Irish Continental : Chairman's Letter and Notice of AGM

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to consult immediately, if you are resident in Ireland, your independent professional adviser who is authorised or exempted pursuant to the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) of Ireland or the Investment Intermediaries Act 1995 (as amended) of Ireland or, if you are resident in the United Kingdom, your independent professional adviser who is authorised or exempted under the UK Financial Services and Markets Act 2000 (as amended), or from another appropriately authorised independent financial advisor if you are in a territory outside Ireland or the United Kingdom.

If you sell or have sold or otherwise transferred all your ICG Units in Irish Continental Group p.l.c. ("ICG" or the "Company"), please send this document, and the accompanying documents enclosed (with the exception of any personalised documentation) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

CHAIRMAN'S LETTER

and

NOTICE OF ANNUAL GENERAL MEETING

Thursday, 11 May 2023 at 11.00 a.m.

The Gibson Hotel, The Point Village, East Wall Road, Dublin D01 X2P2

This document should be read as a whole. Your attention is drawn to the letter from John B. McGuckian, Chairman of ICG, which contains a unanimous recommendation from the Board that you vote in favour of the resolutions to be proposed at the annual general meeting ("AGM").

Notice of the AGM of ICG to be held at The Gibson Hotel, The Point Village, East Wall Road, Dublin D01 X2P2 on Thursday, 11 May 2023 at 11.00 a.m. is set out in this document.

If it becomes necessary or appropriate to make alternative arrangements for the AGM, we will ensure that shareholders are given as much notice a possible via RNS announcement and the Company's website: www.icg.ie.

An individualised Form of Proxy has been sent to each shareholder. Shareholders wishing to appoint a proxy are asked to complete the Form of Proxy in accordance with the instructions printed on the form and to return it either by post or by hand as soon as possible but in any event so as to be received by ICG's Registrars, Computershare Investor Services (Ireland)

Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, by no later than 11.00 a.m. on Tuesday, 9 May 2023. Alternatively, you may appoint a proxy electronically by visiting www.eproxyappointment. com. You will need your shareholder reference number (SRN), PIN and Control Number all of which are printed on the individualised Form of Proxy to appoint a proxy electronically. Please note that for persons holding their interests in ICG through Euroclear Bank or CREST (via CDI) should consult with their stockbroker or intermediary at the earliest opportunity, for further information on the process and timelines for submitting proxy votes or voting instructions for the AGM.

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Directors	Registered Office
John B. McGuckian (Chairman)	Ferryport
Eamonn Rothwell*	Alexandra Road
David Ledwidge*	Dublin 1
Lesley Williams	D01 W2F5
Daniel Clague	Ireland
Éimear Moloney
Company Secretary
Thomas Corcoran
* Executive director	5 April 2023
	ANNUAL GENERAL MEETING
Dear Shareholder

I am writing to you to outline the background to the resolutions to be proposed at the forthcoming annual general meeting ("AGM") of Irish Continental Group p.l.c. (the "Company" or "ICG"), all of which the Board considers to be in the Company's best interests and which are recommended by the Board for your approval.

I believe that the AGM provides a worthwhile and meaningful opportunity for shareholders to exercise their shareholder rights through raising questions, engaging with the directors of the Company (the "Directors") and by voting on the business of the meeting.

The Company's Annual Report and Financial Statements for the year ended 31 December 2022 is now available to view and download on our website http://www.icg.ie. For those shareholders who have not yet elected to receive electronic communications, a copy of the Company's Annual Report is enclosed with this mailing.

Your attention is drawn to the Notice of AGM set out on page 6 of this document convening the AGM which will be held at The Gibson Hotel, The Point Village, East Wall Road, Dublin D01 X2P2 on Thursday, 11 May 2023 at 11.00 a.m.

Unless decided otherwise by the Chairman in his discretion, all resolutions at the AGM will be put to a vote via a poll, the result of which will be made available on the Company's website, www.icg.ie, following the conclusion of the AGM. It is important that you submit your Form of Proxy to the Company's Registrar by the deadline of 11.00 a.m. on Tuesday, 9 May 2023 to ensure your votes are included. Please note that persons holding their interests in the Company through the Euroclear Bank or CREST (CDI) systems must comply with any earlier or other voting submission deadline imposed by those systems. All such persons are recommended to consult with their stockbroker or intermediary at the earliest opportunity. Further information in this respect is provided at the Notes to the Notice of AGM and on the Company's website http://www.icg.ie.

For any shareholder who is unable to attend our AGM in person, your contribution is still valued, and you may participate through:

1. Voting: by availing of the established and existing proxy voting services (electronic and/or paper) available to all shareholders in the manner set out in the Notes to the Notice of AGM and on the Company's website. By way of information, voting by proxy is the traditional means by which the majority of shareholders usually vote at general meetings. Any shareholders who need further information in respect of the proxy voting service, or require assistance in submitting their vote using this service, should call the Company's Registrar Computershare Investor Services on [phone]. It is recommended that shareholders appoint the chair of the meeting as their proxy for the AGM. The appointment of the chair as proxy will facilitate your vote being included in a wider range of contingent scenarios.

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2. Raising questions: by submitting any questions that you would like to raise and/or might otherwise have raised in person at the AGM by forwarding via post or email, in each case together with evidence of your shareholding, to be received before 5 p.m. on Monday, 8 May 2023. Further details are set out in the Notes to the Notice of AGM.

The business to be transacted at the AGM is set out in resolutions 1 to 11 in the Notice of AGM.

Resolution 1: Financial statements, annual report and affairs of the Company

Resolution 1 relates to the financial statements and the reports of the Directors and Auditors for the period ended 31 December 2022 and a review of the affairs of the Company. Resolution 1 is an advisory resolution and is not binding on the Company.

Resolution 2: Recommendation for payment of dividend

Resolution 2 relates to the recommendation by the Board for the payment of a final dividend of 9.45 cent per issued ordinary share in the capital of the Company ("Ordinary Shares") in respect of the year ended 31 December 2022. As previously announced by the Company, if approved by the meeting, the final dividend will be paid on 9 June 2023 to the holders of Ordinary Shares on the register at 5 p.m. on 19 May 2023. Irish dividend withholding tax will be deducted where appropriate and the receipt of the proposed final dividend should be treated as income for Irish tax purposes and taxed accordingly. Resolution 2 is proposed as an ordinary resolution.

Resolution 3: Election of Directors

Resolution 3 deals with the re-appointment of Directors. The Company's constitution requires that at least one third of the Directors shall retire by rotation at the Company's AGM each year. However, in compliance with the recommendations of the 2018 UK Corporate Governance Code ("2018 UK Code"), all Directors will retire from office and offer themselves for re-appointment by the shareholders. Full biographical details of all Directors and the experience that each of the Directors brings to the Board and the long term success of the Company are found on pages 76 to 77 of the 2022 Annual Report. Éimear Moloney was appointed to the Board on 25 August 2022. The re-appointment of each Director will be proposed as a separate ordinary resolution.

John Sheehan who had been a non-executive director for 9 years since joining the Board in 2013 resigned as a director on 11 November 2022. I thank John for his service and contribution to the Group during his tenure.

As set out in the Corporate Governance Statement on pages 78 to 90 of the 2022 Annual Report, I led a Board evaluation process and reported that each Director was contributing effectively and demonstrating commitment to the role. Separately, the Independent non-executive Directors undertook an evaluation of my performance as Chairman and the Senior Independent Director reported that I was providing effective leadership of the Board.

All of the non-executive Directors are considered by the Board to be independent of management and free of any relationships which could interfere with the exercise of their independent judgement. In considering their independence, the Board has taken into account a number of factors including their length of service on the Board, other directorships held and material business interests.

I have served on the Board for more than nine years since my first appointment as a non-executive Director. I was appointed Chairman in 2004 and was considered to be independent at the date of my appointment. Recognising the importance of assessing each individual Director's tenure and their contribution, including the Chairman, as set out by the 2018 UK Code, the Board has considered the knowledge, skills and experience that I contribute to the Company and has concluded that I am independent in character and judgement and to be of continued significant benefit to the Board. The Board is committed to the continual, independent review of my role, tenure and independence on an annual basis consistent with the guidance of the 2018 UK Code. I also confirm that as Chair of the Nomination Committee, I have not chaired the Committee at any time where it is dealing with Board chair succession.

Resolution 4: Remuneration of Auditors

Resolution 4 authorises the Directors to determine the remuneration of the Company's Auditors. Resolution 4 is proposed as an ordinary resolution.

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Resolution 5: Report of the Remuneration Committee

Resolution 5 is asking shareholders to receive and consider the Report of the Remuneration Committee for the year ended 31 December 2022 which is contained on pages 98 to 108 of the 2022 Annual Report. Resolution 5 is being proposed as an advisory non-binding ordinary resolution.

Resolution 6: General authority to allot shares

Resolution 6 seeks to renew the authority of the Directors to allot shares. The Investment Association generally supports resolutions seeking a general authority to allot up to 33.33% of a company's issued share capital (excluding treasury shares) and will also support an additional 33.33% authority where the additional authority is applied to allot shares pursuant to a rights issue.

Accordingly, Resolution 6 proposes to give the Directors a general authority under Section 1021 of the Companies Act 2014 to allot shares up to an aggregate nominal value of €7,448,852 (representing approximately 66.66% of the issued ordinary share capital and the authorised but unissued redeemable share capital of the Company (in each case, excluding treasury shares) as at 5 p.m. on 4 April 2023 (the latest practicable date prior to the publication of this letter)). Under this authority, any allotment of ordinary shares in excess of €3,746,926 representing approximately 33.33% of the issued ordinary share capital and the authorised but unissued redeemable share capital of the Company (in each case, excluding treasury shares) as at 5 p.m. on 4 April 2023 (the last practicable date prior to the publication of this letter)) may only be applied to allot shares pursuant to a rights issue.

This resolution shall expire at the conclusion of the next AGM 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. The Directors have no current intention of exercising this authority. This resolution is a common resolution at annual general meetings of companies listed on the Official List of the Euronext Dublin and/or London Stock Exchanges and is in line with institutional shareholder guidance. Resolution 6 is proposed as an ordinary resolution.

By way of background, ordinary shares and redeemable shares are inextricably linked as an ICG Unit (as this term is defined in the Company's constitution for the time being) such that the issued share capital of the Company comprises of ICG Units. The authority granted by this resolution, if exercised, will not have the effect of increasing the current number of ICG Units in issue by more than 66.66%.

Resolutions 7 & 8 - Disapplication of statutory pre-emption rights in certain circumstances

The Companies Act 2014 sets out pre-emption rights for shareholders 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 modified or disapplied. The London based Pre-Emption Group has issued guidelines for such modifications or disapplications. These guidelines were revised in November 2022 and Resolutions 7 and 8 are consistent with these guidelines.

Accordingly, Resolution 7 is asking shareholders to renew the Directors' authority to disapply the strict statutory preemption provisions in certain circumstances, being: (a) 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 (b) the allotment of equity securities pursuant to the Company's share option schemes for the time being in force; and/or (c) for allotments (other than by way of pre-emptive offers) up to an aggregate nominal value of €1,110,688 which represents approximately 10% of the total nominal value of the Company's issued ordinary share capital (excluding treasury shares) as at 5 p.m. on 4 April 2023 (the latest practicable date prior to the publication of this letter) and/or (d) 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 (c) of Resolution 7 from time to time and made in accordance with paragraph 3 of Part 2B of the Pre-Emption Group's Statement of Principles published in November 2022 (the "Pre-EmptionPrinciples").

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