Independent Board Update On Offer

Further to its announcement of 20 August 2026, the Independent ICG Board announces that, based on proxy votes received to date, a clear majority of shareholders are supportive of and have voted in favour of the resolutions to be put to the Scheme Meetings and EGM (the “Resolutions”).

In order for the Scheme to become effective however, 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 of the Resolutions. Based on the proxy votes received to date, certain of the Resolutions will not currently achieve the 75% threshold.

The Independent ICG Board notes that, in at least one instance, it is aware that the proxy votes received as at today’s date do not reflect the updated voting intentions of ICG Shareholders which have been communicated to the Independent ICG Board and its representatives following the 20 August 2026 announcement. The Independent ICG Board has also been made aware that, in some instances, certain intermediaries have imposed unusually long deadlines for voting, some as early as two weeks in advance of the meetings date of 28 August 2026 (i.e. deadlines as early as 14 August 2026), which may not have allowed their clients who own ICG shares (whether on an advisory or discretionary basis) sufficient time to consider and instruct them how to vote their votes (including, in light of the “no increase” announcement issued by Bidco on 17 August 2026 and the half yearly results announcement issued by ICG on 19 August 2026). The Independent ICG Board further notes that a significant number of shareholders have not yet cast their votes.

Given the foregoing, the Independent ICG Board, having taken feedback from shareholders, is considering the options available to it including an adjournment of the Scheme Meetings and EGM scheduled for this Friday 28 August (any such adjournment being subject to the consent of BidCo), for the purposes of giving shareholders additional time to consider the Acquisition and cast their votes.

The Independent ICG Board will provide a further update in the course of tomorrow, 27 August 2026.

The Independent ICG Board continues to consider the terms of Acquisition to be fair and reasonable and supports its unanimous decision to recommend that shareholders vote in favour of the Scheme, and the Independent ICG Board reiterates its previously stated belief that the offer delivers compelling value for ICG Shareholders. For the avoidance of doubt, the Independent ICG Board confirms that the Company is not in discussions with, and has not received any communication from, any third parties regarding a potential competing offer.

Capitalised terms used but not defined in this Announcement shall have the meanings given to those terms in the Scheme Document.

Adviser

Disclosure requirements of the Irish Takeover Rules

General