Irish Continental : Form of Proxy

INFORMATION

Form of Proxy - Annual General Meeting to be held on 9 May 2024 at 11.00 a.m.

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Cast your Proxy online...It's fast, easy and secure!

Control umber: 918937

www.eproxyappointment.com

SRN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and P N shown opposite

PIN:

and agree to certain terms and conditions.

To view the AGM Documentation online log on to www.icg.ie

To be effective, all proxy appointments must be lodged with the Company's Registrar at:

Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82

or through the voting website, see above, by 11.00 a.m. on 7 May 2024.

Explanatory Notes:

1.

Notwithstanding any other matter herein, the Company will take all appropriate safety measures as the Directors may in the their

meeting or any adjournment thereof, or (in the case of a poll taken otherwise than at or on the same day as the AGM or adjourned

absolute discretion determine from time to time, and in any individual case, to be necessary or desirable at, during or prior to the

AGM) at least 48 hours before the taking of the poll at which it is to be used. Any alteration to the Form of Proxy must be initialled

meeting to ensure the safety of attendees and others involved with it and comply with applicable requirements. Such measures may,

by the person who signs it.

2.

without limitation, include the restriction of the number of attendees, and health and/or compliance related checks and requirements.

6. For shareholders whose name appears on the register of members of the Company (being shareholders holding shares in certificated

The process for appointing a proxy now depends on the manner in which you hold your interest in the Company's shares. All proxy

(paper) form), your proxy may:

voting instructions (whether submitted directly or through the Euroclear Bank or Crest (for those persons holding CDIs) systems

(a) be submitted by fax to +353 (1) 447 5572, provided it is received in legible form; or

must be received by the Registrar not less than 48 hours before the time appointed for the AGM or any adjournment of the AGM.

(b) be submitted electronically by accessing the Registrar's website, www.eproxyappointment.com. You will require your Control

However, persons holding through the Euroclear Bank system or the CREST system will also need to comply with any additional

Number, Shareholder Reference Number (SRN) and PIN number as printed on your Form of Proxy. Full details of the procedures,

voting deadlines imposed by the respective service offerings.All persons affected are recommended to consult with their stockbroker

including voting instructions are given on the website; or

or other intermediary at the earliest opportunity. If you hold your shares in uncertificated (electronic) form, details on how you can

(c) be submitted by post to Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus,

vote at the AGM are available in the otice of Meeting and on the Company's website www.icg.ie

Dublin 24, D24 AK82, Ireland.

3.

Every shareholder has the right to appoint a proxy, who need not be a shareholder, to exercise all or any of his/ her/its rights, to

7.

This Form of Proxy must (i) in the case of an individual shareholder be signed or submitted electronically by the shareholder or

attend, speak, ask questions and vote on his/her/its behalf at the meeting, or any adjournment thereof. If you wish to appoint a

his/her attorney; or (ii) in the case of a body corporate be executed either under its common seal or signed on its behalf by an

person other than the Chairman of the meeting, please insert the name of your chosen proxy holder, in block capitals, in the space

authorised officer or attorney or submitted electronically in accordance with note 6 above.

provided (see reverse). A proxy (including a substitute proxy) shall be entitled at his or her discretion and without notice to you to

8.

In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to

(i) nominate and appoint any person to be a substitute proxy for him or her for any of the purposes contemplated by this Form of

the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the

Proxy with liberty to revoke any such appointment at his or her discretion and/or (ii) replace such substitute proxy with any other

names stand on the register of members in respect of the joint holding.

person at his or her discretion (each of the foregoing being, a Substitute Proxy). proxy shall provide any Substitute Proxy with a

9.

The 'Abstain' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that

copy (electronic or otherwise) of this Form of Proxy where possible. A Substitute Proxy shall be bound by, and shall be entitled to

a 'Vote to Abstain' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a

act in all respects in accordance with, the terms of this Form of Proxy. All references to 'proxy' shall be deemed to include persons

resolution.

who are Substitute Proxies for the time being.

10. Pursuant to the Companies Act 2014(as amended), entitlement to attend and vote at the meeting and the number of votes which

4.

A shareholder may appoint more than one proxy to attend, speak, ask questions, vote and demand or join in demanding a poll at

may be cast thereat will be determined by reference to the register of members of the Company at 6.00 p.m. on 5 May 2024 (or in

the meeting or any adjournment thereof, provided that each proxy is appointed to exercise rights attached to different shares held

the case of an adjournment at 6pm on the day immediately preceding the date which falls 72 hours before the date of the adjourned

by that shareholder. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's

meeting). Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person

helpline on +353 1 447 5483 or you may photocopy this form. Please indicate by ticking the box provided if the proxy instruction

to attend and vote at the meeting.

is one of multiple instructions being given. If the proxy is being appointed in relation to less than your full voting entitlement, please

11. On any other business which may properly come before the meeting or any adjournment thereof and whether procedural,

enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act

administrative and/or substantive in nature (including without limitation any motion to amend a resolution or adjourn the meeting)

as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form

and not specified in the Notice of the Meeting or this Form of Proxy, the proxy will act at his/her discretion in voting on such matters.

has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). All

12. The above is how your address appears on the register of members. If this information is incorrect please ring the Registrar's

forms must be signed and should be returned together in the same envelope. Where a poll is taken at the AGM, a shareholder,

present in person or proxy, holding more than one share is not required to cast all their votes in the same way.

helpline on +353 1 447 5483 to request a change of address form or go to www.investorcentre.com/ie to use the online Investor

5. To be effective, the completed and executed, Form of Proxy together with any original power of attorney or other authority under

Centre service.

13. Subject to note 1, the appointment of a proxy will not preclude a member from attending the meeting and voting in person.

which is it executed, or a copy of such authority notarially certified must be deposited with the Registrar of the Company by post to

Computershare Investor Services (Ireland) Limited so as to be received no later than 48 hours before the time appointed for the

Kindly Note: This form is issued only to the addressee(s) and is specific to the

All Holders

unique designated account printed hereon. This personalised form is not transferable

between different (i) account holders; or (ii) uniquely designated accounts. The

Company and Computershare Investor Services (Ireland) Limited accept no liability

for any instruction that does not comply with these conditions.

SG150

12WZBA D01

Ordinary Resolutions

For

Against Abstain

For

Against Abstain

Please use a black pen. Mark with an X

X

inside the box as shown in this example.

You can also instruct your proxy not to vote on a

resolution by inserting an "X" in the abstain box.

I/We hereby appoint the Chairman of the AGM

the following person

Ordinary Resolutions

For

Against Abstain

For

Against Abstain

1.

To receive and consider the 2023 financial statements and the

4.

To authorise the directors to fix the auditor's remuneration for

reports of the directors and auditor thereon and a review of the

the year ended 31 December 2024

affairs of the Company

5.

To receive and consider the Report of the Remuneration

2.

To declare a final dividend of 9.93 cent per ordinary share for

Committee for the year ended 31 December 2023

the year ended 31 December 2023

6.

General authority to allot relevant securities

3.

(a) To re-appoint J. B. McGuckian as a director

Special Resolutions

7.

To disapply statutory pre-emption provisions in specified

(b) To re-appoint E. Rothwell as a director

circumstances

8.

To disapply statutory pre-emption provisions in connection with

(c) To re-appoint D. Ledwidge as a director

specified transactions

9.

To authorise the Company to make market purchases of its

(d) To re-appoint L. Williams as a director

own shares

10.

To authorise the Company to re-allot treasury shares

(e) To re-appoint D. Clague as a director

11.

Authority to convene certain general meetings on 14 days notice

(f) To re-appoint E. Moloney as a director

Signature

Date

C C S 2 0 1 4

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I C G I