Independent ICG Board Update on Recommended Cash Offer

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.

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