Results of Scheme Meetings and EGM
Shareholders approve Bluefin BidCo's recommended cash offer for Irish Continental Group by scheme of arrangement.
- Scheme Meeting Resolution approval 79.2%
- EGM Resolution 1 (Scheme approval) 83.3%
- EGM Resolution 2 (Memorandum amendment) 83.4%
- EGM Resolution 3 (Articles amendment) 83.4%
- EGM Resolution 4 (Management Incentive) 76.6%
- EGM Resolution 5 (Adjournment) 83.6%
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BY
BLUEFIN BIDCO LIMITED
RESULTS OF SCHEME MEETINGS AND EGM
The Independent Directors of Irish Continental Group, plc (the “Independent ICG Board”) are pleased to announce that at today's reconvened Scheme Meetings and Extraordinary General Meeting in connection with the recommended cash offer by Bluefin BidCo Limited (“Bidco”) for the entire issued and to be issued share capital of ICG (other than any Excluded Shares) (the "Acquisition"), to be effected by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme"):
the ICG Shareholders voted in favour of the Scheme Meeting Resolutions to approve the Scheme at the Scheme Meetings; and
the ICG Shareholders voted in favour of the EGM Resolutions at the EGM.
Full details of the Resolutions passed are set out in the notices of the Scheme Meetings and EGM contained in the Scheme Document dated 5 August 2026 (the “Scheme Document”).
The detailed voting results in relation to the Scheme Meetings and EGM are set out below:
Voting Results of the First Scheme Meeting
The Scheme Meeting Resolution was duly passed on a poll vote at the First Scheme Meeting. The results of the poll were as follows. The required quorum in respect of the First Scheme Meeting, being at least two persons holding or representing by proxy at least one-third in nominal value of the Scheme Shares eligible to vote at the First Scheme Meeting, was satisfied.
| Number of Scheme Shares eligible to vote at the First Scheme Meeting which were Voted | % of Scheme Shares eligible to vote at the First Scheme Meeting which were Voted | Number of Scheme Shares eligible to vote at the First Scheme Meeting which were Voted as a % of Scheme Shares eligible to vote at the First Scheme Meeting** | |
|---|---|---|---|
| For | 66,349,871 | 79.2 % | 59.1 % |
| Against | 17,404,884 | 20.8 % | 15.5 % |
| Total | 83,754,755 | 100.0 % | 74.6 % |
| Withheld* | 1,956,057 | 0.0 % | 1.7 % |
** The total number of Scheme Shares eligible to vote at the First Scheme Meeting in issue at the Voting Record Time was 112,305,712.
Voting Results of the Second Scheme Meeting
The Scheme Meeting Resolution was duly passed on a poll vote at the Second Scheme Meeting. The results of the poll were as follows. The required quorum in respect of the Second Scheme Meeting, being at least two persons holding or representing by proxy at least one-third in nominal value of the Scheme Shares eligible to vote at the Second Scheme Meeting, was satisfied.
| Number of Scheme Shares eligible to vote at the Second Scheme Meeting which were Voted | % of Scheme Shares eligible to vote at the Second Scheme Meeting which were Voted | Number of Scheme Shares eligible to vote at the Second Scheme Meeting which were Voted as a % of Scheme Shares eligible to vote at the Second Scheme Meeting** | |
|---|---|---|---|
| For | 247,871 | 100.0 % | 100.0 % |
| Against | - | 0.0 % | 0.0 % |
| Total | 247,871 | 100.0 % | 100.0 % |
| Withheld* | - | 0.0 % | 0.0 % |
** The total number of Scheme Shares eligible to vote at the Second Scheme Meeting in issue at the Voting Record Time was 247,871.
Voting Results of the EGM
| Number of ICG Shares Voted | % of ICG Shares Voted | Number of ICG Shares Voted as a % of ICG Shares** | |
|---|---|---|---|
| Resolution 1 – Approval of the Scheme of Arrangement | |||
| For | 102,940,015 | 83.3 % | 69.3 % |
| Against | 20,611,965 | 16.7 % | 13.9 % |
| Total | 123,551,980 | 100.0 % | 83.2 % |
| Withheld* | 1,837,748 | 0.0 % | 1.2 % |
| Resolution 2 – Amendment of Memorandum of Association | |||
| For | 102,376,839 | 83.4 % | 69.0 % |
| Against | 20,320,884 | 16.6 % | 13.7 % |
| Total | 122,697,723 | 100.0 % | 82.6 % |
| Withheld* | 2,692,005 | 0.0 % | 1.8 % |
| Resolution 3 – Amendment of Articles of Association | |||
| For | 102,383,179 | 83.4 % | 69.0 % |
| Against | 20,310,884 | 16.6 % | 13.7 % |
| Total | 122,694,063 | 100.0 % | 82.6 % |
| Withheld* | 2,695,665 | 0.0 % | 1.8 % |
| Resolution 4 – Management Incentive Arrangement | |||
| For | 66,297,106 | 76.6 % | 44.7 % |
| Against | 20,218,164 | 23.4 % | 13.6 % |
| Total | 86,515,270 | 100.0 % | 58.3 % |
| Withheld* | 33,029,319 | 0.0 % | 22.2 % |
| Resolution 5 – Adjournment of the EGM | |||
| For | 102,575,522 | 83.6 % | 69.1 % |
| Against | 20,067,258 | 16.4 % | 13.5 % |
| Total | 122,642,780 | 100.0 % | 82.6 % |
| Withheld* | 2,746,948 | 0.0 % | 1.9 % |
* The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution. For the purposes of Resolution 4, the total number of votes withheld includes certain ICG Shares that were voted on the other resolutions at the EGM but were ineligible to vote on Resolution 4 because they were held, at the Voting Record Time, by or on behalf of a participant in the Management Incentive Arrangement or any member of the MBO Team, BidCo or the BidCo Group.
** The total number of ICG Shares in issue at the Voting Record Time was 148,466,858.
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction by the High Court of the Scheme at the Court Hearing.
It is expected that an application will shortly be made to the High Court to fix the date of the Court Hearing to sanction the Scheme on a date in October or early November 2026. Once this date has been fixed, the Independent ICG Board will give notice of this date by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on ICG’s website.
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