Independent Board Response to Shareholder Letter and Bluefin Bidco "No Increase" Statement

The independent board of ICG (the “Independent Board”) has received two letters from certain shareholders in recent days, parts of which have been selectively disclosed to the media.

The Independent Board has reviewed these letters, consulted with certain shareholders, including some of the signatories to the letters, and noted the statement by Bluefin Bidco Limited on 17 August 2026 that save in the circumstances set out in that announcement, it will not be increasing the financial terms of its offer. Having done so, the Independent Board, having been advised as to the financial terms of the Acquisition by PJT Partners, continues to consider the terms of the Acquisition fair and reasonable.

Accordingly, the Independent Board unanimously recommends that ICG Shareholders vote in favour of the Scheme and the Resolutions to be proposed at the Scheme Meetings and the Extraordinary General Meeting on 28 August, 2026.

This recommendation is supported by the independent assessment of Institutional Shareholder Services (ISS), the leading independent proxy voting adviser, which has itself recommended in favour*.

In re-confirming its recommendation, the Independent Board rejects the arguments made by Oxy Capital (“Oxy”). The arguments made by Oxy in its letter of 13 August, 2026 (the “Oxy Letter”) mischaracterise the nature of the ICG business and seek to apply valuation metrics which are not comparable or appropriate. In particular, five of the nine cited precedents are port operators, not relevant to a ferry operator whose Container & Terminals division is only around 20% of group EBITDA, and the four ferry operator deals average around nine years old, pre-dating the current rate and operating environment*.

Oxy’s letter fails to engage with the Independent Board’s review of strategic alternatives, which considered further returns of capital, disposals and a formal sale process, and concluded that none would deliver shareholders the same value and certainty as the Scheme. No third party approached the Company with a firm proposal over a period of several years despite engagement by ICG’s advisers with a significant number of financial sponsors, investment banks and infrastructure investors. Furthermore, no party has approached the Independent Board since the Rule 2.7 Announcement was released with any alternative proposal. Oxy, which holds approximately 1.4%* of the Company’s issued share capital, has not put forward an alternative capable of delivering superior value.

The Independent Board rejects the statements by Oxy regarding the timeline for the offer. The timelines are governed by and comply with the Irish Takeover Rules and Irish company law.

The Independent Board urges shareholders to support the transaction and to vote in favour at the EGM and Scheme Meetings on 28 August, 2026.

Separately, on 13 August 2026, the Company announced that it would be bringing forward the release of its results for the half year ended 30 June 2026. To give ICG Shareholders additional time to consider the contents of those results prior to the voting deadlines with respect to the Scheme Meetings and the EGM, the Company will now announce such results on the afternoon of Wednesday, 19 August, 2026.

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.

Adviser

Disclosure requirements of the Irish Takeover Rules

General

*Sources and bases of information

In this Announcement, unless otherwise stated or the context otherwise requires, the sources of information are as described below:

The reference to the ISS recommendation is to the Institutional Shareholder Services reports issued on 13 August 2026 recommending that ICG Shareholders vote in favour of the Scheme and the Resolutions to be proposed at the Scheme Meetings and the EGM on 28 August 2026.

The reference to Oxy holding approximately 1.4% of the Company is based on the Oxy Letter.

The reference to nine precedent transactions are to the nine transactions listed on page 3 of the Oxy Letter (the five port operator transactions being Hutchison Ports Global (2025); PD Ports (2025); Barcelona Europe South Terminal (2024); DCT Gdansk (2019); Forth Ports (2018), and the four ferry operator transactions being Scandlines (2018); U.N Ro-Ro (2018); Finnlines (2016); Wightlink (2015)). The Independent Board accepts no responsibility for Oxy’s characterisation of such transactions.

The reference to 20% of group EBITDA is by reference to the 2025 EBIDTA contained in the Company’s 2025 “Preliminary Statement of Results for the year ended 31 December 2025”.