FBD : Proposed UK Delisting Resolution

THIS CIRCULAR AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser who, if you are taking advice in Ireland, is authorised or exempted pursuant to the European Union (Markets in Financial Instruments) Regulations 2017 of Ireland (as amended) or the Investment Intermediaries Act 1995 of Ireland (as amended), or, in the case of shareholders in the United Kingdom, a firm authorised under the Financial Services and Markets Act 2000 of the United Kingdom (as amended). This Circular relates to the UK Delisting Resolution to be voted on at the Annual General Meeting of FBD Holdings plc.

If you have sold or transferred all of your registered holding of FBD Holdings plc shares, please forward this document and the accompanying Form of Proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you sell, or have sold, or otherwise transferred, only part of your holding of FBD Holdings plc shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

Letter from the Chairman in relation to the Annual General Meeting

27 March 2024

Dear Shareholder,

The Notice of the Annual General Meeting of FBD Holdings plc (the "Company" or "FBD"), which will be held at 11.00 a.m. on 9 May 2024 in The Irish Farm Centre, Bluebell, Dublin 12, follows this letter on pages 5 to 8.

I want to set out in this letter details of the business to come before the meeting.

Resolution 1 deals with the consideration of the Financial Statements of the Company for the year ended 31 December 2023.

Resolution 2 deals with the declaration of a dividend on the 14% non-cumulative preference shares for the year ended 31 December 2023. A dividend cannot be declared on the ordinary shares unless and until the dividend on the 14% preference shares has been declared.

Resolution 3 deals with the declaration of a dividend on the 8% non-cumulative preference shares for the year ended 31 December 2023. A dividend cannot be declared on the ordinary shares unless and until the dividend on the 8% preference shares has been declared.

Resolution 4 deals with the declaration of a final dividend of 100 cent per ordinary share for the year ended 31 December 2023.

Resolution 5 asks shareholders to receive and consider the Report on Directors' Remuneration. This Report is set out on pages 111 to 131 of the Annual Report. The resolution is an advisory non-binding resolution, and it is the Company's practice to put this to a shareholder vote each year.

Resolution 6 deals with the proposed re-election of each of the Directors who are putting themselves forward for re-election. It is the Company's practice that all Directors continuing in office will submit themselves for re-election at each Annual General Meeting. Biographies of all the Directors proposed for re-election are set out on pages 67 to 70 of the Annual Report in the Report of the Directors.

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Pages 107 and 108 of the Annual Report outlines the balance of skills and experience that the Board has identified as critical to its composition at this time and to the Group's long term sustainable success. A formal evaluation of the performance of each Director has been undertaken. I can confirm that each Director continues to contribute and perform effectively and demonstrates commitment to their role as Director.

Resolution 7 is a standard resolution which authorises the Directors to fix the remuneration of the Auditors.

Resolution 8 will be proposed as an Ordinary Resolution to renew the Directors' authority under Section 1021 of the Companies Act 2014 to allot shares up to an aggregate nominal value of €7,037,072 (representing approximately 33% of the issued ordinary share capital (excluding treasury shares) as at 27 March 2024 being the latest practicable date prior to the publication of this letter).

The total number of treasury shares held by the Company as at 27 March 2024 is 164,005 representing 0.46% of the total issued ordinary share capital (excluding treasury shares).

The Board currently has no intention to issue shares pursuant to this authority except for issues of ordinary shares under the Company's employee share schemes or share incentive plans and the Board will only exercise this authority if it considers it to be in the best interests of shareholders generally at that time. This authority, if renewed, will expire on the earlier of the date of the next Annual General Meeting of the Company or 9 August 2025.

Resolution 9 will be proposed as a Special Resolution to renew the Directors' authority to issue shares for cash other than strictly pro-rata to existing shareholdings in certain circumstances being, (a) in specific circumstances relating to rights issues, (b) any other issue of shares for cash and is limited to an aggregate nominal value of €1,066,223 (representing approximately 5% of the Company's issued ordinary share capital (excluding treasury shares) as at 27 March 2024 being the latest practicable date prior to the publication of this letter) and/or (c) the allotment of equity securities pursuant to the

Company's employee share schemes or share incentive plans for the time being in force.

The Board currently has no intention to issue shares pursuant to this authority except for issues of ordinary shares under the Company's employee share schemes or share incentive plans and the Board will only exercise this authority if it considers it to be in the best interests of shareholders generally at that time. This authority, if renewed, will expire on the earlier of the date of the next Annual General Meeting of the Company or 9 August 2025.

Resolution 10 will be proposed as a Special Resolution to authorise the Directors to issue shares for cash other than strictly pro-rata to existing shareholdings. The proposed authority is limited to (a) the allotment of shares for cash up to an aggregate nominal value of €1,066,223 (representing approximately 5% of the Company's issued ordinary share capital (excluding treasury shares) as at 27 March 2024 being the latest practicable date prior to the publication of this letter); and (b) will only be used in connection with an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles (the "PEG Principles") which is announced contemporaneously with the allotment, or has taken place in the preceding twelve-month period and is disclosed in the announcement of the allotment.

The maximum nominal value of equity securities which could be allotted if both authorities proposed by Resolutions 9 and 10 were used in full would be €2,132,446 which represents approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) as at 27 March 2024.

In respect of the authorities being sought under Resolutions 9 and 10, the Directors acknowledge the provisions of the most recent PEG Principles published in November 2022. Resolutions 9 and 10 reflect the template resolutions and the Directors confirm that the Company will follow the principles set out in the PEG Principles. The Board has proposed a limit of 5% of the issued share capital of the Company (excluding treasury shares) in Resolution 9, and have opted to seek a further 5% for an acquisition or specified capital investment in Resolution 10, rather than the higher threshold of 10% set out in the most recent PEG Principles in each case, as the Directors believe that provides sufficient flexibility to the Company at this time and will keep this under review in future years.

The Board currently has no intention to issue shares pursuant to this authority and the Directors will exercise these authorities only if they consider them to be in the best interests of shareholders generally at that time. These authorities will expire on the earlier of the date of the next Annual General Meeting of the Company or 9 August 2025.

Resolution 11 will be proposed as a Special Resolution to renew the authority, the renewal of which is usually sought every year, for the Company, or any subsidiary of the Company, to make market purchases of the Company's ordinary shares up to 10% of the aggregate nominal value of the Company's issued share capital with voting rights. The text of the resolution sets out the minimum and maximum prices which may be paid for ordinary shares purchased in this manner.

The total number of conditional awards over ordinary shares in the Company outstanding on 27 March 2024 is 963,213 representing 2.38% of the issued share capital with voting rights on that date. If the Directors were to exercise the authority being renewed by this resolution up to the maximum allowed and to cancel such shares and all other shares held in treasury, these conditional awards would represent 2.65% of the issued share capital with voting rights (excluding treasury shares).

The Board will only exercise this authority if it considers it to be in the best interests of shareholders generally at that time.

This authority, if renewed, will expire on the earlier of the date of the next Annual General Meeting of the Company or 9 August 2025.

Resolution 12 will be proposed as a Special Resolution to set the price ranges at which the Company may re-issue treasury shares off-market.

The Board will only exercise this authority if it considers it to be in the best interests of shareholders generally at that time. This authority, if renewed, will expire on the earlier of the date of the next Annual General Meeting of the Company or 9 August 2025.

Resolution 13 will be proposed as a Special Resolution to maintain the existing authority in the Company's Articles of Association which permits the convening of an Extraordinary General Meeting of the Company on 14 days' notice where the purpose of the meeting is to consider an Ordinary Resolution only.

Resolution 14 will be proposed as a Special Resolution to authorise the Directors to apply for the cancellation of the listing of the Company's ordinary shares from the premium segment of the Official List of the Financial Conduct Authority and to remove such ordinary shares from trading on the London Stock Exchange plc's Main Market for listed securities (the "UK Delisting Resolution"). As the UK Delisting Resolution only impacts the listing of the Company's ordinary shares, only holders of ordinary shares are permitted to vote on the UK Delisting Resolution. Holders of the Company's 8% preference shares and 14% preference shares have confirmed to FBD Holdings plc that they will abstain from voting on the UK Delisting Resolution.

The Company's ordinary shares are, in Ireland, admitted to a primary listing on the Official List maintained by Euronext Dublin and admitted to trading on the Main Market of Euronext Dublin and, in the UK, admitted to the premium segment of the Official List maintained by the FCA and to trading on the Main Market for listed securities of the London Stock Exchange. The Board continually keeps the Company's listing arrangements under review. The Board has noted that in recent years the volume of trading in the ordinary shares on the London Stock Exchange is negligible as a percentage of the overall trading volume in the ordinary shares.

Consequently, the Board considers that the cost of maintaining such a listing is no longer in the interests of the Company and its shareholders as a whole. The Company will maintain the primary listing of its ordinary shares on the Main Market of Euronext Dublin.

The FCA Listing Rules require the UK Delisting Resolution to be passed at the Annual General Meeting in order to enable the Company to proceed with the UK Delisting.

Your attention is drawn to the Appendix to this letter which includes further details in relation to the UK Delisting Resolution. You should read this Appendix in its entirety and consider whether or not to vote in favour of the UK Delisting Resolution in light of the information contained in the Appendix.

Form of Proxy

Those shareholders unable to attend the Meeting may appoint a proxy. The appointment may be submitted by post by completing the enclosed Form of Proxy and returning it to the Company's Registrar, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, Ireland. Your Form of Proxy may also be submitted through the internet. Instructions on how to do this are set out on the Form of Proxy.

To ensure all shareholders are fully represented by voting at the meeting, we would urge all shareholders, regardless of the number of shares that you own, to complete, sign and return your proxy form as soon as possible but, in any event, so as to reach Computershare Investor Services (Ireland) Limited by 11.00 a.m. on Tuesday, 7 May 2024.

For shareholders whose name appears on the Register of Members of the Company (i.e. those shareholders who hold their shares in certificated form), the manner in which you exercise your vote is unchanged, please refer to the Form of Proxy for instructions and the notes to the Notice of the Meeting on pages 15 to 16.

Following the migration of the Company's ordinary shares from the CREST system ("CREST") to the system operated by Euroclear Bank SA/NV ("Euroclear Bank") on 15 March 2021, the process for appointing a proxy and/or voting for shareholders whose name does not appear on the Register of Members of the Company will now depend on the manner in which you hold your shares.

Holders of CREST Depositary Interests ("CDIs") ("CDI Holders") and/or participants of the Euroclear Bank system (the "EB System") ("Euroclear Bank participants") should carefully review the document titled "Important Proxy Voting Information", which is available on the FBD websitewww.fbdgroup.com.

All proxy votes must be received by the Company's Registrar not less than 48 hours before the time appointed for the Meeting i.e. 11.00 a.m. on 7 May 2024.

Recommendation

The Directors are satisfied that the resolutions set out in the Notice of the Annual General Meeting are in the best interests of the Company and its shareholders. Accordingly the Directors unanimously recommend that you vote in favour of each of the resolutions set out in the Notice of Annual General Meeting, as they intend to do in respect of all of the ordinary shares which they own or control in the capital of the Company.

Yours faithfully,

Liam Herlihy Chairman

Notice of Annual General Meeting of FBD Holdings plc

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held in The Irish Farm Centre, Bluebell, Dublin 12, Ireland on Thursday, 9 May 2024 at 11.00 a.m. for the following purposes:

To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

• 1 To receive and consider the Report of the Directors and the Financial Statements for the year ended 31 December 2023.

• 2 To declare a dividend on the 14% non-cumulative preference shares.

• 3 To declare a dividend on the 8% non-cumulative preference shares.

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

• 5 To receive and consider the Report on Directors' Remuneration appearing in the Annual Report for the year ended 31 December 2023. (Advisory Resolution).

• 6 By separate resolutions, to re-elect the following persons as Directors of the Company:

  • a) Mary Brennan

  • b) Sylvia Cronin

  • c) Tim Cullinan

  • d) Liam Herlihy

  • e) Patrick Murphy

  • f) David O'Connor

  • g) John O'Dwyer

  • h) Tomás Ó Midheach

  • i) Richard Pike

  • j) Jean Sharp

  • k) Kate Tobin

• 7 To authorise the Directors to fix the remuneration of the Auditors.

• 8 That the Directors be and they are hereby generally and unconditionally authorised pursuant to section 1021 of the Companies Act 2014, in substitution for all existing such authorities, to exercise all powers of the Company to allot relevant securities (within the meaning of section 1021 of the said Act) up to an aggregate nominal amount of €7,037,072 during the period commencing on the date of the passing of this Resolution and shall expire at the close of business on the date of the next Annual General Meeting of the Company or the date which is fifteen months after the date on which this Resolution is passed or deemed to have been passed whichever is the earlier, provided that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired.

  To consider and, if thought fit, pass the following resolutions as Special Resolutions:

• 9 That the Directors be and they are hereby authorised pursuant to Section 1023 of the Companies Act 2014 to allot equity securities (within the meaning of Section 1023 of the said Act) for cash pursuant to the authority conferred on them by Resolution 8 above as if sub-section (1) of Section 1022 of the said Act did not apply to any such allotment, provided that this power shall be limited to:

  • (a) the allotment of equity securities in connection with any rights issue, open offer, or other pre-emptive offer in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective number of ordinary shares held by them (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with the laws of any territory or the requirements of any regulatory body or any stock exchange in any territory or legal or practical problems in connection with fractional entitlement, securities laws or otherwise);

    and/or

  • (b) the allotment of equity securities up to but not exceeding an aggregate nominal amount of €1,066,223; and/or

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(c)the allotment of equity securities pursuant to any employee share schemes or share incentive plans of the Company for the time being in force,

such authority to be effective from the time of passing this Resolution and shall expire at the close of business on the date of the next Annual General Meeting of the Company or the date which is fifteen months after the date on which this Resolution is passed or deemed to have been passed whichever is the earlier, and provided that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power hereby conferred had not expired.

• 10 That the Directors be and they are hereby authorised, in addition to any authority granted under Resolution 9, pursuant to Section 1023 of the Companies Act 2014 to allot equity securities (within the meaning of Section 1023 of the said Act) for cash pursuant to the authority conferred on them by Resolution 8 above as if sub-section (1) of Section 1022 of the said Act did not apply to any such allotment, provided that this power shall be:

  • (a) limited to the allotment of equity securities up to but not exceeding an aggregate nominal amount of €1,066,223, and

  • (b) used only for the purposes of financing (or re- financing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of the notice containing this resolution,

  such authority to be effective from the time of passing this Resolution and shall expire at the close of business on the date of the next Annual General Meeting of the Company or the date which is fifteen months after the date on which this Resolution is passed or deemed to have been passed whichever is the earlier, and provided that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power hereby conferred had not expired.

• 11 That the Company and/or any of its subsidiaries (as defined by Section 7 of the Companies Act 2014) be and are hereby generally authorised to make market purchases and overseas market purchases (in each case as defined in Section 1072 of the Companies Act 2014) of shares of any class of the Company ("the Shares") on such terms and conditions and in such manner as the Directors may from time to time determine but subject, however, to the provisions of the Companies Act 2014, the Articles of Association of the Company and to the following restrictions and provisions:

  • (a) the aggregate nominal value of the Shares authorised to be acquired pursuant to the terms of this Resolution shall not exceed 10 per cent of the aggregate nominal value of the issued share capital of the Company with voting rights as at the close of business on the date of the passing of this Resolution;

  • (b) the minimum price which may be paid for any Share shall be the nominal value of the Share;

  • (c) the maximum price which may be paid for any Share (a "Relevant Share") shall be the higher of:

    • (i) an amount equal to 105 per cent of the average market value of a Relevant Share as determined in accordance with this paragraph (c); and

    • (ii) the price stipulated by the Commission Delegated Regulation (EU) 2016/1052 and any corresponding provision of any replacement legislation, being the higher of the price of the last independent trade of any number of Relevant Shares and the highest current independent bid for any number of Relevant Shares on the trading venue where the purchase pursuant to the authority conferred by this Resolution will be carried out,

    where the average market value of a Relevant Share for the purpose of sub-paragraph (i) shall be an amount equal to the average of the five amounts resulting from determining whichever of the following ((1), (2) or (3) specified below) in relation to the Shares of the same class as the Relevant Share shall be appropriate for each of the five consecutive business days immediately preceding the day on which the Relevant Share is purchased, as determined from the information published in the Euronext Dublin Daily Official List reporting the business done on each of those five business days;

    • (1) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

    • (2) if there shall be only one dealing reported for the day, the price at which such dealing took place; or

(3) if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day,

and if there shall be only a bid (but not an offer) or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any particular day then that day shall not count as one of the said business days for the purposes of determining the maximum price. If the means of providing the foregoing information as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then a maximum price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on Euronext Dublin or its equivalent.

The authority hereby conferred will expire at the close of business on the date of the next Annual General Meeting of the Company or the date which is fifteen months after the date on which this Resolution is passed or deemed to have been passed whichever is the earlier, unless previously varied, revoked or renewed in accordance with the provisions of Section 1074 of the Companies Act 2014. The Company or any such subsidiary may before such expiry enter into a contract for the purchase of Shares which would or might be wholly or partly executed after such expiry and may complete any such contract as if the authority conferred hereby had not expired.

12 That for the purposes of Section 1078 of the Companies Act 2014 the re-issue price range at which any treasury shares

(as defined by the said Companies Act 2014) for the time being held by the Company may be re-issued off-market shall be as follows:

• (a) the maximum price shall be an amount equal to 120 per cent of the Appropriate Price as defined in paragraph (c);

  and

• (b) subject to paragraph (c) hereof, the minimum price shall be:

  • (i) in the case of an Option Scheme (as defined in paragraph (d) below), an amount equal to the price payable in respect of the option or conditional award as provided for in such Option Scheme; or

  • (ii) in all other cases and circumstances where treasury shares are re-issued off-market, an amount equal to 95% of the Appropriate Price (as defined in paragraph (c)); and

• (c) "Appropriate Price" means the average of the five amounts resulting from determining whichever of the following ((i), (ii) or (iii) specified below) in relation to shares of the class of which such treasury shares to be re-issued shall be appropriate in respect of each of the five business days immediately preceding the day on which the treasury share is re-issued, as determined from information published in the Euronext Dublin Exchange Daily Official List reporting the business done on each of those five business days;

  (i) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

  • (ii) if there shall be only one dealing reported for the day, the price at which such dealing took place; or

  • (iii) if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day;

    and if there shall be only a bid (but not an offer) or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported for any particular day, then that day shall not count as one of the said business days for the purposes of determining the Appropriate Price. If the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Price is to be determined is altered or is replaced by some other means, then the Appropriate Price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on Euronext Dublin or its equivalent; and

• (d) "Option Scheme" means any scheme or plan which involves either the issue of options to acquire ordinary shares in the Company or the conditional award of ordinary shares in the Company which has been approved by the Company's shareholders in a General Meeting.

  The authority hereby conferred shall expire at the close of business on the date of the next Annual General Meeting of the Company, or the date which is fifteen months after the date on which this Resolution is passed or deemed to have been passed whichever is the earlier, unless previously varied or renewed in accordance with the provisions of Section 1078 of the Companies Act 2014.

13 That it is hereby resolved, in accordance with Section 1102 of the Companies Act 2014, the Directors be and they are hereby authorised to call a General Meeting, other than an Annual General Meeting or a meeting for the passing of a special resolution, on not less than 14 days' notice and accordingly that the provision in Article 50(a) of the Company's Articles of Association shall continue to be effective.

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That the Directors be and are hereby authorised to apply for the cancellation of the listing of the ordinary shares of €0.60 each in the capital of the Company from the premium segment of the Official List of the Financial Conduct Authority and to remove such ordinary shares from trading on the London Stock Exchange plc's Main Market for listed securities.

By order of the Board

Nadine Conlon Company Secretary

FBD House, Bluebell, Dublin 12, Ireland 27 March 2024

Appendix

Proposed cancellation of admission to the premium segment of the Official List maintained by the FCA and to trading on the Main Market for listed securities of the London Stock Exchange in respect of FBD ordinary shares of €0.60 each

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Date
Date and publication of AGM Notice including UK Delisting Resolution	27 March 2024
Latest time and date for receipt of Forms of Proxy	11.00 a.m. on 07 May 2024
Annual General Meeting	11.00 a.m. on 09 May 2024
Last day of dealings in the Company's ordinary shares on the Main Market of the London Stock Exchange	07 June 2024
Cancellation of listing of the Company's ordinary shares on the Main Market of the London Stock Exchange	10 June 2024

Important Note

This Appendix contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "may", "will", "should", "intend", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict (certain of which are set out in this Appendix with respect to Delisting).

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Appendix may not occur. The information contained in this Appendix, including the forward- looking statements, speaks only as of the date of this Appendix and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein save where indicated in this Appendix , whether as a result of new information, future events or otherwise, except to the extent required by Euronext Dublin, the Central Bank of Ireland, the FCA, the London Stock Exchange or by applicable law, including pursuant to the FCA Listing Rules, the UK Disclosure and Transparency Rules and the UK Market Abuse Regulation.

Capitalised terms used in this Appendix shall have the meaning given to them in Part 2 of this Appendix.

Notes:

• (1) The times and dates set out in the expected timetable of principal events above and mentioned throughout this Appendix are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders via a Regulatory Information Service and will be available on www. fbdgroup.com.

• (2) All references to time in this Appendix are to Irish time unless stated otherwise.

• (3) References to cancellation are conditional on, inter alia, the passing of the UK Delisting Resolution at the Annual General Meeting.

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PART 1

SUPPLEMENTAL LETTER FROM THE CHAIRMAN OF F.B.D. HOLDINGS PLC TO THE HOLDERS OF ORDINARY SHARES

IN CONNECTION WITH THE PROPOSED UK DELISTING

(incorporated and registered in Ireland with registered number 135882)

27 March 2024

Dear Shareholder,

Proposed cancellation of admission to the premium segment of the Official List maintained by the FCA and to trading on the Main Market for listed securities of the London Stock Exchange

• 1. INTRODUCTION

  On 8 March 2024, the Company announced that it was considering a proposal to cancel the admission of its ordinary shares to the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities and if simplification of the listing structures would be beneficial for FBD. On 27 March 2024, the Company announced that, following shareholder feedback, the UK Delisting Resolution will be proposed at the Company's Annual General Meeting. The primary listing of the Company's ordinary shares on the Main Market of Euronext Dublin will not be affected by the UK Delisting Resolution.

  The FCA Listing Rules require the UK Delisting Resolution to be passed at the Annual General Meeting in order to enable the Company to proceed with the UK Delisting. The Annual General Meeting is to be held at The Irish Farm Centre, Bluebell, Dublin 12, Ireland on 09 May 2024 at 11.00 a.m. A copy of the Notice of Annual General Meeting accompanies this Appendix ("Notice of Annual General Meeting of FBD Holdings plc"). Should the UK Delisting Resolution be approved by Shareholders, it will authorise the Board to request that:

  • (i) the FCA cancel the listing of the Company's ordinary shares on the Official List; and

  • (ii) the London Stock Exchange remove the ordinary shares from trading on the Main Market.

  The purpose of this Appendix is to explain the background to, and reasons for, the proposed UK Delisting, the implications for Shareholders of the proposed UK Delisting and why the Board believes the UK Delisting to be in the best interests of the Company and its Shareholders.

• 2. BACKGROUND TO THE PROPOSED UK DELISTING

  The Company is a public company limited by shares incorporated in Ireland. The Company's ordinary shares are, in Ireland, admitted to a primary listing on the Official List maintained by Euronext Dublin and admitted to trading on the Main Market of Euronext Dublin and, in the UK, admitted to the premium segment of the Official List maintained by the FCA and to trading on the Main Market for listed securities of the London Stock Exchange.

  The Board continually keeps the Company's listing arrangements under review. The Board has noted that in recent years the volume of trading in the ordinary shares on the London Stock Exchange is negligible as a percentage of the overall trading volume in the ordinary shares.

  Consequently, the Board considers that the cost of maintaining such a listing is no longer in the interests of the Company and its Shareholders as a whole. Accordingly, the Board has resolved to propose the UK Delisting Resolution at the AGM.

• 3. REASONS FOR THE UK DELISTING

  The Board has decided to seek Shareholders' approval for the UK Delisting for the following reasons:

  • ● an increasingly smaller proportion of the trading in the Company's ordinary shares is conducted on the London Stock Exchange over the course of the last number of years to the extent that the volume of trade on the London Stock Exchange currently constitutes a very small portion of the overall trade between the two trading lines particularly compared to the volume traded on Euronext Dublin (by way of illustration, less than 2 per cent of FBD's average total volume traded was conducted on the London Stock Exchange over the last 12 months);

  • ● in that context, the cost and the legal and regulatory burden associated with maintaining admission of the ordinary shares to trading on the London Stock Exchange is, in the Board's opinion, disproportionate to the benefits to the Company and its Shareholders;

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