THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser being, if you are resident in Ireland, an organisation or firm authorised under the European Communities (Markets in Financial Instruments) Regulations 2017 or the Investment Intermediaries Act 1995 (as amended) or, if you are resident in the United Kingdom, an organisation or firm authorised under the Financial Services and Markets Act 2000 of the United Kingdom or, if you are not so resident, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all your Ordinary Shares, please forward this document and the accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you have sold only part of your holding of Ordinary Shares, please contact immediately your stockbroker, bank or other agent through whom the sale or transfer was effected. This document is dated 28 September Cpl Resources plc (incorporated and registered in Ireland with registered number ) Notice of Annual General Meeting Annual General Meeting 22 October 2018 at 4.00 p.m. at 2 Grand Canal Square, Dublin 2, Ireland Notice of the Annual General Meeting of Cpl Resources plc to be held at 6 th Floor, 2 Grand Canal Square, Dublin 2, Ireland on 22 October 2018 at 4.00 p.m. is set out at the end of this document. This document should be read as a whole. Your attention is drawn to the letter from John Hennessy, Chairman of Cpl Resources plc, in Part I of this document, which contains a unanimous recommendation from the Board that you vote in favour of each of the resolutions to be proposed at the Annual General Meeting. Shareholders will find enclosed with this document a Form of Proxy for the Annual General Meeting. To be valid, the enclosed Form of Proxy should be completed and returned as soon as possible and, in any event, so as to be received by the Company s registrars, Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland, by not later than 4.00 p.m. on 20 October Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the Annual General Meeting should they so wish. The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them. Publication of this document shall not give rise to any implication that there has been no change in the facts set out in this document since the date of this document. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Cpl except where expressly stated.

2 CONTENTS DEFINITIONS...3 LETTER FROM THE CHAIRMAN...4 NOTICE OF ANNUAL GENERAL MEETING...6 2

3 DEFINITIONS The following definitions apply throughout this document, unless the context otherwise requires or unless it is otherwise specifically provided: the Act the Companies Act 2014; AGM or Annual General Meeting the annual general meeting of the Company, to be held at 6 th Floor, 2 Grand Canal Square, Dublin 2, Ireland on 22 October 2018 at 4.00 p.m. or any adjournment thereof, notice of which is set out at the end of this document; Auditors KPMG; Board the board of directors, whose names are set out on page 4 of this document; document this document; Company or Cpl Cpl Resources plc; Directors the directors of the Company from time to time; Group Cpl Resources plc and its subsidiary undertakings; Ordinary Shares ordinary shares of 0.10 each in the share capital of the Company; and Shareholder(s) holder(s) of Ordinary Shares. Notes: (i) Unless otherwise stated in this document, all references to statutes or other forms of legislation shall refer to statutes or forms of legislation of Ireland. Any reference to any provision of any legislation shall include an amendment, modification, re-enactment or extension thereof. (ii) (iii) (iv) The symbols and c refer to euro and euro cent, respectively, being the lawful currency of Ireland provided for in Council Regulation (EC) No. 974/98 of 8 May Words imparting the singular shall include the plural and vice versa and words imparting the masculine shall include the feminine or neuter gender. All references to time in this document are to Irish Standard Time (as set out in the Standard Time Act 1968 and the Standard Time (Amendment) Act 1971). 3

4 Part 1 LETTER FROM THE CHAIRMAN Directors Registered Office John Hennessy, Chairman* 83 Merrion Square Anne Heraty Dublin 2 Paul Carroll D02 R299 Mark Buckley Ireland Lorna Conn Breffni Byrne* Oliver Tattan* Colm Long* *Denotes non-executive To all holders of Ordinary Shares 28 September 2018 Dear Shareholder, On behalf of the Board, I am pleased to invite you to the 2018 Annual General Meeting of Cpl Resources plc. This meeting will be held on 22 October 2018 at 4.00 p.m. at 6 th Floor, 2 Grand Canal Square, Dublin 2, Ireland. Enclosed with this document are a Proxy Form and the Annual Report of Cpl Resources plc for the year ended 30 June I hope that you will be able to attend this meeting. Business to be conducted at Annual General Meeting The Resolutions that you are being asked to vote on at the Annual General Meeting are set out in the Notice of Annual General Meeting on pages 6 and 7 of this document. Resolutions 1 to 5 deal with usual business. Resolution 1 relates to receiving and considering the Company s financial statements for the year ended 30 June Resolution 2 proposes to declare a final dividend of 7.15 cent per Ordinary Share in respect of the year ended 30 June Pursuant to Resolution 3, the following Directors, who retire by rotation in accordance with Article 85 of the Articles of Association of the Company, will be proposed for re-election at this year s Annual General Meeting: (a) (b) John Hennessy; and Paul Carroll. Pursuant to Resolution 4, Lorna Conn who retires in accordance with Article 88(b) of the Articles of Association of the Company, will be proposed for re-election at this year s Annual General Meeting: Biographies of these Directors are available on the Company s website at 4

5 Resolution 5 relates to the authority of the Directors to fix the remuneration of the Auditors. In addition, your Board proposes the item set out in Resolution 6 as summarised below. Resolution 6: Special Resolution - Disapplication of Pre-emption Rights Pursuant to Article 6 of the Company s Articles of Association, the Board is authorised for the purposes of Section 1021 of the Act to allot shares in the capital of the Company up to an amount equal to the authorised but unissued share capital of the Company. This authority is due to expire on 19 October 2020, unless previously renewed, varied or revoked. Unless disapplied, this power of the Directors to allot shares under Section 1021 of the Act is subject to a restriction imposed by Section 1022 of the Act which requires that any new equity shares to be allotted for cash must first be offered to existing shareholders in the proportions in which they hold shares at the date of the allotment. However, under Section 1023 of the Act, the Shareholders may exempt the Board from the Section 1022 restriction, subject to certain limits. The exemption from the provisions of Section 1022 of the Act approved at last year s Annual General Meeting will expire at the close of business on the day of the 2018 Annual General Meeting. Resolution 6 will be proposed at the AGM to continue this exemption under Section 1022 of the Act until the next Annual General Meeting of the Company (unless the exemption is previously renewed, varied or revoked). This exemption is limited to (a) the allotment of equity shares in connection with offers open for a fixed period to ordinary shareholders and/or persons having a right to subscribe for, or convert securities into, ordinary shares of the Company and, in addition, (b) the allotment of equity shares up to a maximum aggregate nominal value of 5 per cent of the issued ordinary share capital of the Company. Recommendation Your Board believes that Resolutions 1 to 6 to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favour of the resolutions as they intend to do in respect of all of the Ordinary Shares held or beneficially owned by them. I hope you will be able to join us at this year s Annual General Meeting. Directions to the location of the AGM are available on our website ( Yours sincerely, JOHN HENNESSY Chairman 5

6 Cpl Resources plc (the Company ) NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the 2018 Annual General Meeting of the Company will be held at 6 th Floor, 2 Grand Canal Square, Dublin 2, Ireland on 22 October 2018 at 4.00 p.m. for the following purposes: 1. To receive and consider the financial statements of the Company for the year ended 30 June 2018, together with the reports of the Directors and Auditors thereon. 2. To declare a final dividend of 7.15 cent per Ordinary Share in respect of the year ended 30 June To re-elect the following persons who retire by rotation in accordance with Article 85 of the Articles of Association of the Company and who are recommended by the Board of Directors for reelection: (a) (b) John Hennessy; and Paul Carroll. 4. To re-elect Lorna Conn who retires in accordance with Article 88(b) of the Articles of Association of the Company and who is recommended by the Board of Directors for re-election. 5. To authorise the Directors to fix the remuneration of the Auditors. 6. To consider and, if thought fit, pass the following resolution as a special resolution: That for the purpose of Section 1023 of the Companies Act 2014, and subject to the Directors being authorised pursuant to Section 1021 of the Act, the Directors be empowered to allot equity securities (as defined by Section 1023(1) of the Act) for cash pursuant to, and in accordance with, Article 7 of the Articles of Association. The authority hereby conferred shall expire at the close of business on the day of the next Annual General Meeting of the Company after the passing of this resolution unless previously varied, revoked or renewed in accordance with the provisions of the Act. By Order of the Board Wilton Secretarial Limited Secretary Registered Office 83 Merrion Square Dublin 2 D02 R299 Ireland Date: 28 Setember

7 Notes: 1. The holders of Ordinary Shares are entitled to attend and vote at the Annual General Meeting of the Company. A holder of Ordinary Shares may appoint a proxy or proxies to attend, speak and vote instead of him as follows: the Chairman of the Meeting or another individual that will attend the meeting. A proxy need not be a member of the Company. 2. A form of proxy is enclosed for the use of Shareholders unable to attend the meeting. Shareholders should send their original signed proxy form to the Company s Registrars, Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18. To be valid, proxies must be lodged not less than 48 hours before the time appointed for the holding of the meeting. If Shareholders attend the meeting, they may vote in person even if they have returned a form of proxy. 3. Pursuant to Sections 1095 and 1105 of the Act and Regulation 14 of the Companies Act 1990 (Uncertificated Securities) Regulations 1996, the Company hereby specifies that only those shareholders registered in the Register of Members on 20 October 2018 at 6.00 p.m. shall be entitled to attend or vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. 7

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