AIB Group Plc — AGM Information 2019

Apr 24, 2019

RESOLUTIONS

OF

AIB GROUP PLC

(the "Company")

(Passed on 24 April 2019)

At the Annual General Meeting of the Company held at the Ballsbridge Hotel, Ballsbridge, Dublin 4 on Wednesday, 24 April 2019, the following Resolutions were passed: Resolutions 6 to 8 (inclusive) were passed as Ordinary Resolutions and Resolutions 9 to 14 (inclusive) were passed as Special Resolutions.

ORDINARY RESOLUTIONS

• 1. To consider the Directors' Remuneration Report as set out on pages 208 to 210 of the 2018 Annual Financial Report.
• 1. To consider the Remuneration Policy as set out on pages 205 to 207 of the 2018 Annual Financial Report
• 1. That the Directors be and are hereby authorised pursuant to and in accordance with Section 1021(1) of the Companies Act 2014 (as amended) and sub-paragraph 9(b)(i) of the Articles of Association of the Company in force at the time of the passing of this Resolution to allot relevant securities (within the meaning of Section 1021 of the Companies Act 2014 (as amended)) during the period commencing on the date of the passing of this Resolution and expiring at the conclusion of the annual general meeting of the Company in 2020 or 23 July 2020 (whichever shall be earlier) and for that purpose "the Section 1021 Amount" (as defined in such Articles of Association) shall be €565,496,091.04.

SPECIAL RESOLUTIONS

• 1. As separate resolutions:
• (a) That, subject to the passing of Resolution 8, the Directors be and are hereby empowered pursuant to and in accordance with sub-paragraph 9(b)(ii) of the Articles of Association of the Company in force at the time of the passing of this Resolution to allot equity securities (within the meaning of Section 1023 of the Companies Act 2014, (as amended)) for cash under the authority given by Resolution 8 during the period commencing on the date of the passing of this Resolution and expiring on the conclusion of the annual general meeting of the Company in 2020 or 23 July 2020 (whichever shall be earlier) and for that purpose "the Section 1022 Amount" (as defined in such Articles of Association) shall be €84,824,413.66.
• (b) That, subject to the passing of Resolution 8, the Directors be and are hereby empowered pursuant to and in accordance with sub-paragraph 9(b)(ii) of the Articles of Association of the Company in force at the time of the passing of this Resolution (and in addition to any authority granted under Resolution 9(a)) to allot equity

securities (within the meaning of Section 1023 of the Companies Act 2014 (as amended)) for cash under the authority given by Resolution 8 during the period commencing on the date of the passing of this Resolution and expiring on the conclusion of the annual general meeting of the Company in 2020 or 23 July 2020 (whichever shall be earlier) and for that purpose "the Section 1022 Amount" (as defined in such Articles of Association) shall be €84,824,413.66, provided that the powers conferred by this Resolution shall be used only for the purposes of financing (or refinancing, if the authority is to be used within six 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 this Notice of Annual General Meeting.

• 1. That the Company and/or any of its subsidiaries (as defined by Section 7 of the Companies Act 2014 (as amended)) be and they are hereby generally authorised to make market purchases or overseas market purchases (each term as defined in Section 1072 of the Companies Act 2014 (as amended)), of shares of any class of the Company (the 'Share' or 'Shares') on such terms and conditions and in such manner as the Directors may from time to time determine but subject to the provisions of the Companies Act 2014 (as amended) and to the following restrictions and provisions:
• (a) the maximum number of Shares authorised to be acquired pursuant to the terms of this Resolution shall be such number of Shares whose aggregate nominal value shall equal 10% of the aggregate nominal value of the issued share capital of the Company 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 (excluding expenses) which may be paid for any Share in the Company (a 'Relevant Share') shall be the higher of:
  • (i) 5% above the average of the closing quotation prices of a Relevant Share on the Irish Stock Exchange for the five business days immediately preceding the day of purchase (and, in respect of any business day on which there shall be no dealing in such shares on the Irish Stock Exchange, the price which is equal to (A) the mid-point between the high and low market guide prices in respect of such shares for that business day, or (B) if there shall be only one such market guide price so published, the market guide price so published; such prices shall be as published in the Irish Stock Exchange Daily Official List (or any successor publication thereto or any equivalent publication for securities admitted to trading on Euronext Dublin)); and
  • (ii) the amount stipulated by Article 5(6) of the Market Abuse Regulation (No. 596/2014) or any corresponding provision of any replacement legislation, being the value of a Relevant Share calculated on the basis of the higher of the price for:
  • (a) the last independent trade of; and
  • (b) 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.

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 the Irish Stock Exchange or its equivalent; and

• (d) the authority hereby granted shall commence on the date of the passing of this Resolution and expire at the conclusion of the annual general meeting of the Company in 2020 or 23 July 2020 (whichever shall be earlier). The Company or any such subsidiary may before such expiry enter into a contract for the purchase of Shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired.
• 1. That, subject to the passing of Resolution 10, for the purposes of Sections 109 and/or 1078 of the Companies Act 2014 the re-issue price range at which any treasury shares for the time being held by the Company may be re-issued (including by way of re-issue off market) shall be determined in accordance with Article 54 of the Articles of Association of the Company. The authority hereby conferred shall commence on the date of the passing of this Resolution and expire at the conclusion of the annual general meeting of the Company in 2020 or 25 July 2020 (whichever shall be earlier) and is without prejudice or limitation to any other authority of the Company to re-issue treasury shares on-market.
• 1. That in accordance with Section 1102 of the Companies Act 2014 (as amended) and Articles 57 and 58 of the Articles of Association of the Company, the Directors of the Company be and are unconditionally 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 clear days' notice. The authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution unless previously renewed, varied or revoked by the Company in general meeting.
• 1. That, with effect from the conclusion of the Annual General Meeting:
• (a) the authorised share capital of the Company be reduced by €25,000, from €2,500,025,000 to €2,500,000,000, by the cancellation of all of the 40,000 subscriber shares of €0.625 each in the authorised but unissued share capital of the Company;
• (b) the existing Clause 5 of the Memorandum of Association be replaced by the following new Clause 5: "5. The share capital of the Company is €2,500,000,000 divided into 4,000,000,000
• Ordinary Shares of €0.625 each."; (c) the existing Article 3 of the Articles of Association be replaced by the following new Article 3:

"3. The share capital of the Company is €2,500,000,000 divided into 4,000,000,000 Ordinary Shares of €0.625 each."; and

(d) the existing Article 4 of the Articles of Association be deleted and marked "Not Used".

1. That the Articles of Association produced to the Annual General Meeting marked with the words 'Including all amendments as of 24 April 2019' and signed by the Chairman for identification purposes, be approved and adopted with effect from conclusion of the Annual General Meeting as the Articles of Association of the Company to the exclusion of any Articles of Association of the Company previously in existence.

Sarah McLaughlin

Group Company Secretary

24 April 2019