AIB Group Plc — Proxy Solicitation & Information Statement 2010

Oct 11, 2010

E795

Allied Irish Banks, p.l.c.

Registered Office: Bankcentre, Ballsbridge, Dublin 4. Registered in Ireland, No. 24173.

Internet Voting: You may submit your vote via the internet (see overleaf). To do so, you will need your PIN and Shareholder Reference Number (SRN), shown below.

I/We, the undersigned member(s) of Allied Irish Banks, p.l.c. (the "Company"), hereby appoint the Chairman of the Meeting or [see Note (e) over] as my/our Proxy to vote for me/us and on my/our behalf in the manner indicated below at the Extraordinary General Meeting of the Company to be held on 1 November 2010 and at any and every adjournment thereof. My/Our Proxy shall decide on how to vote on my/our behalf in respect of any procedural resolutions moved at the Meeting. For the appointment of more than one proxy, please refer to Notes (j) and (k) (see reverse).

PLEASE INDICATE WITH AN "X" IN THE BOXES BELOW HOW YOU WISH YOUR VOTE TO BE CAST (see notes overleaf). 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 resolution.

The Directors recommend that you vote FOR this Resolution:
To approve the proposed disposal by the Company of its shareholding in M&T Bank Corporation on the terms and in the manner described in the circular from the Company to shareholders dated 11 October 2010		FOR	Against	Withhold
If you have already submitted a proxy vote for this meeting, please tick here addition to the previous instruction, otherwise this proxy will override any previous instruction. Signature	to indicate that this proxy instruction is in Dated			2010
Attendance Card for Extraordinary General Meeting – 1 November 2010 Signature of Shareholder			Please Detach
			Allied Irish Banks, p.l.c.
Signature of Proxy (if applicable)	Attendance Card for the Extraordinary General Meeting to be held on Monday, 1 November 2010 at Bankcentre, Ballsbridge, Dublin 4, commencing at 11.00 a.m.

Do not post this Attendance Card - complete it prior to arrival at the Extraordinary General Meeting, and present it at the Shareholders' Registration Desk.

A limited number of car parking spaces will be available at Bankcentre at the front and side of the building.

Allied Irish Banks, p.l.c.

NOTES ON COMPLETING THE FORM OVERLEAF

• (a) To be valid, the Form overleaf and, if applicable, any power of attorney or resolution under which it is signed, or a notarially certified copy of such power of attorney or resolution, must be received by the Company's Registrar, Computershare Investor Services (Ireland) Limited, Heron House, P.O. Box 954, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland, not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment of the Meeting.
• (b) This Form must (i) in the case of an individual member be signed by the member or his/her attorney; or (ii) in the case of a corporate member be given either under its common seal or be signed on its behalf by a duly authorised officer of the corporate member.
• (c) Completion and return of this Form will not prevent a member from attending and voting in person at the meeting.
• (d) 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.
• (e) You are entitled to appoint a proxy of your choice. If you wish to appoint a proxy other than the Chairman of the Meeting, please insert the proxy's name and address and delete the words "the Chairman of the Meeting or".
• (f) If this Form 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.
• (g) This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form 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.
• (h) Internet Voting: If, as an alternative to submitting this Form, you wish to submit your proxy appointment and/or vote electronically, you may do so by accessing the Registrar's website at www.computershare.com/ie/voting/aib. 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), and your Shareholder Reference Number (SRN), both of which are shown at the top of the Form overleaf. CREST members who wish to appoint a proxy or proxies via the CREST electronic proxy appointment service should refer to Notes 8 to 11 of the Notice of Extraordinary General Meeting for instructions on how to do so.
• (i) The "Withhold" option is provided to enable you to abstain from voting on the resolutions. However, it should be noted that a vote witheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against the resolutions.
• (j) To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +353 1 247 5411 or you may photocopy this Form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate, by ticking the box provided, if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• (k) A Shareholder who wishes to appoint more than one proxy by electronic means must contact the Registrar by sending an email to clientservices@computershare.ie

Poll card to be completed at the EGM. The Directors recommend that you vote FOR this Resolution:
	FOR	Against	Withhold
To approve the proposed disposal by the Company of its shareholding in M&T Bank Corporation on the terms and in the manner described in the circular from the Company to shareholders dated 11 October 2010