Confirmation of Adjournment Of Scheme Meeting...

Confirmation of Adjournment Of Scheme Meetings And Extraordinary General Meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS MADE BY THE INDEPENDENT BOARD OF IRISH CONTINENTAL GROUP, PLC ONLY, IN CONNECTION WITH THE RECOMMENDED CASH ACQUISITION OF IRISH CONTINENTAL GROUP, PLC BY BLUEFIN BIDCO LIMITED

FOR IMMEDIATE RELEASE

28 August 2026

CONFIRMATION OF ADJOURNMENT OF SCHEME MEETINGS AND EXTRAORDINARY GENERAL MEETING

Irish Continental Group, plc (“ICG” or the “Company”)

On 24 July 2026, the board of Bluefin Bidco Limited (“BidCo”) and the Independent Directors of Irish Continental Group, plc (“ICG”) announced that they had agreed the terms of a recommended acquisition of the entire issued and to be issued share capital of ICG (other than any Excluded Shares).

On 27 August 2026, the Independent ICG Board announced that it was intended to adjourn the Scheme Meetings and EGM to allow for additional time so that ICG shareholders may further consider the Acquisition (the "Adjournment Announcement").

Further to the Adjournment Announcement, the Independent ICG Board confirms that the Scheme Meetings and the EGM were duly adjourned earlier today.

The adjourned Scheme Meetings and the adjourned EGM will now be held on 10 September 2026 at 10.00 a.m., 10.10 a.m. (or as soon thereafter as the adjourned First Scheme Meeting concludes or is further adjourned) and 10.20 a.m. (or as soon thereafter as the adjourned Second Scheme Meeting concludes or is further adjourned), respectively, at The Gibson Hotel, Point Village, East Wall Road, Dublin D01 X2P2. Notices of the Scheme Meetings and the EGM are set out in the Scheme Document.

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

Capitalised terms used but not defined in this announcement have the meanings given to them in the circular relating to the Scheme dated 5 August 2026 (the "Scheme Document"), unless the context requires otherwise.

***IMPORTANT: ACTION REQUIRED IF YOU HAVE NOT YET VOTED, NOT RECEIVED YOUR FORMS OF PROXY OR VOTING INSTRUCTION, OR IF YOU WISH TO CHANGE YOUR VOTE***

An updated Revised Expected Timetable of Principal Events is set out in the Appendix of this announcement and, accordingly, the times and dates set out in the Expected Timetable of Principal Events in the Scheme Document and Forms of Proxy should be considered to be amended as set out in the Appendix of this announcement.

As the Scheme Meetings and EGM are to be adjourned for fewer than 14 days, the Voting Record Time will remain 6.00 p.m. (Irish time) on 24 August 2026.

Voting instructions for Euroclear Bank Participants

ICG Shareholders who hold their interests in ICG Shares as a participant in the Euroclear System who have already submitted proxy or voting instructions in respect of the First 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 First Scheme Meeting and/or adjourned EGM.

ICG Shareholders who hold their interests in ICG Shares as a participant in the Euroclear System who:

HAVE NOT SUBMITTED OR RECEIVED PROXY OR VOTING INSTRUCTIONS; OR
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.

If you have not yet voted and wish to do so, ICG Shareholders who hold their interests in ICG Shares through a participant in the Euroclear System can vote by:

sending electronic voting instructions to Euroclear Bank via SWIFT or to EasyWay Corporate Actions; or

sending a proxy voting instruction to Euroclear Bank to appoint a third party (other than Euroclear Nominees Limited (i.e. the nominee of Euroclear Bank) or the chair of the First Scheme Meeting or EGM) to attend and vote at the First Scheme Meeting and/or EGM.

Further detail in relation to the procedures for voting in respect of shares held by an EB Participant is set out in the Statement of Procedures contained at the end of each of the Notice of the First Scheme Meeting and Notice of Extraordinary General Meeting contained in the Scheme Document, which should be read together with the Revised Timetable of Principal Events as set out in the Appendix of this announcement. The Scheme Document is available at the Company’s website www.icg.ie.

The voting deadline will be confirmed by Euroclear Bank and notified by it to EB Participants. Euroclear Bank will, wherever practical, seek a voting instruction deadline of one hour prior to ICG’s proxy appointment deadline. However, those holding interests in ICG Shares through the Euroclear Bank System should confirm this deadline with their custodian, stockbroker or other intermediary. Voting instructions cannot be changed or cancelled after Euroclear Bank’s voting deadline.

Persons with dematerialised holdings 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 EGM and the First Scheme Meeting through the respective systems. If your ICG Shares are held by a custodian directly with Euroclear Bank, please contact that custodian.

Voting instructions for CREST members holding ICG CDIs

ICG Shareholders who hold their interests in ICG Shares as ICG CDIs in the CREST system who have already submitted proxy or voting instructions in respect of the First 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 ICG CDIs in the CREST system who:

HAVE NOT SUBMITTED OR RECEIVED PROXY OR VOTING INSTRUCTIONS; OR
WISH TO CHANGE THEIR PREVIOUSLY SUBMITTED INSTRUCTIONS,

If you have not yet voted and wish to do so, ICG Shareholders who hold their interests in the ICG Shares as ICG CDIs in the CREST system can vote by:

sending electronic voting instructions to Euroclear Bank via Broadridge; or
appointing a proxy via the Broadridge Global Proxy Voting service.

Further detail in relation to the procedures for voting in respect of shares held through ICG CDIs is set out in the Statement of Procedures contained at the end of each of the Notice of the First Scheme Meeting and Notice of Extraordinary General Meeting contained in the Scheme Document, which should be read together with the Revised Timetable of Principal Events as set out in the Appendix of this announcement. The Scheme Document is available at the Company’s website www.icg.ie.

The voting deadline will be confirmed by, or on behalf of Euroclear UK (by Broadridge) and notified by it to CDI Holders. Broadridge’s voting deadline will be earlier than Euroclear Bank’s voting instruction deadline.

Shareholders who hold in book-entry form

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 Meetings 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
WISH TO CHANGE THEIR PREVIOUSLY SUBMITTED INSTRUCTIONS,

SHOULD CONTACT ICG’S REGISTRAR, COMPUTERSHARE INVESTOR SERVICES (IRELAND) LIMITED at +353 (1) 4475483 or at 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland.

If you have not yet submitted your Forms of Proxy and wish to do so, the Forms of Proxy should be signed and returned either by post or by hand as soon as possible but in any event so as to be received by ICG’s Registrar, Computershare Investor Services (Ireland) Limited at 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland not less than 48 hours before the time and date of the relevant adjourned meetings. If a Form of Proxy is not lodged by the relevant time, it may also be handed to the Chair before the start of the relevant meeting.

Alternatively, you may submit your Forms of Proxy electronically, subject to the terms and conditions of electronic voting, by accessing the Registrar’s website: www.eproxyappointment.com. You will require your Control Number, Shareholder Reference Number (SRN) and PIN number as printed on your Form of Proxy. Full details of the procedures, including voting instructions, are given on the website. This online voting facility will expire at the same time as the deadline for receipt of the relevant Forms of Proxy.

If you wish to amend or revoke your existing Forms of Proxy, or have not received Forms of Proxy, you should contact the Registrar as above.

Any new proxy or voting instructions properly and timely submitted will supersede any previous proxy and voting instructions. If your ownership of ICG Shares is directly recorded on the Register of Members (i.e. in book-entry form), the completion and return of a Form of Proxy in relation to the adjourned Scheme Meetings or adjourned EGM will not prevent you from attending and voting at those meetings (or any adjournment thereof) in person if you wish to do so. If you wish to amend or revoke your Forms of Proxy after you have returned them to the Registrar, you should contact the Registrar as above.

Queries on actions to be taken

If you have any queries in relation to action to be taken, please contact ICG's Registrar, Computershare Investor Services (Ireland) Limited, on +353 (1) 4475483. For legal reasons, the Registrar will not be able to provide advice on the merits of the Acquisition itself or give financial, legal or tax advice.

Enquiries

Irish Continental Group, plc
Brian Holland, Company Secretary
+353 1 607 5700
investor.relations@icg.ie

PJT Partners (UK) Limited (Financial Adviser and Rule 3 Adviser to ICG)
Basil Geoghegan / Ronan Crotty / Henry Lebus
+44 (0)20 3650 1100

Responsibility Statement

The Independent ICG Board accepts responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the Independent ICG Board (which has taken all reasonable care to ensure that such is the case), the information contained in this Announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Adviser

PJT Partners, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to ICG and no one else in connection with the matters described herein and will not be responsible to anyone other than ICG for providing the protections afforded to clients of PJT Partners nor for providing advice in connection with the matters described herein. Neither PJT Partners nor any of its subsidiaries, branches or affiliates nor any of their respective directors, officers, employees, agents or representatives owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PJT Partners in connection with this Announcement, the Acquisition, any statement contained herein or otherwise.

No Offer or Solicitation

This Announcement is for information purposes only and does not constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval, in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition is being made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Documents), which contains the full terms and conditions of the Acquisition, including details of how to vote. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Documents).

This Announcement does not constitute a prospectus or a prospectus equivalent document.

Cautionary Statement Regarding Forward-Looking Statements

This Announcement may contain certain forward-looking statements with respect to ICG. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and can generally, but not always, be identified by the use of words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “will”, “may”, “would”, “could” or “should” or their negative variants or other variations. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of ICG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Announcement. ICG undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Disclosure requirements of the Irish Takeover Rules

Under Rule 8.3(a) of the Irish Takeover Rules, any person who is 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of ICG must make an 'opening position disclosure' by no later than 3.30pm (Irish time) on the tenth 'business day' following the commencement of the 'offer period'. An 'opening position disclosure' must contain the details specified in Rule 8.6(a) of the Irish Takeover Rules, including details of the person's interests and short positions in any 'relevant securities' of ICG. Relevant persons who deal in any 'relevant securities' of ICG prior to the deadline for making an 'opening position disclosure' must instead make a dealing disclosure as described below.

Under Rule 8.3(b) of the Irish Takeover Rules, any person 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of ICG must disclose all 'dealings' in such 'relevant securities' during the 'offer period'. The disclosure of a 'dealing' must be made by no later than 3.30pm (Irish time) on the business day following the date of the relevant transaction. This requirement will continue until the 'offer period' ends.

Disclosure tables, giving details of the companies in whose 'relevant securities' 'opening positions' and 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

Terms in quotation marks in this section are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing or an opening position under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

Publication on Website

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this Announcement will be available on the Company's website at www.icg.ie by no later than 12.00 noon (Irish time) on the business day following the date of this Announcement. The content of any website referred to in this Announcement is not incorporated into, and does not form part of, this Announcement.

General

This Announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules, and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.

The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Persons who are not resident in Ireland or the United Kingdom, or who are subject to the laws of another jurisdiction, should inform themselves about, and observe, any applicable legal or regulatory requirements. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, ICG disclaims any responsibility or liability for the violation of such restrictions by any person.

Any decision in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document. If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your appropriately authorised independent financial adviser.

APPENDIX

REVISED EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following timetable is based on ICG and BidCo’s current expected dates for the implementation of the Acquisition and the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to ICG Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on ICG’s website at (www.icg.ie). If the Scheme Meetings or EGM are adjourned again or the Court Hearing is adjourned, or the Independent ICG Board decides to propose such an adjournment, then ICG Shareholders will be notified of the same by announcement through a Regulatory Information Service (and, if adjourned to a specified date, such details will be set out in the announcement).

Event		Time		Date
Voting Record Time⁽¹⁾	6.00 p.m.		24 August 2026
Latest time for receipt of Forms of Proxy for the First Scheme Meeting (YELLOW Form)^{(2) (3)}	10.00 a.m.		8 September 2026
Latest time for receipt of Forms of Proxy for the Second Scheme Meeting (ORANGE Form)	10.10 a.m.		8 September 2026
Latest time for receipt of Forms of Proxy for the EGM (PINK Form)^{(2) (3)}	10.20 a.m.		8 September 2026
First Scheme Meeting	10.00 a.m.		10 September 2026
Second Scheme Meeting	10.10 a.m.		10 September 2026
EGM⁽⁴⁾	10.20 a.m.		10 September 2026

Notes:

1. The Voting Record Time in respect of the Scheme Meetings is 6.00 p.m. on 24 August 2026 or if the Scheme Meetings are adjourned again by 14 days or more, 6.00 p.m. on the day immediately preceding the day which is 72 hours before the time appointed for the adjourned meetings. Holdings as of the Voting Record Time determine entitlement to attend, speak, ask questions and in respect of the number of ICG Shares registered in a holder’s name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the Register of Members after that time and date will be disregarded in determining the right of any person to attend and/or vote at the meetings or any adjournment thereof.

The Voting Record Time in respect of the EGM is 6.00 p.m. on 24 August 2026 or if the EGM is adjourned again by 14 days or more, 6.00 p.m. on the day immediately preceding the day which is 72 hours before the time appointed for the adjourned meeting. Holdings as of the Voting Record Time determine entitlement to attend, speak, ask questions and in respect of the number of ICG Shares registered in a holder’s name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the Register of Members after that time and date will be disregarded in determining the right of any person to attend and/or vote at the meeting or any adjournment thereof.

2. All such persons who are eligible to exercise voting rights in connection with the Resolutions proposed for consideration at the Scheme Meetings and EGM are recommended to consult with their stockbroker or other intermediary at the earliest opportunity given that earlier deadlines for actions than those set out in this “Revised Expected Timetable of Principal Events” will be applied by relevant service providers.

3. Different deadlines and procedures for voting may apply in certain cases. This is particularly relevant if you hold your interest in ICG Shares via the Euroclear System, or in ICG CDIs via the CREST system. The relevant voting deadlines are expected to be confirmed by Euroclear Bank and EUI (or Broadridge), and notified by, or on behalf of each of them to EB Participants and CDI Holders respectively. The voting service will process and deliver proxy voting instructions received from CREST members on the Broadridge voting deadline date to Euroclear Bank, by its cut-off and to agreed market requirements. Euroclear Bank will, wherever practical, seek a voting instruction deadline of one hour prior to the Company's proxy appointment deadline. Broadridge’s voting deadline will be earlier than Euroclear Bank’s voting instruction deadline.

4. The EGM will commence at 10.20 a.m., or, if later, immediately after the conclusion or adjournment of the Second Scheme Meeting.

The following sequence of dates are provided by way of indicative guidance only, are subject to change and will depend, amongst other things, on the date on which certain Conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on which the High Court sanctions the Scheme. ICG will give notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available at ICG’s website at (www.icg.ie). Further updates or changes to other times or dates indicated below shall, at ICG’s discretion, be notified in the same way. Please also see note (5) below.
Scheme Court Hearing (application for the High Court to sanction the Scheme) and issuance of the Court Order	As soon as practicable after the Scheme Meetings and EGM, which is expected to be during October / November 2026 ("D")
Expected last day of dealings	D + 4 Business Days
Scheme Record Time	6.00 p.m. (Irish time) on the Business Day immediately prior to the Effective Date
Effective Date and Effective Time of the Scheme	D + 4 Business Days
Cancellation of listings of ICG Units Distribution of Consideration paid under Scheme (despatch of cheques or SEPA payments (in the case of shareholders holding in book-entry form) and electronic transfer to Euroclear Bank (in the case of dematerialised shareholders) ⁽⁶⁾	D + 5 Business Days Within 14 days of the Effective Date
End Date ⁽⁷⁾	31 December 2026, or such later date as BidCo and ICG may, with (if required) the consent of the Panel, agree and (if required) the High Court may allow

Notes:

5. These dates are indicative only and will depend on, among other things, the date upon which: (i) the Conditions of the Scheme are satisfied or (if capable of waiver) waived; and (ii) the sanction of the Scheme by the High Court and the delivery of a copy of the Court Order to the Registrar of Companies. The Acquisition is currently expected to be declared effective in the fourth quarter of 2026. All times shown in this Revised Expected Timetable of Principal Events and the Scheme Document are Irish times unless otherwise stated.

6. Each of ICG, BidCo and ManagementCo has assumed certain obligations with respect to the mechanics for completion of the Scheme, details of which are set out in the Transaction Agreement (see paragraph 8 of Part III (Information required under Section 452 of the Act—recommended Acquisition for cash of ICG) of the Scheme Document).

7. This is the latest date by which the Scheme may become effective. However, the End Date may be extended to such later date as ICG and BidCo may agree in writing (with the Panel’s consent and as the High Court may approve (should such approval(s) be required)).