REG-Commencement of Share Buyback Programme and Appointment of Non-Executive Director

ICGAnnouncement

19/02/2026 06:00

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

19 February 2026

ICG plc (“ICG” or the “Company”)

Commencement of Share Buyback Programme and Appointment of Non-Executive
Director

Following the strategic partnership announced on 18 November 2025 between the
Company and Amundi (the “Strategic Partnership Announcement”), the Company
announces that it will commence the buyback programme of up to 15,280,825
ordinary shares of nominal value of £0.2625 each in the capital of the
Company (the “Ordinary Shares”) representing approximately 5.26% of the
Company’s issued share capital (the “Share Buyback”).

The Share Buyback, which the Directors consider to be in the best interests of
the Company and its shareholders generally, is to enable the Company to issue
an equal number of Non-Voting Shares to Amundi in a manner that is
non-dilutive to the Company’s existing shareholders. The Non-Voting Shares
will have the same nominal value, rights and privileges as the Ordinary
Shares, including as relates to dividends and other economic rights, save that
the Non-Voting Shares will not have any voting rights. The subscription price
for such Non-Voting Shares will be equal to the price paid by the Company for
the Ordinary Shares repurchased by the Company pursuant to the Share Buyback,
and Amundi will reimburse the Company in cash for reasonable costs and
expenses incurred by the Company in connection with the Share Buyback.

The Company intends to undertake the Share Buyback with the following
parameters:
* The maximum number of Ordinary Shares repurchased shall not exceed
15,280,825 Ordinary Shares;
* The total consideration of Ordinary Shares repurchased under the Share
Buyback programme shall not exceed an aggregate market value of £316 million;
and
* The Share Buyback programme will begin on 26 February 2026 and expire on 30
June 2027, provided that it shall expire immediately if the 2025 Authority
expires and the 2026 Authority is not granted.
The purpose of the Share Buyback programme is to reduce the issued ordinary
share capital of the Company. The Company will hold as treasury shares any
Ordinary Shares repurchased in accordance with the provisions of the Companies
Act 2006 and will, in due course, cancel the Ordinary Shares in tranches on at
least a bi-annual basis, and will not use them for any other purpose prior to
cancellation. The Company will make appropriate disclosures during the buyback
period of the number of Ordinary Shares that the Company has repurchased and
will allot and issue an equal number of Non-Voting Shares to Amundi in
accordance with the terms of the Subscription Agreement. The Share Buyback is
a pre-condition to the issue of Non-Voting Shares (as defined in the Strategic
Partnership Announcement) to Amundi and will be undertaken in tranches, with
the corresponding number of Non-Voting Shares being issued to Amundi.

The Non-Voting Shares will be a new class of unlisted non-voting shares in the
capital of the Company with a nominal value of £0.2625 each. It is a term of
issue of the Non-Voting Shares that on a later transfer by Amundi they will
convert into Ordinary Shares, with the same rights and privileges provided
under the Company’s Articles of Association, provided the shares are validly
transferred via a permitted transfer, being a transfer (i) to the Company;
(ii) in a widespread public distribution; (iii) in which no transferee (or
group of associated transferees) would acquire 2% or more of any class of
voting securities of the Company; or (iv) involving a single transfer in which
the transferee would control more than 50% of every class of voting securities
of the Company without regard to any transfer from that person.

The Share Buyback will initially be undertaken in accordance with and under
the terms of the general authority granted by the Company’s shareholders at
its annual general meeting on 16 July 2025 to repurchase a maximum of
29,063,689 Ordinary Shares (representing approximately 10% of the issued share
capital of the Company) (the “2025 Authority”). This authority expires at
the conclusion of the next annual general meeting of the Company (or, if
earlier, the close of business on 30 September 2026). The Company intends to
renew the 2025 Authority at the Company's 2026 annual general meeting (the
“2026 Authority”) and purchases effected under the Share Buyback programme
following the expiry of the 2025 Authority will be conditional on the receipt
of such authority.

The Share Buyback will be undertaken on the London Stock Exchange and other
trading venues, and will be executed within the parameters of the shareholder
authorities from time to time and the Market Abuse Regulation 596/2014/EU and
the Commission Delegated Regulation 2016/1052/EU (in each case, as it forms
part of UK law pursuant to the European Union (Withdrawal) Act 2018) and the
UK Listing Rules, including that the maximum price (excluding expenses) which
may be paid per Ordinary Share shall be the higher of (1) an amount equal to
105% of the average of the middle market quotations for an Ordinary Share as
derived from the London Stock Exchange Daily
Official List for the five business days immediately preceding the day
on which that ordinary share is purchased and (2) the higher of the price of
the last independent trade and the highest current independent bid for an
Ordinary Share on the trading venue where the purchase is carried out.

To facilitate the Share Buyback, the Company has entered into an engagement
letter with Merrill Lynch International (“BofA Securities”) pursuant to
which the Company has issued an instruction providing BofA Securities with the
authority to repurchase Ordinary Shares in the Company subject to certain
agreed parameters. The instructions are irrevocable during any closed periods
of the Company and therefore, purchases may continue during any closed periods
of the Company, and any purchases of Ordinary Shares made during closed
periods pursuant to the Share Buyback shall be made independently of and
uninfluenced by the Company.

Appointment of Non-Executive Director

Furthermore, in accordance with the Strategic Partnership Announcement, the
Board of ICG announces that Vincent Mortier has been appointed as a
Non-Executive Director of the Company with effect from 31 March 2026. He will
join the Board as the Amundi nominee director and will also serve as a member
of the Nominations and Governance Committee.

Vincent is a member of the Amundi Global Management and Executive Committees.
He has been Group Chief Investment Officer of Amundi since 2022, before which
he was the Group Deputy CIO from 2015. Prior to Amundi he worked at Societe
Generale, holding several senior roles including Chief Financial Officer of
the Global Banking and Investor Solutions division.

William Rucker, Chair of ICG, said: "We are delighted to welcome Vincent as a
Non-Executive Director. His extensive experience in the global asset
management and finance sectors will further broaden the expertise of ICG’s
Board as the Company continues to execute successfully on its growth
ambitions, and I look forward to him joining us.”

There is no additional information required to be disclosed pursuant to UK
Listing Rule 6.4.8R in respect of this appointment.

Terms not defined here shall have the meaning as set out in the Strategic
Partnership Announcement.

This announcement contains information which prior to this announcement was
inside information. The person responsible for arranging for the release of
this announcement on behalf of the Company is Andrew Lewis.

Enquiries:

Chris Hunt, Head of Corporate Development and Shareholder Relations, ICG
+44 (0) 20 3545 2020

Media:

Fiona Laffan, Global Head of Corporate Affairs, ICG
+44(0)20 3545 1510