Donegal Investment : AGM 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action to take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser (being, in the case of Irish resident shareholders an adviser authorised or exempt under the Investment Intermediaries Act 1995 of Ireland or an authorised investment firm within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2017 and in the case of UK resident shareholders, an independent financial adviser who is authorised to carry on a regulated activity under the Financial Services and Markets Act 2000 of the UK).

If you have sold or transferred all your shares in Donegal Investment Group plc ("Shares"), please pass this document and the accompanying Form of Proxy to the purchaser or transferee or to the stockbroker, bank or the agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Donegal Investment Group plc

Annual General Meeting 2023

A letter from the Chairman of Donegal Investment Group plc (the "Company") is set out on pages 2 and 3 of this document.

Notice convening the Annual General Meeting of the Company (the "AGM") to be held at the Colab ATU Donegal, Port Road, Letterkenny, Co Donegal F92 PHF4 at 11.30am on 13 July 2023 and related statement of procedures are set out on pages 4 to 9 of this document.

A form of proxy for use at the AGM is enclosed ("Form of Proxy"). If you wish to appoint a valid proxy, the Form of Proxy should be completed and signed in accordance with the instructions printed thereon, and returned:

1. in the case of shareholders who hold their Shares in certificated form, to the Company's Registrar, Computershare Investor Services (Ireland) Limited, P.O. Box 13030, Dublin 24, Ireland (if delivered by post) or at 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland (if delivered by hand) by no later than 11.30am on 11 July 2023; (ii) in the case of voting instructions to be given to Broadridge Financial Solutions Limited ("Broadridge") by holders of CREST Depositary Instruments ("CDI Holders"), by the close of business on Broadridge's voting deadline (expected to be 6.00pm on 6 July 2023); and (iii) in the case of voting instructions to be given to Euroclear Bank SA/NV ("Euroclear Bank") by participants in Euroclear Bank ("EB Participants"), by the Euroclear Bank voting deadline (expected to be 10.30am on 11 July 2023).

CDI Holders and EB Participants will also need to comply with any additional voting deadlines imposed by the respective Broadridge and Euroclear Bank service offerings. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

The completion and return of a Form of Proxy will not preclude you from attending and voting in person at the AGM, or any adjournment thereof, should you wish to do so. Electronic proxy appointment is also available for the AGM. This facility enables a shareholder holding shares in certificated form to appoint a proxy by electronic means by logging on to www.eproxyappointment.com. To appoint a proxy via this website, shareholders must enter a Control Number, a Shareholder Reference Number ("SRN"), a PIN and agree to certain terms and conditions specified by the Registrar. The Control Number, the SRN and PIN can be found on the Form of Proxy. In each case, the proxy appointment must be received electronically by no later than 11.30am on 11 July 2023. The completion of an electronic proxy appointment will not prevent you from attending and voting in person at the AGM, or any adjournment thereof, should you wish to do so.

The Statement of Procedures on page 7 to 9 of this document gives further particulars as to appointment of proxies by posting or delivering Forms of Proxy and the appointment of proxies by EB Participants and CDI Holders.

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Letter from the Chairman of Donegal Investment Group plc

DONEGAL INVESTMENT GROUP PUBLIC LIMITED COMPANY

(Registered in the Republic of Ireland, Registered Number 162921)
Directors	Registered Office
Geoffrey Vance (Chairman)	Ballyraine
Ian Ireland	Letterkenny
Padraic Lenehan	Co. Donegal
Patrick J Kelly	F92 H688
Henry McGarvey
14 June 2023

To the shareholders of Donegal Investment Group plc (the "Company")

Dear Shareholder,

I am writing to you to outline the resolutions to be proposed at the forthcoming Annual General Meeting, all of which the Board of Directors are recommending for your approval. I draw your attention to the Notice of Annual General Meeting of the Company, which will be held at 11.30am on Thursday, 13 July 2023 at the Colab ATU Donegal, Port Road, Letterkenny, Co Donegal, F92 PHF4, which is included in this document.

Resolution 1 - Receipt and consideration of the accounts

This is a resolution to receive and consider the Company's financial statements for the financial year ended 31 August 2022.

Resolution 2 - Re-election of directors

These are separate resolutions to re-elect Ian Ireland, Patrick Kelly and Henry McGarvey as directors of the Company, who each retire by rotation in accordance with the Articles of Association.

Biographical details of the directors standing for re-election are found on page 3 of the Annual Report and are available on the Company's website: www.donegaligroup.com.

Resolution 3 - Non-executive directors' remuneration

This is a resolution to approve the remuneration of the non-executive directors as set out on page 17 of the Annual Report.

Resolution 4 - Appointment of auditors

KPMG are retiring as statutory auditors of the Company with effect from the conclusion of the AGM and have confirmed in accordance with the provisions of Section 400 of the Companies Act 2014 (as amended) that there are no circumstances connected with their resignation which they consider ought to be brought to the notice of the members or creditors of the Company.

During 2023, a competitive tendering process took place for the appointment of new statutory auditors. Following the outcome of this tendering process, which was overseen by the Audit Committee of the Company, the Board has recommended to Shareholders that it is in the best interests of the Company that BDO LLP be appointed as statutory auditors of the Company with effect from the conclusion of the AGM.

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Letter from the Chairman of Donegal Investment Group plc

Resolution 5 - Auditors' remuneration

This resolution is an ordinary resolution to permit the Directors to fix the auditors' remuneration.

Resolution 6 - Authority to allot relevant securities

Resolution 6 is an ordinary resolution to grant a general authority to the directors to allot "relevant securities" of up to one third of the issued share capital, with an additional authority to allot up to an additional one third of the issued share capital for pre-emptive allotments to existing shareholders. The authority granted by Resolution 6 will expire 15 months after the passing of the resolution or the close of trading on the date of the 2024 AGM, whichever occurs first.

Resolution 7 - Authority to dis-applypre-emption rights

Resolution 7 is a special resolution to permit the Directors to allot "equity securities" (essentially ordinary shares in the Company) for cash (i) subject to adjustment for fractions and certain overseas jurisdictions in connection with rights issues or open offers to shareholders generally and (ii) otherwise in an amount up to 5% of the nominal value of the issued ordinary share capital of the Company at the date of the passing of the resolution. This authority will expire 15 months after the passing of the resolution or at close of trading on the date of the 2024 AGM, whichever occurs first. The Directors have no current intention to exercise the power to be conferred by this resolution.

Resolutions 8 (a) and (b) - Authorisation of market purchases of the Company's shares and setting of reissue price of those shares

Resolution 8 (a) is a special resolution to empower the Company (or any subsidiary) to make market purchases of up to 15% of the Company's issued shares at the date of passing of the resolution, subject to the restrictions set out in the Company's Articles of Association.

Resolution 8 (b) is a related special resolution dependent on the passing of Resolution 8 (a) and is to set the reissue price of shares purchased pursuant to Resolution 8 (a) if held as treasury shares.

The Directors have no current intention to utilise the power to be conferred by these resolutions and your Board undertakes to exercise the powers conferred by these resolutions only when it believes that such exercise is in the best interest of the shareholders. These authorities will expire 15 months after the passing of the resolution or at close of trading on the date of the 2024 AGM, whichever first occurs.

Recommendation

The Directors believe that the proposals set out in the resolutions before the meeting are in the best interests of the Company and of its shareholders as a whole. Accordingly, the Directors recommend that you vote in favour of the resolutions at the Annual General Meeting, which they intend to do in respect of their shareholdings in the Company.

Yours faithfully,

Geoffrey Vance

Chairman

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DONEGAL INVESTMENT GROUP PUBLIC LIMITED COMPANY

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Annual General Meeting of Donegal Investment Group plc will be held at the Colab ATU Donegal, Port Road, Letterkenny, Co Donegal, F92 PHF4 at 11.30am on Thursday, 13 July 2023 for the following purposes:

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

1. To receive the Financial Statements for the financial year ended 31 August 2022 and the reports of the Directors and Auditors thereon. (Resolution 1)
2. By separate resolutions, to re-elect Ian Ireland, Patrick Kelly and Henry McGarvey as Directors.
   (Resolutions 2(a), 2(b) and 2(c))
3. To approve the remuneration of the non-executive Directors on the basis set out in the Report of the Remuneration Committee on page 17 of the Annual Report. (Resolution 3)
4. To appoint BDO LLP as statutory auditors of the Company. (Resolution 4)
5. To authorise the Directors to fix the remuneration of the auditors. (Resolution 5)
6. That the Directors be and they are hereby generally and unconditionally authorised in accordance with section 1021 of the Companies Act 2014, to exercise all the power of the Company to allot relevant securities (as defined by that section) of the Company:
7. 1. up to an aggregate nominal value of €68,877, being approximately one third of the issued ordinary share capital of the Company; and
   2. up to a further aggregate nominal value of €68,877, being approximately one third of the issued ordinary share capital of the Company, provided that any Ordinary Shares allotted pursuant to this authority are offered by way of a rights issue or other pre-emptive issue to the holders of Ordinary Shares to the extent permitted by paragraph (ii) in Resolution 7 in this Notice.

This authority (unless previously revoked, varied or extended by the Company in a general meeting) to expire 15 months from the passing of the resolution or at the close of trading on the date of the next Annual General Meeting of the Company, whichever occurs first, save that the Company may before such expiry make an offer or agreement, which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to such offer or agreement as if the authority conferred hereby had not expired. (Resolution 6)

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

7. That, pursuant to: (i) the authority granted by Resolution 6 in this Notice; and (ii) Section 1023(3) of the Companies Act 2014, the Directors be and are hereby empowered to allot equity securities for cash, to include the reissue of any treasury shares from time to time, provided that the powers conferred by this resolution shall be limited to:

1. the allotment of equity securities in connection with an issue or offering in favour of holders of equity securities and other persons entitled to participate in such issue or offering (other than the Company itself in respect of any shares held by it as treasury shares) where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly may be) to the respective number of equity securities held by or deemed to be held by them on the record date of such allotment, subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws or requirements of any recognised regulatory body or stock exchange in any territory; and

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1. the allotment, other than on foot of the authority conferred by sub-paragraph (i) above, of equity securities up to an aggregate nominal value of €10,331, being approximately 5% of the issued ordinary share capital of the Company,

provided that the authority hereby conferred (unless previously revoked or renewed in accordance with the provisions of the 2014 Act) shall expire 15 months from the passing of the resolution or at the close of trading on the date of the next Annual General Meeting of the Company, whichever occurs first, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted or issued after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power hereby conferred had not expired. (Resolution 7)

8(a). That the Company (and any subsidiary of the Company for the time being) be and is hereby authorised to make market purchases including overseas market purchases of any shares of and in the Company (including any contract of purchase, which will or might be concluded wholly or partly after the expiry date below), provided that:

1. the maximum number of shares, which may be acquired pursuant to this authorisation shall be 238,419, representing approximately 15% of the issued shares of and in the Company;
2. the maximum price at which a purchase pursuant to this authorisation will be made will be 5% above the average of the official closing prices of the relevant shares derived from the Irish Stock Exchange for the five days before the purchase is made;
3. the minimum price, which may be paid for shares purchased pursuant to this authorisation will be the par value thereof; and

	this authorisation will expire at close of trading on the date of the next Annual General Meeting of the
	Company or 15 months from the passing of this resolution, whichever first occurs, save that the
	Company may make a purchase after the expiry of the authorisation in any case where the contract of
	purchase is executed before the authorisation expired. (Resolution 8(a))
8(b).	That the Directors be and are hereby empowered pursuant to Section 1021 of the Companies Act 2014 to
	re-issue treasury shares within the meaning of section 106 of the Companies Act 2014 as relevant
	securities and, pursuant to section 1023 of the Companies Act 2014, to reissue treasury shares as equity
	securities as if subsection (1) of section 1022 of the Companies Act 2014 did not apply to any such
	reissue, provided that:

1. this power shall be subject to the limits provided by Resolutions 6 and 7(a) and shall expire at close of trading on the date of the next Annual General Meeting of the Company or on the expiry of 15 months from the date hereof, whichever first occurs, save that the Company may before such expiry make an offer or agreement, which would or might require such reissue to occur after such expiry and the Directors may reissue securities pursuant to such offer or agreement as if the power conferred hereby had not expired; and
2. the price at which any treasury shares may be re-issued off market (within the meaning of section 1078 of the Companies Act 2014) shall be:
3. 1. in the case of reissues other than to satisfy entitlements under share options or employee share schemes not more than 25% above and not more than 5% below the average of the official closing prices of the relevant shares derived from the Irish Stock Exchange for the five days before the relevant reissue is made; or
   2. in the case of reissues to satisfy entitlements under share options or employee share schemes, not more than 25% above that average and not less than par value.
      (Resolution 8(b))

(Resolutions 8(a) and 8(b), each a separate special resolution)

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