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AIB Group Plc AGM Information 2023

May 4, 2023

1950_rns_2023-05-04_3861cf68-8ec0-4dc1-8b05-b87f5fed1cc5.pdf

AGM Information

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4 May 2023

AIB GROUP PLC (the "Company")

RESULTS OF ANNUAL GENERAL MEETING 2023

The Company announces that at its Annual General Meeting ("AGM"), held today at 10 Molesworth Street, Dublin 2, all of the resolutions proposed were duly passed on a poll.

Resolutions 1 to 8 (inclusive) were passed as ordinary resolutions and resolutions 9 to 13 (inclusive) were passed as special resolutions.

The full text of each resolution, together with explanatory notes, are set out in the Notice of AGM which was circulated to Shareholders on 31 March 2023 and made available on the Company's website at www.aib.ie/investorrelations.

The results of the voting on the resolutions are as follows:

Resolution Votes For % Votes % Total Votes Votes
Against Cast Withheld
1 To receive and consider
the financial statements
for the year together
with the reports of the
Directors and the
Auditor thereon 2,281,784,390 100.00% 140 0.00% 2,281,784,530 5,778,004
2 To declare a final
dividend of 6.2 euro
cents per share payable
on 12 May 2023 2,285,254,504 100.00% 12,107 0.00% 2,285,266,611 2,295,923
3 To authorise the
Directors to fix the
remuneration of the
Auditor 2,285,088,844 99.99% 175,125 0.01% 2,285,263,969 2,298,565
4 To approve the
appointment of
PricewaterhouseCoopers
as Auditor of the
Company 2,284,851,228 99.98% 414,860 0.02% 2,285,266,088 2,296,442
5 To re-appoint the
following Directors:
(a) Anik Chaumartin 2,284,734,722 99.98% 529,400 0.02% 2,285,264,122 2,298,296
(b) Donal Galvin 2,282,391,440 99.87% 2,873,198 0.13% 2,285,264,638 2,297,789
(c) Basil Geoghegan 2,283,212,064 99.91% 2,052,592 0.09% 2,285,264,656 2,297,771
(d) Tanya Horgan 2,284,731,690 99.98% 532,949 0.02% 2,285,264,639 2,297,788
(e) Colin Hunt 2,285,262,390 100.00% 2,178 0.00% 2,285,264,568 2,297,966
(f) Sandy Kinney Pritchard 2,284,896,712 99.98% 367,999 0.02% 2,285,264,711 2,297,823
(g) Elaine MacLean 2,282,408,099 99.87% 2,856,614 0.13% 2,285,264,713 2,297,821
(h) Andy Maguire 2,284,729,753 99.98% 534,895 0.02% 2,285,264,648 2,297,885
(i) Brendan McDonagh 2,283,506,205 99.92% 1,758,553 0.08% 2,285,264,758 2,297,776
Resolution Votes For % Votes % Total Votes Votes
Against Cast Withheld
(j) Helen Normoyle 2,281,461,762 99.92% 1,752,771 0.08% 2,283,214,533 4,348,001
(k) Ann O'Brien 2,282,686,341 99.89% 2,578,421 0.11% 2,285,264,762 2,297,772
(l) Fergal O'Dwyer 2,285,255,417 100.00% 9,296 0.00% 2,285,264,713 2,297,821
(m) Jim Pettigrew 2,267,205,134 99.21% 18,059,577 0.79% 2,285,264,711 2,297,823
(n) Jan Sijbrand 2,284,733,018 99.98% 531,688 0.02% 2,285,264,706 2,297,828
(o) Raj Singh 2,284,730,048 99.98% 534,653 0.02% 2,285,264,701 2,297,832
6 To consider the
Directors' Remuneration
Report 2,271,366,683 99.48% 11,950,352 0.52% 2,283,317,035 4,245,498
7 To consider the
Remuneration Policy 2,263,802,719 99.06% 21,461,663 0.94% 2,285,264,382 2,298,151
8 To authorise the
Directors to allot
relevant securities 2,255,583,338 98.70% 29,681,185 1.30% 2,285,264,523 2,298,011
9(a) Limited authorisation for
the Directors to disapply
pre-emption rights 2,284,249,080 99.96% 1,015,491 0.04% 2,285,264,571 2,297,963
9(b) Limited authorisation for
the Directors to disapply
pre-emption rights for
an acquisition or
specified capital event 2,272,783,287 99.45% 12,483,011 0.55% 2,285,266,298 2,296,216
10 To authorise the
purchase by the
Company of its own
shares 2,282,414,638 99.88% 2,787,775 0.12% 2,285,202,413 2,360,121
11 To determine the re
issue price range at
which any treasury
shares held may be re
issued off-market 2,285,147,471 99.99% 118,896 0.01% 2,285,266,367 2,296,149
12 To authorise the
Directors to convene
general meetings on 14
days' notice 2,255,605,846 98.70% 29,657,257 1.30% 2,285,263,103 2,299,431
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 888,749,252 99.75% 2,232,377 0.25% 890,981,629 1,396,580,905

In accordance with Listing Rule 6.1.11 of Euronext Dublin and Listing Rule 9.2.2E of the Financial Conduct Authority, resolutions 5 a), c), d), f), g), h), i), j), k), l), n), and o) relating to the election or re-election of the independent nonexecutive Directors, were passed by majority of each of:

  • the shareholders of the Company, and
  • the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders1 ).

1 Controlling shareholder: shareholder(s) that exercise or control more than 30% of the voting rights of the Company.

Votes cast by shareholders excluding the controlling shareholder are shown below.

Resolution Votes For % Votes % Total Votes Votes
Against Cast Withheld
5 To re-appoint the
following Directors:
(a) Anik Chaumartin 893,513,760 99.94% 529,400 0.06% 894,043,160 2,298,296
(c) Basil Geoghegan 891,991,102 99.77% 2,052,592 0.23% 894,043,694 2,297,771
(d) Tanya Horgan 893,510,728 99.94% 532,949 0.06% 894,043,677 2,297,788
(f) Sandy Kinney
Pritchard 893,675,750 99.96% 367,999 0.04% 894,043,749 2,297,823
(g) Elaine MacLean 891,187,137 99.68% 2,856,614 0.32% 894,043,751 2,297,821
(h) Andy Maguire 893,508,791 99.94% 534,895 0.06% 894,043,686 2,297,885
(i) Brendan McDonagh 892,285,243 99.80% 1,758,553 0.20% 894,043,796 2,297,776
(j) Helen Normoyle 890,240,800 99.80% 1,752,771 0.20% 891,993,571 4,348,001
(k) Ann O'Brien 891,465,379 99.71% 2,578,421 0.29% 894,043,800 2,297,772
(l) Fergal O'Dwyer 894,034,455 100.00% 9,296 0.00% 894,043,751 2,297,821
(n) Jan Sijbrand 893,512,056 99.94% 531,688 0.06% 894,043,744 2,297,828
(o) Raj Singh 893,509,086 99.94% 534,653 0.06% 894,043,739 2,297,832

Notes:

  1. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.

  2. The total number of ordinary shares in issue as at Sunday, 30 April 2023 was 2,618,753,655.

  3. The total number of ordinary shares held by shareholders excluding the controlling shareholder on Sunday, 30 April 2023 was 1,227,532,693.

In accordance with Listing Rule 6.1.60 of Euronext Dublin and Listing Rule 9.6.2 of the Financial Conduct Authority, copies of all resolutions, other than those concerning ordinary business, passed at the AGM today have been submitted to Euronext Dublin and the UK National Storage Mechanism and will be shortly available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

-ENDS-

Contact details:

Conor Gouldson Niamh Hore Paddy McDonnell Group Company Secretary Head of Investor Relations Head of Media Relations AIB Molesworth Street AIB Molesworth Street AIB Molesworth Street Dublin 2 Dublin 2 Dublin 2 Tel: +353-1-7720030 Tel: +353-1-6411817 Tel: +353-87-7390743 email: [email protected]

email: [email protected] email: [email protected]