remuneration of the Auditors.

6. The Directors be and are hereby generally and unconditionally authorised, pursuant to Section 1021 of the Companies Act 2014, to exercise all of the powers of the Company to allot and issue all relevant securities of the Company (within the meaning of Section 1021 of the Companies Act 2014):

(a) without prejudice to or limitation of any power and authority granted under paragraph (b) of this Resolution 6, up to an aggregate nominal amount of €747,465 representing approximately 33.33% of the aggregate nominal value of the issued ordinary share capital of the Company (excluding treasury shares) as at 5 p.m. on 21 March 2024; and

(b) without prejudice to or limitation of any power and authority granted under paragraph (a) of this Resolution 6, up to an aggregate nominal value of €747,465 representing a further approximately 33.33% of the aggregate nominal value of the issued ordinary share capital of the Company (excluding treasury shares) as at 5 p.m. on 21 March 2024 provided that any equity securities (as deϐined in Section 1023(1) of the Companies Act 2014) allotted pursuant to the authority in this paragraph 6(b) are offered by way of one or more pre-emptive offers open for a period or periods ϐixed by the Directors to or in favour of the holders of equity securities on the register of members and/or any persons having a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any share option scheme or share incentive plan of the Company then in force) at such record date or dates as the Directors may determine and where the equity securities respectively attributable to the interests of such holders are proportional in nominal value (as near as may be reasonable) to the respective number of equity securities held by them on such record date or dates, and subject generally to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems, requirements or restrictions under or arising as a consequence of the laws (including implementation thereof) of, or the requirements of any regulatory body or stock exchange in, any territory.

The authority hereby conferred shall commence at the time of passing this Resolution and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended prior to such date; provided that the Company may before such expiry make an offer or agreementwhich would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the power conferred by this Resolution had not expired.

To consider and, if thought ϐit, to pass the following resolutions as special resolutions:

7. Subject to and conditional upon Resolution 6 of this Notice of AGM being passed and in addition and without prejudice to or limitation of any power and authority granted under Resolution 8 of this Notice of AGM, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014, the Directors be and are hereby generally and unconditionally authorised to allot equity securities (within the meaning of Section 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securities conferred on the Directors by Resolution 6 of this Notice of AGM as if Section 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effective from the time of passing this Resolution and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended by special resolution prior to such date but in each case, prior to its expiry the Company may make offers and/or enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired; and such power being limited to:

(a) the allotment of equity securities in connection with any one or more offers of securities, open for a period or periods ϐixed by the Directors, by way of

rights issue, open offer, other invitation and/or otherwise to or in favour of the holders of equity securities and/or any persons having a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any of the Company's share option scheme or share incentive plans then in force) at such record date or dates as the Directors may determine where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be reasonably be) to the respective number of equity securities held by them, and subject thereto the allotment in any case by way of placing or otherwise of any securities not taken up in such issue or offer to such persons as the Directors may determine; and generally, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems, requirements or restrictions under or arising as a consequence of the laws (including implementation thereof) of, or the requirements of any regulatory body or stock exchange in, any territory;

and/or

(b) the allotment of equity securities up to a maximum aggregate nominal value of €224,262, which represents 10% of the issued share capital of the Company (excluding treasury shares) as at 5 p.m. on 21 March 2024;

and/or

(c) allotment of equity securities pursuant to any employee share scheme of the Company;

and/or

(d) the allotment of equity securities (otherwise than pursuant to paragraphs (a), (b) or (c) of this resolution), up to a nominal amount equal to 20% of any allotment of equity securities from time to time made pursuant to paragraph (b) of this Resolution, such authority to be used only for the purposes of making a follow- on offer which the Directors determine is substantially similar to the kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in November 2022.

8.

Subject to and conditional uponResolution 6 of this Notice of AGM being passed and in addition and without prejudice to or limitation of any power and authority granted under Resolution 7 of the Notice of AGM, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014, the Directors be and are hereby generally and unconditionally authorised to allot equity securities (within the meaning of Section 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securities conferred on the Directors by Resolution 6 of this Notice of AGM as if Section 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effective from the time of passing this Resolution and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended by special resolution prior to such date but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired; and:

(a) such power shall be limited to the allotment of equity securities up to a maximum aggregate nominal value of €224,262 which represents 10% of the issued share capital of the Company (excluding treasury shares) as at 5 p.m. on 21 March 2024 and the net proceeds of any such allotment are to be used for the purposes of ϐinancing (or reϐinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other speciϐied capital investment of a kind contemplated by the Statement of Principles on Disapplying the Pre-Emption Rights published in November 2022; and

(b) other than pursuant to paragraph (a) of this Resolution, such power shall be limited to the allotment of equity securities up to a nominal amount

equal to 20% of any allotment of equity securities from time to time made pursuant to paragraph (a) of thisresolution, such authority to be used only for the purposes of making a follow-on offer which the Directors determine is substantially similar to the kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in November 2022.

9. That, pursuant to Section 1074 of the Companies Act 2014, the Company and any subsidiary of the Company be and they are each hereby generally authorised to make market purchases and overseas market purchases (in each case as deϐined by Section 1072 of that Act) of ordinary shares in the capital of the Company on such terms and conditions and in such manner as the Directors may, in their discretion, determine from time to time; but subject however to the provisions of that Act and to the following restrictions and provisions:

(a) the maximum number of ordinary shares authorised to be acquired shall not exceed 10% of the ordinary share capital in issue in the Company (excluding treasury shares) as at 5 p.m. on the day on which this Resolution is passed;

(b) the minimum price (excluding expenses) which may be paid for any ordinary share shall be an amount equal to the nominal value thereof;

(c) the maximum price (excluding expenses) which may be paid for any ordinary share shall be the higher of:

(i) 5% above the average of the closing prices of the Company's ordinary shares taken from the main market of Euronext Dublin and/or the London Stock Exchange (as the case may be depending on where the purchase is carried out), in each case for the ϐive business days prior to the day the purchase is made (the "Market Purchase Appropriate Price") or if on any such business day there shall be no dealing of ordinary shares on the trading venue(s) where the purchase is carried out or a closing price is not otherwise available, the Market Purchase Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable; and

(ii) the amount stipulated by Article 3(2) of Commission Delegated Regulation (EU) 2016/1052 relating to regulatory technical standards for the

conditions applicable to buy- back programmes and stabilisation measures (being the value of an ordinary share calculated on the basis of the higher of the price quoted for: (i) the last independent trade, and (ii) the highest current independent purchase bid for, any number of ordinary shares on the trading venue(s) where the purchase pursuant to the authority conferred by this Resolution will be carried out);

(d) such authority shall expire at the conclusion of the next annual general meeting of the Company after the date of passing this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier), unless previously varied, revoked or renewed by special resolution in accordance with the provisions of Section 1074 of the Companies Act 2014, provided that the Company may, before such expiry, enter into a contract for the purchase of ordinary shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired.

10. That, for the purposes of Section 1078 of the Companies Act 2014, the re-allotment price range at which any treasury shares (as deϐined by Section 106 of that Act) for the time being held by the Company may be re-allotted off-market shall be as follows:

(a) the maximum price (excluding expenses) at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the Treasury Share Appropriate Price; and

(b) the minimum price (excluding expenses) at which a treasury share may be re-allotted off-market shall be the nominal value of the share where such share is required to satisfy an obligation under an employee share scheme (as deϐined in the Listing Rules issued by the Euronext Dublin) operated by the Company, or in all other cases shall be an amount equal to 95% of the Treasury Share Appropriate Price (provided always that no treasury share shall be issued at a price lower than its nominalvalue); and

(c) for the purposes of sub-paragraphs (a) and (b), the expression "Treasury Share Appropriate Price" shall mean the lower of the average of the closing prices of the Company's ordinary shares taken from the main market of Euronext Dublin and the average of the closing prices of the Company's ordinary shares taken from the main market of the London Stock Exchange, in each case for the ϐive business days (in Dublin and in London, respectively, as the case may be) prior to the day the re-allotment is made, or if on any business day there shall be no dealing of ordinary shares on the trading venue or a closing price is not otherwise available, the Treasury Share Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable.

The authority hereby conferred in this Resolution 10 shall expire at the conclusion of the next annual general meeting of the Company after the date of passing this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier), unless previously varied, revoked or renewed by special resolution. The Company may before such expiry make a contract for the re-allotment of treasury shares which would or might be wholly or partly executed after such expiry and may make a re-allotment of treasury shares pursuant to any such contract as if the authority hereby conferred had not expired

11. That, subject to and in accordance with Section 1102 of the Companies Act 2014, the Directors of the Company be and are hereby generally and unconditionally authorised to call a general meeting, other than an annual general meeting or a meeting for the passing of a special resolution, on not less than 14 clear days' notice (as deϐined in the constitution of the Company). The authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held after the date of the passing of this Resolution unless previously renewed, varied or revoked by the Company byspecial resolution in general meeting.

12. That the constitution of the Company be amended by the deletion of the existing Article 74 in its entirety and its replacement with the following:

"Unless otherwise determined by the Company in General Meeting the number of Directors shall not be more than twelve nor less than two. The continuing Directors may act notwithstanding any vacancy in their body, provided that, and subject as provided in these Articles, if the number of the Directors is reduced below the prescribed minimum the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment. If there be no Director or Directors able or willing to act then any two Members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold ofϔice (subject to the provisions of the Acts and these Articles) only until the conclusion of the annual general meeting of the Company next following such appointment unless he is re‐elected during such meeting and he shall not retire by rotation at such meeting or be taken into account in determining the Directors who are to retire by rotation at such meeting".

By order of the Board

Seán McKeon

Company Secretary

Registered Ofϐice:

Burton Court Burton Hall Drive Sandyford

Dublin 18 D18 Y2T8 Ireland.

26 March 2024