Statement on Proposed Acquisition

PAGEANT INVESTMENTS STATEMENT ON THE PROPOSED ACQUISITION OF IRISH CONTINENTAL GROUP

18 August 2026

Pageant Investments Limited confirms that it has voted AGAINST the proposed acquisition of Irish Continental Group plc ("ICG") by Bluefin Bidco Limited at €8.00 per share. We have reached this decision for the following reasons:

Price

The proposed price of €8.00 represents an unreasonable discount to our assessment of fair value.

We regard ICG as a strategic infrastructure asset of national importance. It has valuable assets, a strong market position and an established record of resilience through Brexit, Covid-19 and, more recently, the significant disruption caused by the closure of Holyhead Port.

Despite the continued disruption at Holyhead during 2025, ICG delivered EBITDA of €151m, compared with €134m in 2024, and generated €162m of cash from operations.

Much has been made of the premium which the €8.00 offer represents to the ICG closing price of €6.24 immediately before the offer. However, the Independent Board itself acknowledges that ICG's public market rating has not fully reflected the underlying performance of the business, while the management buyout team has stated that the public market valuation has not fully reflected the quality of ICG's assets, its market position and its financial performance or its long-term prospects. We therefore question the relevance of using a premium to that same acknowledged undervalued share price as a principal measure of value.

Timing

We believe this is a particularly unattractive point in ICG's development for shareholders to sell their interests. The company has recently completed a period of substantial investment in its fleet, including the acquisition of the James Joyce and Oscar Wilde, resulting in full ownership of its fleet of vessels.

ICG is now entering a period of substantial cash generation which can increasingly be applied to reducing its borrowings and creating value for shareholders. On our estimates ICG has the capacity to generate in excess of €750m of free cashflow over the next five years - equivalent to more than €5 per share.

The ability of the Bidco to secure favourable debt facilities based on the future cashflows of the business, whilst providing no security against the fleet, provides us with further confidence on the future cashflow profile of the business.

We recognise that ICG's share price may experience short-term volatility if the proposed transaction is not approved. However, we do not believe that the prospect of short-term share price weakness is a reason for shareholders to sell a high-quality, cash-generative business at a price which we believe materially understates its long-term value.

Process

We have significant concerns regarding the process by which the proposed transaction has been reached. The Independent Board, management and the advisors have recently communicated that they have spent approximately three years seeking potential purchasers for ICG without securing an acceptable proposal. However, the offer announcement states that the Independent Board considered, but decided against, initiating a formal process to test third-party interest. These two positions require greater explanation.

If the process for the disposal of ICG was genuinely tested over a period of three years, shareholders should be given sufficient information to understand the nature and extent of that process. If no formal market-testing process was undertaken, we do not believe that the absence of an alternative bidder should be relied upon as evidence that €8.00 represents fair value. In the context of a management-led acquisition, we believe shareholders are entitled to a transparent and demonstrably robust process designed to establish the best value available for their shares.

Governance and independence

We believe shareholders should carefully consider the independence of the process. The Chair joined the ICG Board in 1988, while Eamonn Rothwell joined the Board in 1987 and has served as Chief Executive since 1992. Their long and successful association with the company inevitably makes the independence of the process particularly important in the context of a management buyout.

We further note that the members of the Independent Board, who hold ICG shares, have given irrevocable undertakings to support the €8.00 offer which remains binding even if a higher competing offer is made. While the shareholdings involved are relatively small, we believe the principle is important where the Independent Board is charged with representing the interest of shareholders in a management-led acquisition.

Our opposition to the proposed acquisition should not be interpreted as criticism of ICG's Management team. We have considerable respect for their achievements over a sustained period. The quality of the business, its assets, market position and future prospects are a testament to their performance as operators. Because of this, we do not wish to sell our shares at €8.00.

Alan Harnedy

Investment Manager, Pageant Investments