AIB Group Plc — AGM Information 2021

Apr 1, 2021

Attendance Card

This card is used for registration and accreditation when attending the AGM. However, to comply with Public Health Guidance limiting the assembly of people in response to the COVID-19 pandemic, Shareholders are requested not to attend in person and to submit their votes on the resolutions in advance using the Form of Proxy below.

AIB Group plc (the "Company") invites you to attend the Annual General Meeting ("AGM") of the Company to be held at 10 Molesworth Street, Dublin 2, Ireland on Thursday, 6 May 2021 at 10.00 a.m. and at any adjournment thereof.

Shareholder Reference Number

Form of Proxy - Annual General Meeting to be held on Thursday, 6 May 2021

Explanatory Notes:

• (1) Pursuant to Section 1105 of the Companies Act, only those persons registered on the Company's register of members: (i) at 6.00 p.m. on Sunday 2 May 2021; or (ii) if the AGM is adjourned, at the close of business on the day before the date that falls 72 hours prior to the adjourned AGM (for the purposes of these Notes only, being a "Shareholder"), shall be entitled to attend and vote at the AGM or, if relevant, any adjournment thereof. Changes to entries on the Company's register of members after that time will be disregarded in determining the rights of any person to attend and vote at the AGM.
• (2) A Shareholder who is entitled to attend and vote at the AGM is entitled to appoint a proxy (or more than one proxy as alternates) to attend, speak and vote instead of the Shareholder. A proxy need not be a Shareholder. If you wish to appoint more than one proxy please contact the Company's Registrar, Computershare Investor Services (Ireland) Limited, on +353 1 247 5411. If you wish to appoint a proxy other than the Chair of the AGM, please insert the proxy's name and address and delete the words "the Chair of the AGM or".
• (3) To be valid, this Form of Proxy and any power or other authority under which it is executed (or a duly certified copy of any such power or authority) must be returned by post to Computershare Investor Services (Ireland) Limited, PO Box 13030, Dublin 24, Ireland or to Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, not later than 48 hours before the AGM or adjourned AGM or (in the case of a poll taken otherwise than at or on the same day as the AGM or adjourned AGM) not less than 48 hours before the time appointed for the Meeting or any adjournment of the Meeting. The submission of a proxy would not ordinarily prevent you attending in person and voting at the Meeting should you wish to do so, however physical attendance at the Meeting in 2021 is not being encouraged and indeed may not be permitted.
• (4) This Form of Proxy must (i) in the case of an individual Shareholder be signed or submitted electronically in accordance with Note (8) below by the Shareholder or his/her duly authorised attorney; or (ii) in the case of a corporate Shareholder be given either under its common seal or be signed on its behalf by a duly authorised officer or attorney of the corporate Shareholder or submitted electronically in accordance with Note (8) below.

All Holders Kindly Note: This Form of Proxy is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised Form of Proxy is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Ireland) Limited accept no liability for failure to carry out any instruction that does not comply with these conditions.

• (5) If this Form of Proxy is signed and returned without any indication as to how the person appointed is to vote, the proxy will exercise discretion as to how to vote or whether to abstain from voting.
• (6) Completion and return of this Form of Proxy (or submission of proxy instructions electronically) will not prevent a Shareholder from attending and voting in person at the AGM. The submission of a proxy would not ordinarily prevent you attending in person and voting at the Meeting should you wish to do so, however physical attendance at the Meeting in 2021 is not being encouraged and indeed may not be permitted.
• (7) In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
• (8) Internet Voting for Shareholders: If, as an alternative to submitting this Form of Proxy, you wish to appoint (or remove) a proxy electronically, you may do so by accessing the Registrar's website at www.eproxyappointment.com. You can access this site from any internet enabled computer. To log in you will require your unique PIN (which will expire at the end of the voting period), your Shareholder Reference Number (SRN) and your Control Number, all of which are shown at the top of the Form of Proxy. Electronic proxy voting may occur through the use of a secured mechanism to exchange electronic messages (as agreed with Euroclear Bank).
• (9) The "Withhold" option is provided to enable you to abstain from voting on the resolutions. However, it should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against the resolutions.
• (10) Resolutions 4(a), (c), (d), (e), (f), (g), (h), (i), (j) and (k) must be approved by a majority vote of both: (1) the Shareholders; and (2) the independent Shareholders (as defined in the Listing Rules of Euronext Dublin (Rule Book: Book II) and the Listing Rules of the Financial Conduct Authority). When the Company announces the results of the votes on these resolutions, it will disclose the level of support received for each resolution from Shareholders and also from independent Shareholders.

All Holders

Poll Card To be completed only at the AGM when the Poll is called.

	For Against Withhold	For Against Withhold	For Against Withhold
1. To receive and consider the financial statements for the year together with the reports of the Directors and the Auditor thereon 2. To authorise the Directors to fix the remuneration of the Auditor 3. To consider the continuation in office of Deloitte as Auditor 4. (a) To reappoint Basil Geoghegan (b) To reappoint Colin Hunt (c) To reappoint Sandy Kinney Pritchard (d) To reappoint Carolan Lennon (e) To reappoint Elaine MacLean (f) To appoint Andy Maguire	5. Report 6. 7. securities 8.	(g) To reappoint Brendan McDonagh (h) To reappoint Helen Normoyle (i) To reappoint Ann O'Brien (j) To appoint Fergal O'Dwyer (k) To reappoint Raj Singh To consider the Directors Remuneration To consider the Remuneration Policy To authorise the Directors to allot relevant (a) Limited authorisation for the Directors to disapply pre-emption rights (b) Limited authorisation for the Directors to disapply pre-emption rights for an acquisition or specified capital event	9. To authorise the purchase by the Company of its own shares 10. To determine the re-issue price range at which any treasury shares held may be re-issued off-market 11. To approve the amendment of the Articles of Association 12. To authorise the Directors to convene general meetings on 14 days' notice 13. To approve the terms of the Directed Buyback Contract with the Minister for Finance and authorise the making of off market purchases of ordinary shares
Signature
inside the box as shown in this example. I/We hereby appoint the Chair of the AGM OR the following person
Please leave this box blank if you have selected the Chair. Do not insert your own name(s). FOLD		vote on my/our behalf in respect of any other business of the AGM and any procedural resolutions moved at the AGM. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an X in the appropriate box.	as my/our Proxy to attend, speak and vote for me/us and on my/our behalf in the manner indicated below at the Annual General Meeting (the "AGM") of the Company to be held at 10 Molesworth Street, Dublin 2, Ireland on Thursday, 6 May 2021 at 10.00 a.m. and at any adjournment thereof. My/Our Proxy shall decide on how to
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).		Please tick here to indicate that this proxy appointment is one of multiple appointments being made.	FOLD HERE

fit or abstain in relation to any business of the meeting.

Signature Date

	/	/

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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