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AIB Group Plc AGM Information 2026

Apr 30, 2026

1950_rns_2026-04-30_8ffe43c0-eefd-4e79-949b-ac741607df54.pdf

AGM Information

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RESOLUTIONS

OF

AIB GROUP PLC

(the "Company")

At the Annual General Meeting of the Company held at 10 Molesworth Street, Dublin 2 on Thursday, 30 April 2026, the following Resolutions were passed: Resolutions 1 to 9 (inclusive), Resolution 14 were passed as Ordinary Resolutions and Resolutions 10 to 13 (inclusive) and Resolutions 15 to 17 (inclusive) were passed as Special Resolutions.

ORDINARY RESOLUTIONS

  1. To consider the Directors' Remuneration Report as set out on pages 161 to 163 of the 2025 Annual Financial Report (Advisory Resolution).

  2. To consider the Remuneration Policy as set out on pages 155 to 160 of the 2025 Annual Financial Report (Advisory Resolution).

  3. That the aggregate basic fees permitted to be paid to the non-executive Directors in accordance with Article 90 of the Articles of Association shall be fixed at an amount not exceeding €1,200,000 per annum, together with (a) such special remuneration that the Directors may from time to time determine shall be paid to any non-executive Director, whether in substitution for or in addition to their fees as a non-executive Director, while holding the office of Chair or Deputy Chair of the Company and/or (b) such additional remuneration that the Directors may from time to determine shall be paid to any non-executive Director for acting as (i) the Senior Independent Director of the Company and/or (ii) a member and, where applicable, chair of any committee of the board of directors of the Company and/or (iii) a director of any subsidiary of the Company from time to time (and, where applicable, as a member and (as the case may be) chair of any committee of the board of directors of any such subsidiary).

  4. That the Directors be and are hereby authorised pursuant to and in accordance with Section 1021(1) of the Companies Act 2014 (as amended) (the "Act"), in substitution for all existing such authorities, to exercise all the powers of the Company to allot relevant securities (within the meaning of Section 1021 of the Act) up to an aggregate nominal amount of €443,752,301.25 during the period commencing on the date of the passing of this Resolution and expiring at the conclusion of the next annual general meeting of the Company or at 5:00 pm (Irish time) on 31 July 2027 (whichever shall be earlier), provided that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired.

  5. That, subject to the passing of Resolutions 15 and 16, the Directors be and are hereby authorised to make and implement an Odd-lot Offer in accordance with the terms and conditions set out on pages 22 to 24 of the Circular of which this Notice of Annual General Meeting forms part, but so that such authority shall expire on 31 October 2027.


SPECIAL RESOLUTIONS

  1. As separate resolutions:

(a) That, subject to the passing of Resolution 9, the Directors be and are hereby empowered pursuant to Section 1023 of the Act to allot equity securities (within the meaning of Section 1023 of the Act) for cash under the authority given by Resolution 9 as if sub-section (1) of Section 1022 of the Act did not apply to any such allotment, provided that this power shall be limited:

(i) to the allotment of equity securities in connection with a rights issue, open offer or other invitation to or in favour of the holders of Ordinary Shares of €0.625 each where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of Ordinary Shares held by them (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise or with legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory, or otherwise howsoever); and

(ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal amount of €66,562,845.19,

during the period commencing on the date of the passing of this Resolution and expiring on the conclusion of the next annual general meeting of the Company or at 5:00 pm (Irish time) on 31 July 2027 (whichever shall be earlier), provided that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power hereby conferred had not expired.

(b) That, subject to the passing of Resolution 9, the Directors be and are hereby empowered pursuant to Section 1023 of the Act (and in addition to any authority granted under Resolution 10(a)) to allot equity securities (within the meaning of Section 1023 of the Act) for cash under the authority given by Resolution 9 as if sub-section (1) of Section 1022 of the Act did not apply to any such allotment, provided that this power shall be:

(i) limited to the allotment of equity securities up to an aggregate nominal amount of €66,562,845.19; and

(ii) used only for the purposes of financing (or refinancing, if the authority is to be used within twelve 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 for the disapplication of pre-emption rights most recently published by the Pre-Emption Group prior to the date of this Notice of Annual General Meeting,

during the period commencing on the date of the passing of this Resolution and expiring on the conclusion of the next annual general meeting of the Company or at 5:00 pm (Irish time) on 31 July 2027 (whichever shall be earlier), provided that the


Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power hereby conferred had not expired.

  1. That the Company and/or any of its subsidiaries (as defined by Section 7 of the Act) be and they are hereby generally authorised to make market purchases or overseas market purchases (each term as defined in Section 1072 of the Act), 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 Act 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 Euronext Dublin 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 Euronext Dublin, 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 Daily Official List of Euronext Dublin (or any successor publication thereto or any equivalent publication for securities admitted to trading on Euronext Dublin)); and

(ii) the technical standards stipulated by article 5(6) of Market Abuse Regulation 2014 (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 Euronext Dublin 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 next annual general meeting of the Company or at 5:00 pm (Irish time) on 31 July 2027 (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 11, for the purposes of Sections 109 and/or 1078 of the Act, the re-issue price range at which any treasury shares (as defined in the Act) for the time being held by the Company may be re-issued (including by way of re-issue off market) shall be as follows:

(a) the maximum price at which a treasury share may be re-issued off-market shall be an amount equal to 120% of the Appropriate Price; and

(b) the minimum price at which a treasury share may be re-issued off-market shall be:

(i) in the case of a share re-issued under an employees' share scheme (as defined by Section 64 of the Act), an amount equal to the nominal value of such share; or

(ii) in all other cases or circumstances an amount equal to 95% of the Appropriate Price (as defined in paragraph (c)).

(c) For the purposes of this Resolution the expression "Appropriate Price" shall mean the average of the closing quotation prices of Ordinary Shares in the capital of the Company for the five business days immediately preceding the day on which the treasury share is re-issued, as published in the Daily Official List of Euronext Dublin (or any successor publication thereto or any equivalent publication for securities admitted to trading on the market in Ireland on which the Ordinary Shares are from time to time admitted to trading) or if on any business day there shall be no dealing of Ordinary Shares on the trading venue or a closing price is not otherwise available the price which is equal to:

(i) the mid-point between the high and low market guide prices in respect of such shares for such business day as published in the Daily Official List of Euronext Dublin (or any successor publication thereto any equivalent publication for securities admitted to trading on the market in Ireland on which the Ordinary Shares are from time to time admitted to trading); or

(ii) if there shall be only one such market guide price so published, the market guide price so published.

The authority hereby conferred shall commence on the date of the passing of this Resolution and expire at the conclusion of the next annual general meeting of the Company or at 5:00 pm (Irish time) on 31 October 2027 (whichever shall be the 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 Act and Articles 57 and 58 of the Articles of Association, 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.

  2. That, subject to the passing of Resolutions 14 and 16, the terms of the proposed contract providing for the purchase by the Company of certain of its own shares tabled


at the Annual General Meeting and initialled by the Chair for the purposes of identification be and are hereby approved and authorised for the purposes of Section 1075 of the Act and otherwise, but so that such approval and authority shall expire on 31 October 2027.

  1. That Article 163(a)(ii) of the Articles of Association of the Company be and is hereby deleted in its entirety and replaced with the following:

(ii) "Odd-lot" shall mean a holding of 50 or fewer Ordinary Shares in the Company; and

  1. That the entirety of Article 137 and the heading "CAPITALISATION IN RESPECT OF THE WARRANT INSTRUMENT" be and is hereby deleted in its entirety from the Articles of Association of the Company and be replaced with the words "[Not used]".