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Rule 2.9(a) Announcement - Additional Irrevocable Undertaking Received

In brief · summary, not quotable

Bluefin Bidco Limited has received an additional irrevocable undertaking from John Gallagher to vote in favour of the recommended cash offer for Irish Continental Group, plc, representing 3,594,264 shares or approximately 2.4% of the issued share capital. This brings the total irrevocable undertakings to 8,397,014 shares, or approximately 5.7% of ICG's issued share capital as of July 29, 2026. These undertakings are conditional and will cease to be binding under specific circumstances, including the scheme becoming effective, Bidco abandoning the acquisition, or a superior takeover proposal emerging.

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FOR

IRISH CONTINENTAL GROUP, PLC

BY

BLUEFIN BIDCO LIMITED

Additional Irrevocable Undertaking Received

On 24 July 2026, the board of Bluefin Bidco Limited (“BidCo”) and the Independent Directors of Irish Continental Group, plc (“ICG”) made an announcement pursuant to Rule 2.7 of the Irish Takeover Rules (the “Announcement”) that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of ICG, to be implemented by means of a High Court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the “Scheme”).

As set out the Announcement, BidCo had received:

irrevocable undertakings from all of the Independent Directors on the Independent ICG Board who hold ICG Shares to vote in favour of the Scheme at the Scheme Meeting and each of the EGM Resolutions to be proposed at EGM (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) in respect of 361,140 ICG Shares representing approximately 0.24% of the existing issued ordinary share capital of ICG; and

an irrevocable undertaking from Belfry, a party to a family trust, the beneficiaries of which are family members of John B. McGuckian, to vote (or procure the voting) in favour of the Scheme at the Scheme Meeting and the EGM Resolutions at the EGM (or, in the event that the Acquisition is implemented by way of the Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in respect of 4,441,610 ICG Shares representing approximately 3.0% of the existing issued ordinary share capital of ICG.

BidCo has now received a further irrevocable undertaking from John Gallagher to vote (or procure the voting) in favour of the Scheme at the Scheme Meeting and the Resolutions at the EGM (or, in the event that the Acquisition is implemented by way of the Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in respect of 3,594,264 ICG Shares representing approximately 2.4% of the existing issued ordinary share capital of ICG ) (the “Additional Irrevocable”).

In accordance with its terms, the Additional Irrevocable Undertaking will cease to be binding if:

the Scheme becomes effective;

BidCo announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition;

the Scheme lapses or is withdrawn, unless Bidco announces, within five Business Days of such lapse or withdrawal and with the consent of the Panel, a firm intention to switch to a Takeover Offer;

the Acquisition is not completed by the End Date;

any third party announces, prior to the despatch by the Company of the Scheme Document in relation to the Acquisition (or, if Bidco elects to implement the Acquisition by way of a Takeover Offer, prior to the despatch by Bidco of the Takeover Offer Documents in relation to the Acquisition), a firm intention in accordance with Rule 2.7 of the Irish Takeover Rules to make an offer for the Company (whether made by way of a takeover offer or a scheme of arrangement), and which provides for an amount or value of consideration which is 10% greater than the amount per Share offered by Bidco pursuant to the Acquisition, as set out in the Announcement (a “Superior Takeover Proposal”) and Bidco does not, by 5.00 p.m. on the date five Business Days from the date of the third party’s announcement, increase the cash consideration offered under the Acquisition to an amount which is equal to or of a higher value of consideration per Share than the Superior Takeover Proposal; or

any competing offer (implemented as a scheme of arrangement or an offer) for the entire issued and to be issued share capital of ICG becomes or is declared unconditional or otherwise becomes effective.

In total, therefore, BidCo has received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Scheme Meeting and the EGM Resolutions at the EGM (or, in the event that the Acquisition is implemented by way of the Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in respect of, in aggregate, 8,397,014 ICG Shares, representing approximately 5.7% of the issue shared capital of ICG as at close of business on 29 July 2026 (being the last business day prior to the date of this announcement).

Capitalised terms used in this announcement, unless otherwise defined, shall have the meanings given to them in the Announcement.

Disclosure requirements of the Irish Takeover Rules

All 'dealings' in 'relevant securities' of ICG by a bidder, or by any party Acting in Concert with a bidder, must also be disclosed by no later than 12 noon (Irish time) on the 'business' day following the date of the relevant transaction. If two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire for one or more of them an interest in relevant securities, they will be deemed to be a single person for these purposes.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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