Return of Capital – Conversion and Redemption 01/09/2020

Donegal Investment Group plc

(“Donegal” or the “Company”)

1 September 2020

Return of Capital – Conversion and Redemption

Following approval at the EGM of 26 August 2020 and further to the update announcement of Friday 28 August 2020, and pursuant to the terms of the Return of Capital as set out in the EGM Circular of 31 July 2020, Donegal announces today that the Conversion and Redemption have been implemented, as detailed below.  This will result in Donegal returning approximately €10 million to shareholders.  All capitalised terms and definitions pertaining to the Return of Capital contained in this Announcement shall have the meaning ascribed thereto in the EGM Circular and the update announcement of Friday 28 August 2020.

Conversion & Redemption

Note 1: Number of Deferred Shares issued pursuant to shareholders who notified the Company in accordance with section 83(4) of the Companies Act 2014 before the Conversion Date of their unwillingness to have the pro rata portion of their Ordinary Shares at the Conversion Date converted into Redeemable Ordinary Shares

Note 2: Number of Ordinary Shares Outstanding immediately following Redemption at 12.01am on 31 August 2020

Note 3: 22.25200901 per cent was the exact conversion percentage applied

Under the Conversion and Redemption to implement the Return of Capital, approximately 22.25 per cent of each Shareholder’s total holding of Ordinary Shares as at the conversion date of 6:00pm on Monday, 31 August 2020 were converted into Redeemable Ordinary Shares and redeemed at €12.50 per share.

For shareholders who hold their Ordinary Shares in certificated form, their Redemption Proceeds will be despatched within ten days of the redemption date of 1 September 2020.  For those shareholders who hold their Ordinary Shares in CREST, their Redemption Proceeds will be processedvia CREST within ten days of the redemption date of 1 September 2020.

New share certificates will be issued to all certificated shareholders to reflect their new number of Ordinary Shares post the Conversion and Redemption.  Share certificates issued prior to the Redemption will cease to be of value. 

For those shareholders who hold their Ordinary Shares in CREST their remaining Ordinary Shares post the Conversion and Redemption will be issued under the new ISIN IE00BLRPQQ22.

Following the Return of Capital the Company’s issued Ordinary Share Capital is 2,895,958 Ordinary Shares with 100,000 Ordinary Shares held as Treasury shares and Ordinary Shares Outstanding as at the time of this announcement being 2,795,958.

Holders of 18,458 options participated in the Return of Capital.  The options were cash settled by the Company for a total cost of €226,200.  There are 64,500 options outstanding following the Return of Capital.

Directors’ Shareholdings

Following the Return of Capital the table below sets out the Directors’ shareholdings as at the time of this announcement.

Note 1: The number of Ordinary Shares disclosed in the EGM Circular for each Director was their respective holdings as at the Latest Practicable Date, being 27 July 2020. 

Note 2: Based and calculated on Ordinary Shares Outstanding of 3,595,181 and 100,000 Treasury Shares at the Latest Practicable Date per the EGM Circular

Note 3: Based and calculated on Ordinary Shares Outstanding of 2,795,958 and 100,000 Treasury Shares at the time of this announcement

Substantial Shareholdings

In addition to those interests disclosed under Directors’ Interests, as at the Latest Practicable Date, the Company had received notification of the following interests in its Ordinary Shares.

Note 1: Based and calculated on Ordinary Shares Outstanding of 2,795,958 and 100,000 Treasury Shares at the time of this announcement

New ISIN

Dealings in the Company’s Ordinary Shares shall commence today under the new ISIN, IE00BLRPQQ22.  The new Sedol is BLRPQQ2 and the Mnemonic remains the same.

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