Independent ICG Board Update on Recommended Cash Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS MADE BY THE INDEPENDENT BOARD OF IRISH CONTINENTAL GROUP, PLC ONLY, IN CONNECTION WITH THE RECOMMENDED CASH ACQUISITION OF IRISH CONTINENTAL GROUP, PLC BY BLUEFIN BIDCO LIMITED

FOR IMMEDIATE RELEASE

20 August 2026

INDEPENDENT ICG BOARD UPDATE ON RECOMMENDED CASH OFFER

Irish Continental Group, plc (“ICG” or the “Company”)

The Independent ICG Board wishes to inform shareholders that it has received indicative early proxy votes from some shareholders in relation to the resolutions to be put to the Scheme Meetings and EGM to be held on 28 August 2026 in relation to the recommended cash offer for ICG (the “Resolutions”) such that, if some of those proxy votes are not changed at or before the Scheme Meetings or the EGM, the Scheme will likely fail. The Independent ICG Board notes that a significant number of shareholders have not yet cast their votes.

IN PARTICULAR, IN ORDER FOR THE SCHEME TO BECOME EFFECTIVE, AT LEAST 75% IN VALUE OF THE SCHEME SHARES HELD BY THE RELEVANT SCHEME SHAREHOLDERS WHO ARE PRESENT AND VOTING, EITHER IN PERSON OR BY PROXY, OR IN ANY OTHER MANNER PERMITTED BY LAW, MUST BE VOTED IN FAVOUR OF CERTAIN RESOLUTIONS.

GIVEN THE MBO TEAM CANNOT VOTE THEIR SHARES ON CERTAIN RESOLUTIONS, THE CURRENT EARLY PROXY VOTES RECEIVED FROM SOME SHAREHOLDERS INDICATE THAT THE SCHEME WILL LIKELY FAIL, UNLESS SOME OF THOSE SHAREHOLDERS WHO HAVE VOTED AGAINST CHANGE THEIR VOTE, WHICH THEY CAN DO.

If the Resolutions fail, it is the Independent ICG Board’s belief that, as would typically occur in matters of this nature, the share price may revert to a price close to or below where the ICG Shares were trading prior to the announcement of the recommended offer on 24 July 2026 (being €6.24 per ICG Share), as the Independent ICG Board expects event driven shareholders to seek to dispose of their shares. There is no certainty that ICG Shareholders will have another opportunity to achieve a cash exit at €8.00 per ICG Share. 

Following the release of ICG’s half yearly financial report on 19 August 2026, the Independent ICG Board strongly reiterates its unanimous recommendation for all shareholders to vote in favour of the recommended offer, as the Independent ICG Board believes it provides a singular liquidity opportunity for ICG which is at a significant premium of 28.2% to the closing share price on 24 July 2026.

Shareholders should note that submitting a proxy appointment or voting instruction does not prevent them from changing or withdrawing that instruction before the applicable voting deadline or, where permitted, attending the relevant meeting and voting in person.

Action Required:

IT IS IMPORTANT THAT AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF THE OPINION OF THE VOTING SCHEME SHAREHOLDERS. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY AS SOON AS POSSIBLE.

Scheme Shareholders who DO wish to change their voting instructions

Scheme Shareholders who have already submitted Forms of Proxy, or who have appointed a proxy electronically, for the relevant Scheme Meeting and the EGM, and who now wish to change their voting instructions should contact their stockbroker, custodian or other intermediary as soon as possible.

Scheme Shareholders who DO NOT wish to change their voting instructions

Scheme Shareholders who have already submitted Forms of Proxy, or who have appointed a proxy electronically, for the relevant Scheme Meeting and the EGM and do not wish to change their voting instructions, need not take any further action as their Forms of Proxy will continue to be valid in respect of the relevant Scheme Meeting and the EGM.

Scheme Shareholders who have not yet voted

Scheme Shareholders who have not yet submitted Forms of Proxy, or who have not yet appointed a proxy electronically, for the relevant Scheme Meeting and the EGM, should contact their stockbroker, custodian or other intermediary as soon as possible. Your attention is drawn to the summary of the action to be taken on pages 12 to 14 of the Scheme Document and to the Statement of Procedures contained at the end of each of the Notices of Scheme Meetings and Notice of EGM contained in the Scheme Document.

Whilst the latest time for the receipt of Forms of Proxy to the Company’s Registrar is 10.00 a.m. on 26 August 2026, shareholders who hold their interests through the Euroclear System, CREST or another intermediary should note that earlier deadlines apply and should promptly consult their stockbroker, custodian or other intermediary regarding the relevant arrangements and cut-off times.

Capitalised terms used but not defined in this Announcement shall have the meanings given to those terms in the circular relating to the Scheme which was posted to ICG Shareholders on 5 August 2026.

Enquiries

Irish Continental Group, plc
Brian Holland, Company Secretary
+353 1 607 5700
[email protected]

PJT Partners (UK) Limited (Financial Adviser and Rule 3 Adviser to ICG)
Basil Geoghegan / Ronan Crotty / Henry Lebus
+44 (0)20 3650 1100

Responsibility Statement

The Independent ICG Board accepts responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the Independent ICG Board (which has taken all reasonable care to ensure that such is the case), the information contained in this Announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Adviser

PJT Partners, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to ICG and no one else in connection with the matters described herein and will not be responsible to anyone other than ICG for providing the protections afforded to clients of PJT Partners nor for providing advice in connection with the matters described herein. Neither PJT Partners nor any of its subsidiaries, branches or affiliates nor any of their respective directors, officers, employees, agents or representatives owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PJT Partners in connection with this Announcement, the Acquisition, any statement contained herein or otherwise.

No Offer or Solicitation

This Announcement is for information purposes only and does not constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval, in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition is being made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Documents), which contains the full terms and conditions of the Acquisition, including details of how to vote. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Documents).

This Announcement does not constitute a prospectus or a prospectus equivalent document.

Cautionary Statement Regarding Forward-Looking Statements

This Announcement may contain certain forward-looking statements with respect to ICG. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and can generally, but not always, be identified by the use of words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “will”, “may”, “would”, “could” or “should” or their negative variants or other variations. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of ICG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Announcement. ICG undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Disclosure requirements of the Irish Takeover Rules

Under Rule 8.3(a) of the Irish Takeover Rules, any person who is 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of ICG must make an 'opening position disclosure' by no later than 3.30pm (Irish time) on the tenth 'business day' following the commencement of the 'offer period'. An 'opening position disclosure' must contain the details specified in Rule 8.6(a) of the Irish Takeover Rules, including details of the person's interests and short positions in any 'relevant securities' of ICG. Relevant persons who deal in any 'relevant securities' of ICG prior to the deadline for making an 'opening position disclosure' must instead make a dealing disclosure as described below.

Under Rule 8.3(b) of the Irish Takeover Rules, any person 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of ICG must disclose all 'dealings' in such 'relevant securities' during the 'offer period'. The disclosure of a 'dealing' must be made by no later than 3.30pm (Irish time) on the business day following the date of the relevant transaction. This requirement will continue until the 'offer period' ends.

Disclosure tables, giving details of the companies in whose 'relevant securities' 'opening positions' and 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

Terms in quotation marks in this section are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing or an opening position under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

Publication on Website

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this Announcement will be available on the Company's website at www.icg.ie by no later than 12.00 noon (Irish time) on the business day following the date of this Announcement. The content of any website referred to in this Announcement is not incorporated into, and does not form part of, this Announcement.

General

This Announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules, and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.

The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Persons who are not resident in Ireland or the United Kingdom, or who are subject to the laws of another jurisdiction, should inform themselves about, and observe, any applicable legal or regulatory requirements. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, ICG disclaims any responsibility or liability for the violation of such restrictions by any person.

Any decision in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document. If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your appropriately authorised independent financial adviser.

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