Proposed Adjournment Of Scheme Meetings And Extraordinary General Meeting

On 26 August 2026, the Independent ICG Board announced that, having taken feedback from shareholders, it was 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 ICG Shareholders additional time to consider the Acquisition and cast their votes.

As indicated in yesterday’s announcement, solely on the basis of the proxy votes received as at 10.00 a.m. on 26 August 2026, the Scheme would have failed if voted on tomorrow. Following further feedback from ICG Shareholders today, the Independent ICG Board has determined that it would be in the best interests of ICG and ICG Shareholders that the Scheme Meetings and EGM be adjourned to 10 September 2026.

In reaching this decision, the Independent ICG Board has taken into account the clear majority of shareholders who are supportive of and have already voted in favour of the resolutions to be put to the Scheme Meetings and EGM, the difficulties that a number of ICG Shareholders had in properly casting their votes within the time allowed, requests from certain private and institutional shareholders for more time to consider their position, and that a significant number of ICG Shareholders have not yet cast their votes.

Accordingly, the adjournment will allow further time for ICG Shareholders to consider the Acquisition and cast their votes.

As a result, the only business to be conducted at the Scheme Meetings and EGM to be held on 28 August 2026 will be the adjournment of those meetings and the Chair intends to exercise his discretion in favour of the adjournment.

The Chair intends to adjourn the Scheme Meetings and EGM so they are instead held on 10 September 2026 at 10.00 a.m., 10.10 a.m. (or as soon thereafter as the First Scheme Meeting concludes or is further adjourned) and 10.20 a.m. (or as soon thereafter as the Second Scheme Meeting concludes or is further adjourned), respectively, at The Gibson Hotel, Point Village, East Wall Road, Dublin D01 X2P2.

As the Scheme Meetings and EGM are proposed to be adjourned for less than 14 days, the Voting Record Time will remain 6 p.m. on 24 August 2026.

Bidco has provided written consent to ICG in relation to the proposed adjournment in accordance with clause 3.5(b) of the Transaction Agreement.

The Independent ICG Board continues to consider the terms of the 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.

Revised Expected Timetable of Principal Events and Actions to be Taken

A further announcement will be made once the Scheme Meetings and EGM have been duly adjourned, which will set out the revised expected timetable of principal events and details of the actions to be taken by ICG Shareholders.

In the meantime, below is a summary of expected voting actions that may be required:

Euroclear Bank Participants / CREST members holding ICG CDIs

Where the Scheme Meetings and EGM are adjourned to 10 September 2026, ICG Shareholders who hold their interests in ICG Shares as a participant in the Euroclear System or as ICG CDIs in the CREST system who have already submitted proxy or voting instructions in respect of the Scheme Meeting and/or EGM and WHO DO NOT WISH TO MAKE ANY CHANGE THERETO DO NOT NEED TO TAKE ANY ACTION. Their instructions will remain valid for the adjourned Scheme Meetings and/or adjourned EGM.

ICG Shareholders who hold their interests in ICG Shares as a participant in the Euroclear System or as ICG CDIs in the CREST system WHO HAVE NOT SUBMITTED OR RECEIVED PROXY OR VOTING INSTRUCTIONS OR WHO WISH TO CHANGE THEIR PREVIOUSLY SUBMITTED INSTRUCTIONS SHOULD CONSULT WITH THEIR STOCKBROKER OR OTHER INTERMEDIARY AT THE EARLIEST OPPORTUNITY FOR FURTHER INFORMATION ON THE PROCESSES AND TIMELINES FOR SUBMITTING PROXIES AND VOTING INSTRUCTIONS for the adjourned Scheme Meetings and EGM through the respective systems. If your ICG Shares are held by a custodian directly with Euroclear Bank, please contact that custodian.

Shareholders who hold in book-entry form

Where the Scheme Meetings and EGM are adjourned to 10 September 2026, ICG Shareholders whose ownership is directly recorded on the Register of Members (i.e. those shareholders who hold in book-entry form) who have already submitted proxy or voting instructions in respect of the Scheme Meeting and/or EGM and WHO DO NOT WISH TO MAKE ANY CHANGE THERETO DO NOT NEED TO TAKE ANY ACTION. Their instructions will remain valid for the adjourned Scheme Meetings and/or adjourned EGM.

ICG Shareholders whose ownership is directly recorded on the Register of Members WHO HAVE NOT SUBMITTED OR RECEIVED PROXY OR VOTING INSTRUCTIONS OR WHO WISH TO CHANGE THEIR PREVIOUSLY SUBMITTED INSTRUCTIONS SHOULD CONTACT ICG’S REGISTRAR, COMPUTERSHARE INVESTOR SERVICES (IRELAND) LIMITED at 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland.

Adviser

Disclosure requirements of the Irish Takeover Rules

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