FBD : Form of Proxy

12URCC D01

All Holders

Explanatory Notes:

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of FBD Holdings plc ("the Company") invites you to submit your proxy for the Annual General Meeting of the Company to be held at The Irish Farm Centre, Bluebell, Dublin 12 on Thursday, 11 May 2023 at 11:00 a.m.

Shareholder Reference Number

Please detach this portion before posting this form.

Form of Proxy - Annual General Meeting ('AGM') of FBD Holdings plc to be held on 11 May 2023
	Information
@	Cast your Proxy online...It's fast, easy and secure!	Co trol Number: 918443
www.eproxyappointment.com	SRN:
	You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN sh wn pp site	PIN:
	and agree to certain terms and conditions.

View the Annual Report online: www.fbdgroup.com

To be effective, all proxy appoint ents ust be lodged with the Company's registrars at:

Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland by 9 May 2023 at 11:00 a.m.

1. Every holder has the right to appoint some other person(s) of their choice, who need	4.	The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular
not be a shareholder as his proxy to exercise all	r any f his ights, to attend, speak		resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and
and vote on their behalf at the meeting. If you wish to app	int a pe s n	ther than the		will not be counted in the calculation of the proportion of the votes 'For' and 'Against'
Chairman, please insert the name of your chosen pr	xy h	lder in the space p ovided		a resolution.
(see reverse). A Shareholder may appoint more than	ne pr xy to attend and vote at	5.	Pursuant to Section 1105 of the Companies Act, 2014, entitlement to attend and vote at
the meeting provided each proxy is appointed to exercise rights attached to different		the meeting and the number of votes which may be cast thereat will be determined by
shares held by that Shareholder. If the proxy is bei g app	ted in relati	n to less than		reference to the Register of Members of the Company at 6:00 p.m. on the day which is
your full voting entitlement, please e	ter in the box	ext to the proxy holder's name		four days before the date of the meeting or if the AGM is adjourned, at 6:00 p.m. on the
(see reverse) the number of shares in relation to which they are authorised to act as		day which is four days before the date appointed for the adjourned meeting. Changes
your proxy. If left blank your proxy will be deemed to be authorised in respect of your		to entries on the Register of Members after that time shall be disregarded in determining
full voting entitlement (or if this proxy	has been issued in respect of a designated		the rights of any person to attend and vote at the meeting.
account for a shareholder, the full voti	g e titleme	t for that designated account). Where	6.	Following the migration of the Company's ordinary shares from the CREST system to
a poll is taken at the AGM, a Sha eholder, present in person or proxy, holding more		the securities settlement system operated by Euroclear Bank SA/NV("Euroclear Bank")
than one share is not	equi ed to cast all their votes in the same way.			(the "EB System") on 15 March 2021, the process for appointing a proxy and/or voting
2. To appoint more than one p oxy, an additional proxy form(s) may be obtained by		at the meeting will depend on the manner in which you hold your ordinary shares. This
contacting the Regist a 's helpline on [phone] or you may photocopy the		Form of Proxy is for completion by shareholders whose names appear on the register
reverse nly f this f	m. Please indicate in the box next to the proxy holder's name		of members of the Company (i.e. those who hold their ordinary shares in certificated
(see reverse) the number	f shares in relation to which they are authorised to act as		(i.e. paper) form) and who wish to appoint a proxy for the AGM. Persons who hold their
your proxy. Please also indicate by ticking the box provided if the proxy instruction is one		interests in ordinary shares as Belgian law rights through the EB System or as CREST
of multiple instructi ns being given. All forms must be signed and should be returned		Depository Interests through the CREST system should consult with their stockbroker
together in the same envel	pe.	of Proxy together with any power of attorney		or other intermediary at the earliest opportunity for further information on the processes
3. To be effective, the completed		and timelines for submitting proxy votes for the AGM through the respective systems.
or other authority under which it is executed, or a notarially certified copy thereof,	7.	The above is how your address appears on the Register of Members. If this information
must be deposited with the Registrar of the Company before the deadline set		is incorrect please ring the registrar's helpline on [phone] to request a
outFormabove. A Shareholder wishing to appoint a proxy by electronic means may		change of address form or go to www.investorcentre.com/ie to use the online Investor
do so on the Registrar's website www.eproxyappointment.com. Details of the		Centre service.
requirements are set out above. A Shareholder who wishes to appoint more than	8.	Any alterations made to this form should be initialled.
one proxy by electronic means must contact the Registrars by sending an email to	9.	The appointment of a proxy will not preclude a member from attending the meeting and
[e-mail]
						voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.

SG148

Poll Card To be completed only at the AGM if a Poll is called.

Resolutions

Vote

Vote

1.

To receive and consider the Report of the Directors and the

For

Against Withheld

For

Against Withheld

(f)

John O'Dwyer

Financial Statements for the year ended 31 December 2022.

2.

To declare a dividend on the 14% non-cumulative preference

(g)

John O'Grady

shares.

3.

To declare a dividend on the 8% non-cumulative preference

(h)

Tomás Ó Midheach

shares.

4.

To declare a final dividend of 100 cent per ordinary share.

(i)

Richard Pike

5.

To receive and consider the Report on Directors'

(j)

Jean Sharp

Remuneration appearing in the Financial Statements for the

year ended 31 December 2022 (Advisory Resolution).

8. To authorise the Directors to fix the remuneration of the

Auditors.

6.

To receive and consider the FBD Remuneration Policy

(Advisory Resolution).

9. To renew the Directors authority to allot shares.

7. To re-elect the following persons as Directors of the Company:

1. Mary Brennan
2. Sylvia Cronin
3. Tim Cullinan
4. Liam Herlihy
5. David O'Connor

1. To approve a limited disapplication of pre-emption rights.
2. To authorise the Company to make market purchases of its own shares.
3. To set the off-marketre-issue price range for the Company's shares held in treasury.
4. To maintain the existing authority to conve e an EGM by 14 days' notice.

Signature

. . FOLD. . . . . .

HERE

Form of Proxy	Information
Please use a black pen. Mark with an X
X
inside the box as shown in this example.
I/We hereby appoint the Chairman of the Meeting OR the following person

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).

as my/our proxy to attend, speak and vote in respect of my/our full voting en i lemen * on my/our behalf on any matter at the Annual General Meeting of

FBD Holdings plc to be held at The Irish Farm Centre, Bluebell, Dublin 12, on Thursd

y 11 May 2023 at 11:00 a.m., and at any adjournment thereof.

I/We direct that my/our vote(s) be cast on the specified resolutions s indic ted by

n X in the appropriate box.

* For the appointment of more than one proxy, please refer to Expl n tory Note 2 (see front).

Please tick here to indicate that this proxy appoint

ent is one of ultiple appointments being made.

Resolutions

Vote

Vote

For

Against Withheld

For

Against Withheld

1.

To receive and consider the Report of the Directors and the

(f)

John O'Dwyer

Financial Statements for the year ended 31 December 2022.

2.

To declare a dividend on the 14% non-cumulative pre erence

(g)

John O'Grady

shares.

3.

To declare a dividend on the 8% non-cumulative pre ere

ce

(h)

Tomás Ó Midheach

shares.

4.

To declare a final dividend of 100 cent per ordi ary share.

(i)

Richard Pike

5.

To receive and consider the Repo t on Di ecto s'

(j)

Jean Sharp

Remuneration appea ing in the Financial Statements

the

8.

To authorise the Directors to fix the remuneration of the

year ended 31 December 2022 (Adviso y Resolution).

Auditors.

6.

To receive and c nsider the FBD Remune ation Policy

(Advisory Res luti

n).

9.

To renew the Directors authority to allot shares.

7.

To re-elect the f

ll wing pers ns as Directors of the Company:

10.

To approve a limited disapplication of pre-emption rights.

(a) Mary Brennan

11.

To authorise the Company to make market purchases of its

own shares.

1. Sylvia Cronin

12.

To set the off-marketre-issue price range for the Company's

(c)

Tim Cullinan

shares held in treasury.

13.

To maintain the existing authority to convene an EGM by

(d)

Liam Herlihy

14 days' notice.

(e)

David O'Connor

. . FOLD. . . . . .

HERE

I/we direct my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Where no instruction appears above as to how the proxy should vote the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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12URCC D01