THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser being, if you are resident in Ireland, an organisation or firm authorised under the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) or, if you are resident in the United Kingdom, an organisation or firm authorised under the Financial Services and Markets Act 2000 of the United Kingdom or, if you are not so resident, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all your Ordinary Shares, please forward this document and the accompanying documents 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. If you have sold only part of your holding of Ordinary Shares, please contact immediately your stockbroker, bank or other agent through whom the sale or transfer was effected.

This document is dated 28 September 2017.

Cpl Resources plc

(incorporated and registered in Ireland with registered number 287278)

Notice of Annual General Meeting Annual General Meeting 23 October 2017 at 4.00 p.m. at 2 Grand Canal Square, Dublin 2, Ireland

Notice of the Annual General Meeting of Cpl Resources plc to be held at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland on 23 October 2017 at 4.00 p.m. is set out at the end of this document. This document should be read as a whole. Your attention is drawn to the letter from John Hennessy, Chairman of Cpl Resources plc, in Part I of this document, which contains a unanimous recommendation from the Board that you vote in favour of each of the resolutions to be proposed at the Annual General Meeting.

Shareholders will find enclosed with this document a Form of Proxy for the Annual General Meeting. To be valid, the enclosed Form of Proxy should be completed and returned as soon as possible and, in any event, so as to be received by the Company's registrars, Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland, by not later than 4.00p.m. on 21 October 2017. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the Annual General Meeting should they so wish. Forward-looking Statements

This document may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Group and certain plans and objectives of the Board. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often include words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would" or "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Board in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results or developments to differ materially from those expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. Cpl assumes no obligation to update or correct the information contained in this document, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them. Publication of this document shall not give rise to any implication that there has been no change in the facts set out in this document since the date of this document. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Cpl except where expressly stated.

CONTENTS

DEFINITIONS 4

LETTER FROM THE CHAIRMAN 5

NOTICE OF ANNUAL GENERAL MEETING 7

DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires or unless it is otherwise specifically provided:

the "Act" the Companies Act 2014; "AGM" or "Annual General Meeting" the annual general meeting of the Company, to be held

at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland on 23 October 2017 at 4.00p.m. or any adjournment thereof, notice of which is set out at the end of this document;

"Auditors" KPMG; "Board" the board of Directors, whose names are set out on page 5 of this document; "document" this document; "Company" or "Cpl" Cpl Resources plc; "Directors" the directors of the Company from time to time; "Group" Cpl Resources plc and its subsidiary undertakings; "Ordinary Shares" ordinary shares of €0.10 each in the share capital of the Company; and "Shareholder(s)" holder(s) of Ordinary Shares. Notes:
  1. Unless otherwise stated in this document, all references to statutes or other forms of legislation shall refer to statutes or forms of legislation of Ireland. Any reference to any provision of any legislation shall include an amendment, modification, re-enactment or extension thereof.

  2. The symbols "€" and "c" refer to euro and euro cent, respectively, being the lawful currency of Ireland provided for in Council Regulation (EC) No. 974/98 of 8 May 1998.

  3. Words imparting the singular shall include the plural and vice versa and words imparting the masculine shall include the feminine or neuter gender.

  4. All references to time in this document are to Irish Standard Time (as set out in the Standard Time Act 1968 and the Standard Time (Amendment) Act 1971).

CPL Resources plc published this content on 28 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 September 2017 15:54:03 UTC.

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