Scheme of Arrangement

BY

BLUEFIN BIDCO LIMITED

Announcement relating to the publication and despatch of Scheme Document and Expected Timetable

On 24 July 2026, the board of Bluefin Bidco Limited (“BidCo”) and the Independent Directors of Irish Continental Group, plc (“ICG”) announced that they had agreed the terms of a recommended acquisition of the entire issued and to be issued share capital of ICG (other than any Excluded Shares).

Under the terms of the Acquisition, ICG Shareholders will be entitled to receive:

for each ICG Share €8.00 in cash.

The Acquisition values the entire issued and to be issued share capital of ICG at approximately €1.2 billion on a fully diluted basis.

Publication of Scheme Document

ICG announces that it has today published a circular relating to the Scheme (the “Scheme Document”) which it has also posted to ICG Shareholders together with the associated Forms of Proxy. The expected timetable of principal events in respect of the Acquisition is attached as an Appendix to this announcement. The Scheme Document will be made available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on ICG’s website (https://icg.ie/offer/) by no later than 12:00 noon on the Business Day following the date of this announcement.

Action Required

The Scheme requires approval by ICG Shareholders at two Scheme Meetings. The first of the Scheme Meetings (the “First Scheme Meeting”), is being held for First Scheme Meeting Shareholders at The Gibson Hotel, Point Village, East Wall Road, Dublin D01 X2P2 on 28 August 2026 at 10.00 a.m.

The second Scheme Meeting (the “Second Scheme Meeting”) of the Second Scheme Meeting Shareholders will be held at The Gibson Hotel, Point Village, East Wall Road, Dublin D01 X2P2 on 28 August 2026 at 10.10 a.m. or, if later, as soon as the First Scheme Meeting has concluded or has been adjourned.

In addition to approval at the Scheme Meetings, implementation of the Scheme also requires various approvals by ICG Shareholders at an extraordinary general meeting (the “EGM”) to be held at The Gibson Hotel, Point Village, East Wall Road, Dublin D01 X2P2 on 28 August 2026 at 10.20 a.m. or, if later, immediately after the conclusion or adjournment of the Second Scheme Meeting.

Once the Scheme becomes Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted in favour of, or at all at the Scheme Meetings or the EGM (and if they attended and voted, whether or not they voted in favour).

ICG Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Expected Timetable of Principal Events

An expected timetable of principal events is attached as an Appendix to this announcement.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document. All times shown in this announcement are Irish times unless otherwise stated.

The ICG Directors accept responsibility for the information contained in this Announcement relating to ICG, the ICG Group and the ICG Directors and members of their immediate families, related trusts and persons connected with them, except for the recommendation and related opinions of the Independent ICG Board. The Independent ICG Board accepts responsibility for the recommendation and related opinions of the Independent ICG Board contained in this Announcement. To the best of the knowledge and belief of the ICG Directors and the Independent ICG Directors (who, in each case, have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Disclosure requirements of the Takeover Rules

General

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following timetable is based on ICG and BidCo’s current expected dates for the implementation of the Acquisition and the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to ICG Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on ICG’s website at (www.icg.ie).

Notes:

1. The Voting Record Time in respect of the Scheme Meetings is 6.00 p.m. on 24 August 2026 or if the Scheme Meetings are adjourned by 14 days or more, 6.00 p.m. on the day immediately preceding the day which is 72 hours before the time appointed for the adjourned meetings. Holdings as of the Voting Record Time determine entitlement to attend, speak, ask questions and in respect of the number of ICG Shares registered in a holder’s name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the Register of Members after that time and date will be disregarded in determining the right of any person to attend and/or vote at the meetings or any adjournment thereof.

The Voting Record Time in respect of the EGM is 6.00 p.m. on 24 August 2026 or if the EGM adjourned by 14 days or more, 6.00 p.m. on the day immediately preceding the day which is 72 hours before the time appointed for the adjourned meeting. Holdings as of the Voting Record Time determine entitlement to attend, speak, ask questions and in respect of the number of ICG Shares registered in a holder’s name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the Register of Members after that time and date will be disregarded in determining the right of any person to attend and/or vote at the meeting or any adjournment thereof.

• All such persons who are eligible to exercise voting rights in connection with the Resolutions proposed for consideration at the Scheme Meetings and EGM are recommended to consult with their stockbroker or other intermediary at the earliest opportunity given that earlier deadlines for actions than those set out in the “Expected Timetable of Principal Events” will be applied by relevant service providers.
• Different deadlines and procedures for voting may apply in certain cases. This is particularly relevant if you hold your interest in ICG Shares via the Euroclear System, or in ICG CDIs via the CREST system. The relevant voting deadlines are expected to be confirmed by Euroclear Bank and EUI (or Broadridge), and notified by, or on behalf of each of them to EB Participants and CDI Holders respectively. The voting service will process and deliver proxy voting instructions received from CREST members on the Broadridge voting deadline date to Euroclear Bank, by its cut-off and to agreed market requirements. Euroclear Bank will, wherever practical, seek a voting instruction deadline of one hour prior to the Company's proxy appointment deadline. Broadridge’s voting deadline will be earlier than Euroclear Bank’s voting instruction deadline.
• The EGM will commence at 10.20 a.m., or, if later, immediately after the conclusion or adjournment of the Second Scheme Meeting.

The following sequence of dates are provided by way of indicative guidance only, are subject to change and will depend, amongst other things, on the date on which certain Conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on which the High Court sanctions the Scheme. ICG will give notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available at ICG’s website at ( www.icg.ie ). Further updates or changes to other times or dates indicated below shall, at ICG’s discretion, be notified in the same way. Please also see note (5) below.

Notes:

• These dates are indicative only and will depend on, among other things, the date upon which: (i) the Conditions of the Scheme are satisfied or (if capable of waiver) waived; and (ii) the sanction of the Scheme by the High Court and the delivery of a copy of the Court Order to the Registrar of Companies. The Acquisition is currently expected to be declared effective in the fourth quarter of 2026. All times shown in this Scheme Document are Irish times unless otherwise stated.
• Each of ICG, BidCo and ManagementCo has assumed certain obligations with respect to the mechanics for completion of the Scheme, details of which are set out in the Transaction Agreement (see paragraph 8 of Part III (Information required under Section 452 of the Act—recommended Acquisition for cash of ICG) of this Scheme Document).
• This is the latest date by which the Scheme may become effective. However, the End Date may be extended to such later date as ICG and BidCo may agree in writing (with the Panel’s consent and as the High Court may approve (should such approval(s) be required)).