EGM

An Irish High Court convened shareholder meeting (the “Scheme Meeting”) and an extraordinary general meeting (the “EGM” and together with the Scheme Meeting, the “Meetings”) will be held from 10.00 a.m. on 8 June 2023 at the Royal Marine Hotel, Marine Road, Dún Laoghaire, Co. Dublin, A96 K063, Ireland, in order for ordinary shareholders to consider and, if deemed appropriate, approve certain matters in connection with the proposal to transfer the Company’s primary listing to the New York Stock Exchange (“NYSE”) and the transfer of the Company’s listing category of ordinary shares on the London Stock Exchange (“LSE”) from a premium listing to a standard listing. For the purposes of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018, the Unique Identifier for the Scheme Meeting and EGM is CA000009846682 and CA000009846683 respectively.

At the Scheme Meeting, shareholders will be asked to consider and, if thought fit, approve a scheme of arrangement to effect the migration of the settlement system applicable to the Company’s ordinary shares held electronically from Euroclear Bank to the Depositary Trust Company in connection with the listing of the ordinary shares directly on the NYSE (the “Scheme”). The scheme of arrangement is also subject to the sanction of the Irish High Court. At the EGM, shareholders will be asked to consider and, if thought fit, approve certain resolutions in order to give full effect to the Scheme, the LSE listing change, and certain ancillary resolutions which are necessary to implement these transactions and arrangements. These transactions, including the LSE listing change, are expected to take effect on 25 September 2023.

A detailed shareholder circular (the “Circular”), which includes the notice of both Meetings and sets out details of the proposed business to be considered at each of the Meetings is available at the below link. Shareholders should read the Circular in its entirety, including the documents referred to therein, and consider whether or not to vote in favour of the resolutions in light of the information contained in the Circular.