Permanent TSB Group Holding — AGM Information 2011

Jun 27, 2011

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent professional financial adviser being, in the case of persons resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations (Nos. 1 to 3) 2007 or the Investment Intermediaries Act 1995 (as amended) as appropriate and, in the case of persons resident in the United Kingdom, an organisation or firm authorised pursuant to the Financial Services and Markets Act 2000 and, in the case of persons resident outside Ireland and the United Kingdom, from another appropriately authorised independent financial adviser.

The Directors, whose names appear on page 3, accept responsibility for the information contained in this Circular. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.

If you sell or have sold or otherwise transferred all of your Shares, please send this Circular, and the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Such documents should, however, not be distributed, forwarded, transmitted in or into or from any Restricted Jurisdiction.

The distribution of this Circular in or into certain jurisdictions other than Ireland and the United Kingdom may be restricted by the laws of those jurisdictions. Accordingly, copies of this Circular must not be mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction.

This Circular should be read as a whole and in conjunction with the accompanying documents, including in particular, the Form of Proxy. Your attention is drawn to the letter from the Chairman of the Company, which is set out on pages 3 to 17 of this Circular, which contains a recommendation from the Directors that you vote in favour of the Resolutions to be proposed at the EGM. In addition, your attention is drawn to Part II (Risk Factors) of this Circular which sets out and describes certain risk factors that you should consider carefully when deciding whether or not to vote in favour of the Resolutions.

Irish Life & Permanent Group Holdings p.l.c.

(Incorporated in Ireland under the Companies Acts 1963 to 2009 with registered number 474438)

Proposed issue to the Minister of up to g3.4 billion in Ordinary Shares and of g0.4 billion in Contingent Capital Notes

Proposed approval for Whitewash Waiver of obligation under Rule 9 of the Irish Takeover Rules

Proposed renominalisation of all Ordinary Shares

Proposed delisting of all Ordinary Shares from the Official List of the Irish Stock Exchange and the Official List of the UK Listing Authority

Notice of Extraordinary General Meeting

Notice of an Extraordinary General Meeting of the Company to be held at 11.30 a.m. on 20 July 2011 is set out in the Appendix to this Circular. A Form of Proxy is enclosed with this Circular for use at the Extraordinary General Meeting. Forms of Proxy, completed in accordance with the instructions thereon, should be completed so as to be received by the Company's Registrars, Capita Registrars, by post, at Capita Registrars, PO Box 7117, Dublin 2, Ireland or by hand (during normal business hours) at Capita Registrars, Unit 5, Manor Street Business Park, Manor Street, Dublin 7, Ireland, or via the internet (www.irishlifepermanent.ie), subject to the terms and conditions shown on the website, by telefax or via the CREST electronic proxy appointment service, as applicable, by 11.30 a.m. on 18 July 2011.

A copy of this Circular may be downloaded via the Company's website (www.irishlifepermanent.ie) or inspected at the registered offices of the Company (Irish Life Centre, Lower Abbey Street, Dublin 1, Ireland) or at the offices of A&L Goodbody in London (Augustine House, 6A Austin Friars, London, EC2N 2HA, England).

Capitalised terms used in this Circular have the meanings ascribed to them in Part VII (Definitions) of this Circular.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin—Federal Financial Supervising Authority) and authorised and subject to limited regulation by the FSA. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request.

Deutsche Bank AG is acting for the Company and no one else in connection with the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deutsche Bank or for providing advice in connection with the Proposals or any transaction matter or arrangement referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Deutsche Bank AG by the FSMA or by the regulatory regime established thereunder, Deutsche Bank AG accepts no responsibility whatsoever for the contents of this document, including its accuracy or completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, or the Proposals. Deutsche Bank AG accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement.

Davy, which is regulated in Ireland by the Central Bank, is acting for the Company and no one else in connection with the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Davy or for providing advice in connection with the Proposals or any transaction matter or arrangement referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Davy by the FSMA or by the regulatory regime established thereunder, Davy accepts no responsibility whatsoever for the contents of this document, including its accuracy or completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, or the Proposals. Davy accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement.

None of the Minister, the Department of Finance, the Government, the NTMA or any person controlled by or controlling any such person, or any entity or agency of or related to the Government, or any director, officer, official, employee or adviser (including without limitation legal and financial advisers) of any such person (each such person, a Relevant Person) accepts any responsibility for the contents of, or makes any representation or warranty as to the accuracy, completeness or fairness of any information in this Circular or any document referred to in this Circular or any supplement or amendment thereto (each a Transaction Document). Each Relevant Person expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of any Transaction Document. No Relevant Person has authorised or will authorise the contents of any Transaction Document, or has recommended or endorsed any transaction or any course of action contemplated by any Transaction Document.

IMPORTANT INFORMATION: The Company, at this time, is not offering to any person any Shares or any other securities in the Company. This Circular has been prepared pursuant to and in compliance with the Listing Rules solely in order to obtain the approval of the Shareholders for the Resolutions. This Circular does not constitute an offer to sell, or the solicitation of an offer to subscribe for, or buy, Shares or any other securities in any jurisdiction. This Circular is not a prospectus, nor is it a document containing information regarded by the Central Bank of Ireland or the Financial Services Authority of the United Kingdom as being equivalent to that of a prospectus. The Shares have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent a registration statement or an applicable exemption from registration requirements.

Forward-looking Statements and the Risks Associated with Them

This Circular includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''plans'', ''anticipates'', ''targets'', ''aims'', ''continues'', ''expects'', ''intends'', ''may'', ''will'', ''would'' or ''should'' or, in each case, their negatives or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Circular and include statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, their respective results of operations, financial condition, liquidity, prospects and growth strategies and the markets in which they operate.

By their very nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, but without limitation: conditions in the markets, the market position of the Group, earnings, financial position, cash flows, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effect of the events described in this Circular on the Company and the Group. Forward-looking statements contained in this Circular based on these trends or activities should not be taken as a representation that such trends or activities will continue in the future.

A number of material factors could cause actual outcomes and developments to differ materially from those contemplated by the forward-looking statements, including the following:

• whether Shareholders vote in favour of the Resolutions;
• the extent to which the powers provided for under the Stabilisation Act are effected, extended or amended;
• changes to the Group's credit ratings or the credit ratings of Ireland;
• changes to the credit quality of the Group's borrowers;
• availability of sufficient liquidity to enable the Group to fund its businesses;
• change of Government or changes in Government policy;
• restructuring or changes to the Irish banking system;
• changes in the prevailing market conditions in Ireland and other markets in which the Group operates;
• the effects of the Financial Measures Programme or Government policies related thereto or as a consequence thereof; or
• the stability of the Euro Zone Markets.

Except as may be required by law or the Listing Rules, the Prospectus Regulations, the Transparency Regulations, the Market Abuse Rules or the Disclosure and Transparency Rules or by the rules of any applicable regulatory body, the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Circular to reflect any changes in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Past Performance is not a Reliable Indication of Future Performance

Historical facts, information gained from historic experience, present facts, circumstances and information and assumptions from all or any of these are not a guide to future performance. Aims, targets, plans and intentions referred to in this Circular are no more than that and do not imply forecasts.

Presentation of Financial Information

In this Circular, references to ''Euro'', ''e'', ''c'' or ''cent'' are to Euro currency and references to ''\$'', ''US dollars'', ''US\$'', ''dollars'' or ''cents'' are to US currency. The financial information presented in a number of tables in this Circular has been rounded to the nearest whole number or the nearest decimal place. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column. In addition, certain percentages presented in the tables in this Circular reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

Save as otherwise indicated, financial data regarding IL&P and its subsidiaries for the years ended 31 December 2008 and 31 December 2009 is extracted without material adjustment from the 2008 Annual Report and the 2009 Annual Report. Financial data regarding the Company and its subsidiaries for the year ended 31 December 2010 is extracted without material adjustment from the 2010 Annual Report.

Where financial data regarding IL&P and its subsidiaries and the Company and its subsidiaries is not, respectively, extracted from the consolidated financial statements of IL&P and its subsidiaries as set out in the 2008 Annual Report, the 2009 Annual Report or the 2010 Annual Report, it is derived from the underlying unaudited accounting books and records.

Information incorporated by reference is set out on page 58 of Part VI (Additional Information) of this Circular.

TABLE OF CONTENTS

	2
LETTER FROM THE CHAIRMAN	3
RISK FACTORS	18
FURTHER DETAILS ON THE PROPOSALS	30
UNAUDITED PRO FORMA FINANCIAL INFORMATION .	37
GROUP CAPITAL RESOURCES AND LIQUIDITY	43
ADDITIONAL INFORMATION	49
DEFINITIONS	60
	69
.	73
	EXPECTED TIMETABLE OF PRINCIPAL EVENTS APPENDIX: NOTICE OF EXTRAORDINARY GENERAL MEETING ADVISERS TO IRISH LIFE & PERMANENT GROUP HOLDINGS p.l.c.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time and/or Date(1)(2)
Latest time for receipt of Forms of Proxy for the EGM	11.30 a.m. on 18 July 2011
Record date for voting .	6 p.m. on 18 July 2011
Extraordinary General Meeting	11.30 a.m. on 20 July 2011
Renominalisation of Ordinary Shares	6 p.m. on 20 July 2011
Receipt of consideration in respect of the Principal State Investment and issue of related State Securities	Following the EGM but in any event prior to 6 p.m. on 31 July 2011
Delisting of Ordinary Shares from the Official List of the Irish Stock
Exchange and the Official List of the UKLA	6 p.m. on 19 August 2011
Admission of Ordinary Shares to the ESM .	8 a.m. on 22 August 2011

Notes:

(1) All times shown in this Circular are Dublin times unless otherwise stated.

⁽²⁾ The dates and times are indicative only and are subject to change by the Company, in which event details of new times and dates will be notified to the Irish Stock Exchange, the UK Listing Authority, the London Stock Exchange and, where appropriate, to Shareholders.

PART I: LETTER FROM THE CHAIRMAN

Irish Life & Permanent Group Holdings p.l.c.

(Incorporated and registered in Ireland under the Companies Acts 1963 to 2009 with registered number 474438)

Directors of Irish Life & Permanent Group Holdings p.l.c. Registered Office: Alan Cook (Chairman) Irish Life Centre Kevin Murphy (Group Chief Executive) Lower Abbey Street David McCarthy (Group Finance Director) Dublin 1 Bernard Collins (Non Executive Director) Margaret Hayes (Non Executive Director) Roy Keenan (Non Executive Director) Sandy Kinney (Non Executive Director) Ray MacSharry (Non Executive Director) Pat Ryan (Non Executive Director)

Company Secretary Ciaran Long ´

27 June 2011

To Shareholders and, for information only, to members of the Employee Share Schemes

Proposed capitalisation by the Minister, proposed approval for a Whitewash Waiver of the obligation under Rule 9 of the Takeover Rules, proposed delisting from the Official List of the Irish Stock Exchange and the Official List of the UKLA, and other proposed related matters.

Dear Shareholder

1. INTRODUCTION

On 31 March 2011, the Central Bank published the results of the Prudential Capital Assessment Review (PCAR 2011) and the Prudential Liquidity Assessment Review (PLAR 2011) as part of the Financial Measures Programme Report (FMPR). The FMPR was one of the conditions of the Programme of Support. The aim of the FMPR was to place the Irish banking system in a position where it could fund itself and generate capital without undue further reliance on Irish or European public sources.

The FMPR identified a Total Gross Capital Requirement of e4.0 billion for the Group's banking business in order to: (i) achieve a Core Tier 1 Capital Ratio of 6 per cent. (plus an additional buffer) in a stressed scenario by 31 December 2013; and (ii) cover losses associated with the requirement to deleverage the Bank's balance sheet in order to achieve a loan to deposit ratio of circa 122.5 per cent. by 31 December 2013.

The Central Bank requires that in order for the Bank to continue its business it must achieve a Total Gross Capital Requirement of e4.0 billion. The Institutions and the Irish Government have agreed that the Total Gross Capital Requirement of e4.0 billion is subject to appropriate adjustment for any capital generated through asset disposals (including the possible disposal of the Irish Life Group) and the Liability Management Exercise. e2.9 billion of the Total Gross Capital Requirement is required by the Central Bank to be achieved by 31 July 2011 with the balance to follow by no later than the Final Investment Date.

Of this Total Gross Capital Requirement, e0.2 billion will be met from internal Group resources. The Directors have considered the possibility of raising capital from other sources. Given the ongoing systemic problems in the Irish banking system and the amount required compared to the current market capitalisation of the Company, the Directors do not believe that other sources of capital are currently available to the Group to meet the Remaining Capital Requirement. Moreover, the Directors do not believe, at the present time, that there is an alternative source to meet the Remaining Capital Requirement other than the Liability Management Exercise, the possible disposal of the Irish Life Group and the State Investment.

The Group's banking business experienced significant growth in lending in the period 2005 to 2007, with loan balances increasing by e13 billion. This growth reflected the strong demand for residential mortgages in Ireland together with a significant expansion of the Group's UK business which was funded primarily by access to the wholesale debt markets, at very competitive interest rates. Following this period of profitable growth, the Bank's loan to deposit ratio peaked at 274 per cent. in 2008. While this has decreased to 218 per cent. at 30 April 2011, it is still significantly behind the new prudential target level of 122.5 per cent. The growth in loan balances focused to a large extent on tracker mortgages, where the mortgage was priced by reference to the ECB funding rate. At 30 April 2011, residential tracker mortgages accounted for e16.7 billion or 65 per cent. of the Irish mortgage book and e7.1 billion or 98 per cent. of the UK mortgage book. If these mortgages were to be funded in the wholesale markets today, they would be unprofitable given current market conditions.

In the latter part of 2008 and in the early part of 2009, the continuing dislocation in financial markets, the sharp downturn in economic conditions, the substantial deterioration in credit conditions and the severe liquidity constraints negatively impacted financial institutions around the world. In addition to these unprecedented trading conditions, Irish financial institutions experienced more severe and more rapidly deteriorating economic conditions in Ireland than elsewhere, due in large part to the severe deterioration of the Irish property market. The Irish economy entered recession in 2008 following which there was a large increase in the level of unemployment and a rapid fall in house prices leading to a significant increase in the level of impairment provisions over the last three years. This caused the Group to report losses in its banking business in 2009 and 2010.

In common with other Irish banks, and as a consequence of the Irish banks' and the Irish State's credit ratings downgrades, debt markets are currently closed to the Bank. The Bank participates in the ELG Scheme without which it would have been unable to raise debt in 2010 required to fund its operations. The Bank's participation in the ELG Scheme is necessary to maintain its retail and corporate deposits with balances above those guaranteed under the Deposit Guarantee Scheme, albeit at significantly higher costs than historically. The Bank has become increasingly reliant on funding from the ECB and the Central Bank. At 30 April 2011 total funding from the ECB and the Central Bank was e13.1 billion, representing 30 per cent. of the Bank's total funding at that date.

The purpose of this Circular therefore is to ask Shareholders to approve the issue of Ordinary Shares and Contingent Capital Notes to the Minister to facilitate the raising of the required e3.8 billion of Remaining Capital Requirement. If the Resolutions enabling the Ordinary Shares and Contingent Capital Notes to be issued to the Minister under the Proposals are not approved by Shareholders the Directors believe that the entire amount of the Remaining Capital Requirement of e3.8 billion will have to be met by the Irish Government using its powers under the Stabilisation Act, as it has done in relation to another Irish credit institution. The impact of this on Shareholders is detailed in paragraph 10 of this letter.

In the event that the recapitalisation does not occur this would have significant adverse consequences for the Company and Shareholders as a whole. In such circumstances, the Bank would not be able to meet the capital levels set by the Central Bank, would no longer be able to operate its banking business and would have to cease operations. If this were to occur, it is likely that the Bank would have to be wound up with the loss of any remaining shareholder value.

2. BACKGROUND TO THE PROPOSALS

Government and Regulatory Initiatives

As a result of the macro-economic factors mentioned above, a number of measures were implemented by the Irish Government in order to enhance the availability of liquidity and improve access to funding for the Group and other systemically important financial institutions in Ireland including:

• CIFS Scheme: In September 2008, the Minister for Finance introduced the CIFS Scheme which guaranteed certain liabilities of covered institutions, including the Bank and Irish Permanent (IOM) Limited, until 29 September 2010.

• ELG Scheme: On 9 December 2009, the Minister for Finance commenced the ELG Scheme. This was intended to facilitate participating institutions issuing debt securities and taking deposits which were due to mature after the expiry of the CIFS Scheme on 29 September 2010. The Group announced in January 2010 that it had joined the ELG Scheme. The ELG Scheme, as notified to the European Commission, was approved by the European Commission under the EU State aid rules on 20 November 2009. The ELG Scheme has been extended to 31 December 2011. An assumption which the Irish Government provided for in PCAR 2011 was that the ELG Scheme would remain in place to 31 December 2013.
• Emergency Liquidity Assistance: During 2010 the Central Bank also provided emergency liquidity assistance to Irish financial institutions as an additional response to the financial crisis. Loans are advanced to financial institutions under the emergency liquidity arrangements against suitable collateral in line with criteria defined by the Central Bank. As with procedures for ECB eligible collateral, discounts are applied to the collateral in determining the amount of funds that can be borrowed.

The Bank has made significant use of all of these measures and further details of each are set out in Part V (Group Capital Resources and Liquidity) of this Circular.

As indicated above, arising from the FMPR, the Central Bank has identified a Total Gross Capital Requirement of e4.0 billion in respect of the Bank. This e4.0 billion is principally comprised of three components: a PCAR 2011 requirement (e1.1 billion); a PLAR 2011 requirement (e2.2 billion); and a buffer capital requirement (e0.7 billion).

The background to the three component elements is set out below:

PCAR 2011

PCAR 2011 is based on an assessment of potential loan losses for the period 2011 to 2013 for each of the Irish banks included under the FMPR. This assessment was undertaken on behalf of the Central Bank by independent consultants. For the purposes of that assessment, the independent consultants (in consultation with the Central Bank) designed a loan loss impairment model based on a number of economic assumptions and stress scenarios which were applied by the Central Bank to all Irish banks to which PCAR 2011 applied. The result of that modelling indicated potential loan losses of e2.5 billion over the three year period for the Bank.

The Bank also undertook an assessment of its potential loan losses for the period 2011 to 2013 based on the Bank's internal capital models and prudent commercial assumptions and using the same economic assumptions and stress scenarios mentioned above. The outcome of that assessment in respect of the same period indicated potential loan losses of e1.6 billion which were e0.9 billion less than the FMPR findings. The assessment of the Central Bank assumed higher expected rates of default and lower expected realisation values and did not take into account forbearance.

The assessment of the Central Bank gives rise to a requirement for additional Core Tier 1 Capital of approximately e1.1 billion. e0.9 billion arises from the stress scenarios upon which the independent consultants' assessment of potential loan losses was based. The remaining e0.2 billion arises from a previous prudential capital assessment review exercise carried out by the Central Bank on all Irish banks in 2010.

By way of background, this earlier 2010 prudential capital assessment conducted by the Central Bank was undertaken on a substantially different basis to the PCAR 2011. In conducting the PCAR 2011, the Central Bank used a broader framework involving a number of new and additional features (such as deleveraging and buffer capital, as outlined in further detail below) and revised methods and assumptions to be used in the calculation of loan losses, which were not part of any of the Central Bank's previous prudential capital assessments.

PLAR 2011

The PLAR 2011 process established a maximum loan to deposit ratio for four Irish financial institutions of 122.5 per cent. to be achieved by December 2013. At 31 December 2010 the Bank's loan to deposit ratio was 249 per cent. and, following the Bank's purchase of e3.6 billion of deposits from the INBS in February 2011, its loan to deposit ratio had decreased to 218 per cent. at 30 April 2011.

Other than the increase in deposits arising from the INBS acquisition, PLAR 2011 assumed no growth in deposits between the end of 2010 and the end of 2013. Therefore, after allowing for some attrition in the INBS deposits acquired in February 2011, PLAR 2011 assumes that the Bank would be required to deleverage by a net e15.7 billion over the period 2011 to 2013 in order to achieve the 122.5 per cent. target.

The Group will seek to achieve this deleveraging primarily through:

• the possible disposal of the Bank's UK mortgage book of e7.5 billion and its Irish commercial loan book of e2.0 billion, giving rise to an estimated net capital requirement of e2.2 billion; and
• the balance of e6.2 billion will, it is expected, be achieved primarily through a net reduction in core loans as repayments are expected to exceed new mortgage lending over the period to December 2013.

Following these deleveraging initiatives, the Group's banking activities will be refocused on its core Irish residential mortgage and retail banking businesses and will continue to trade in Ireland under the Permanent TSB brand and its strategy will be to provide a competitive full service retail banking alternative to the two main pillar banks.

Buffer Capital

The FMPR also requires the Irish banks to have an additional amount of contingent or buffer capital which is intended to cover further losses beyond 2013. This buffer is a new feature, not previously required. In the case of the Bank, this buffer capital requirement gives rise to a need for an additional amount of capital of e0.7 billion, e0.3 billion of which is required to be Core Tier 1 Capital and e0.4 billion is required to be in the form of Contingent Capital Notes which will qualify as Tier 2 Capital prior to any conversion.

3. THE PROPOSALS

The Remaining Capital Requirement of e3.8 billion is expected to be met by a combination of:

• the State Investment; and
• capital generated by the Company.

To facilitate and/or as a consequence of these measures, the Company is proposing a number of related matters including a renominalisation of share capital, a delisting of the Shares from the Official List of the Irish Stock Exchange and the Official List of the UKLA and an application for the admission of the Shares to the ESM of the Irish Stock Exchange. Furthermore, in order to facilitate the State Investment, the Takeover Panel has agreed pursuant to the Whitewash Waiver to waive the potential obligation of the Minister to make a general cash offer to all Shareholders under Rule 9 of the Takeover Rules, which would otherwise apply as a result of the completion of the Principal State Investment pursuant to the Placing Agreement and the Contingent Capital Agreement, on condition that the Shareholders pass resolution 2 on a poll, the terms of which are set out in the Notice of EGM.

State Investment

Placing Agreement

As of the date of this Circular, the Company and the Bank will enter into the Placing Agreement with the Minister and the NTMA in respect of the State Investment. The Placing Agreement sets out the terms of the e2.7 billion Principal State Investment under which the Minister agrees to subscribe e2.3 billion for approximately 36.2 billion new Ordinary Shares at a price of e0.06345 per Ordinary Share and provides for the execution of the Contingent Capital Agreement pursuant to which the Minister agrees to subscribe for e0.4 billion in Contingent Capital Notes.

The issue price of e0.06345 per Ordinary Share pursuant to the Placing Agreement represents a discount of 10 per cent. to the middle market share price of an Ordinary Share on the Irish Stock Exchange on 23 June 2011.

The Placing Agreement also provides that the Minister may at his option provide the Standby State Investment, together with such additional capital as may be appropriate to enable any commission, fees and expenses relating to the State Investment to be paid, to the Company in the event, or to the extent that, the proposed asset disposals (including the possible disposal of the Irish Life Group), the Liability Management Exercise, the use by the Minister of the Stabilisation Act and alternative measures for burden sharing with bondholders through the introduction of new or amending legislation (subject to the statutory requirement in place at the relevant time being satisfied) or otherwise, do not together generate e1.1 billion of Core Tier 1 Capital by the Final Investment Date. The Standby State Investment may be provided by way of capital contribution, by subscription for Ordinary Shares at a price of e0.06345 per Ordinary Share or by a combination of both. The maximum number of Ordinary Shares that could be issued under the Standby State Investment is approximately 18.4 billion. The Standby State Investment is at the discretion of the Minister and therefore may be subject to such terms and conditions as the Minister deems appropriate at the time of investment.

The investment pursuant to the Placing Agreement is conditional upon the satisfaction (or waiver by the Minister) of certain conditions including:

• (i) the receipt of all necessary regulatory clearances, approvals and consents further details of which are included in Part III (Further Details on the Proposals) of this Circular;
• (ii) the execution of the Contingent Capital Agreement;
• (iii) the Minister and the NTMA being satisfied with the outcome of the ongoing due diligence exercise in respect of the Group being commissioned by the State;
• (iv) the passing of the Resolutions (without amendment, unless any such amendment is acceptable to the Minister);
• (v) the Ordinary Shares being subscribed for or to be issued pursuant to the terms of the Contingent Capital Notes having been validly created and forming part of the Company's authorised but unissued share capital and the Directors being duly authorised under applicable law to allot and issue such Ordinary Shares;
• (vi) the warranties in the Placing Agreement being true, accurate and not misleading at the date of the Placing Agreement through to the Closing Date (being the date of the EGM or as is otherwise agreed between the Minister and the Company);
• (vii) no matter having arisen which may give rise to an indemnity claim under the Placing Agreement prior to the Closing Date;
• (viii) the Company executing all such documentation and providing all information required to comply with the requirements of the Central Bank, the Irish Stock Exchange, the London Stock Exchange, the UKLA and Euroclear; and
• (ix) no material adverse event or change in respect of the Group taken as a whole having occurred in the opinion of the Minister (acting reasonably).

A full list of all conditions to the Placing Agreement are set out in Part III (Further Details of the Proposals) of this Circular.

As a consequence of the State Investment, the Bank is required to prepare an EU Restructuring Plan in respect of the Group's banking business and deliver it to the Minister by 31 July 2011 for submission to the European Commission. Under EU State aid rules, the primary purpose of a restructuring plan is to demonstrate that the entity in receipt of State aid will be viable in the long-term without reliance on State support, that there is adequate burden sharing by the entity and its equity/debt capital holders and that measures are taken to limit distortions of competition arising from the State aid. While the Company is currently in the process of preparing the EU Restructuring Plan on the basis of the procedures and criteria prescribed by the European Commission for such plans, the Directors are unable to assess how long the EU review process will take or the terms under which the European Commission may approve the final EU Restructuring Plan.

As a result of the Group's participation in the Government Guarantee Schemes, the Group has a related party relationship with the Irish Government and Government related entities. Consequently, the entry by the Company into the Placing Agreement, including the associated fees, with the Irish Government constitutes a ''Related Party'' transaction for the purposes of the Listing Rules.

Pursuant to the terms of the Placing Agreement, the Company must comply with the terms of the Minister's Letter. Further details of the terms of the Placing Agreement, including details on certain covenants given by the Company and the requirements of the Minister's Letter (relating to remuneration and other matters), are set out in Part III (Further Details on the Proposals) of this Circular.

Ordinary Shares

Ordinary Shares issued pursuant to the Placing Agreement and Ordinary Shares to be issued on any conversion of Contingent Capital Notes will have the same rights as all existing Ordinary Shares.

Contingent Capital Notes

The Contingent Capital Notes proposed to be issued to the Minister by the Bank (or by an issuing subsidiary guaranteed by the Bank) will comprise e0.4 billion subordinated unsecured Tier 2 debt instruments, with a five year and one day maturity, which will convert or be exchanged immediately and mandatorily in their entirety into Ordinary Shares (if either a capital deficiency or a non-viability event occurs). Conversion shall be at the nominal value of the renominalised Ordinary Shares with the maximum number of Ordinary Shares that could be issued on conversion being approximately 12.9 billion.

In the context of the Central Bank's ongoing March 2011 PCAR framework, while the Contingent Capital Notes will be treated as Tier 2 Capital prior to conversion, they will count as Core Tier 1 Capital upon conversion.

The Contingent Capital Notes carry a fixed mandatory coupon of 10 per cent. of the issue price per annum, payable annually. The Minister may, where he remains the holder of 100 per cent. of the Contingent Capital Notes, in order to facilitate the sale of the Contingent Capital Notes to third party investors, at any time (but becoming effective only from the date of such sale being completed and settled) increase the interest rate to a new level determined by an independent remarketing agent nominated by the Minister, not exceeding 18 per cent. per annum. In addition, the Bank shall provide at the request of the Minister sufficient disclosure to allow for the Contingent Capital Notes to be listed and to be sold to third party investors. The Bank will have the option prior to any such sale of the Contingent Capital Notes being completed and settled to source third party investors at a potentially lower interest rate, but only if it has sourced sufficient investors to purchase an amount equal to the principal amount paid by the Minister for the Contingent Capital Notes on better overall terms. The Minister shall have discretion as to whether to sell to any such investors.

Further details of the terms of the Contingent Capital Notes, including details relating to conversion events, the conversion price and issue of Ordinary Shares are set out in Part III (Further Details on the Proposals) of this Circular.

The Directors believe that the capital being provided through the State Investment is on the best terms available and do not believe there is currently an alternative source to meet the Remaining Capital Requirement other than the LME, the possible disposal of the Irish Life Group and the State Investment.

Capital generated by the Company

The State Investment may be reduced by capital generated from the combination of the Liability Management Exercise and future asset disposals including a possible disposal of the Irish Life Group.

The Group announced on 31 March 2011 that it will attempt to meet an element of the Total Gross Capital Requirement through asset sales, including the possible disposal of the Irish Life Group. The Group further announced on 9 June 2011 that the High Court had granted a direction order to the Minister pursuant to the provisions of Section 9 of the Stabilisation Act. The direction order directs the Bank to make preparations for the possible disposal of the business and assets of the Irish Life Group by either (i) a possible initial public offering of some or all of the Irish Life Group and/or (ii) a possible private disposal of some or all of the Irish Life Group. The direction order allows the preparations for a possible disposal of the Irish Life Group to occur in an orderly manner, consistent with the timetable agreed with the Government and the Institutions. The Board will continue to review the options relating to the possible disposal of the Irish Life Group, with a view to maximising the value of the Irish Life Group to the Company. If it is decided that a disposal of the Irish Life Group is to proceed, the Minister at his discretion may apply for an additional Court order to effect any such disposal. If the Minister applies for and is granted such an order the disposal of the Irish Life Group may not require Shareholder approval.

The potential asset disposals (including the possible disposal of the Irish Life Group) do not form part of the subject matter of the EGM and, to the extent that such disposals do take place, the intention is that they will be effected after the proposed delisting from the Official Lists.

In addition to the capital expected to be generated by the Group through asset disposals, the Company announced on 31 March 2011 that it would undertake a Liability Management Exercise, as part of its commitment to contribute, from internal resources, some of the Total Gross Capital Requirement identified by the FMPR. The Liability Management Exercise is a debt repurchase transaction whereby the Bank seeks to buy back some or all of its subordinated debt at a discount to its nominal value with the difference between the price paid in the Liability Management Exercise and the nominal value of subordinated notes being realised as a gain for the Bank.

On 17 May 2011 the Bank completed the repurchase of e0.3 billion of its subordinated debt at a gain of e0.3 billion, after costs associated with the repurchase were offset by gains on the unwind of related swap positions. On 2 June 2011 the Bank issued a cash tender offer for a further e0.8 billion of its subordinated debt at a discount of 80 per cent. to its par value and on 17 June 2011 it announced that it had, at that point, received acceptances from 60 per cent. of bond holders.

Assuming 100 per cent. acceptance of the tender offer, the Bank expects to realise a gain of approximately e0.7 billion from that offer. The Liability Management Exercise is expected to generate Core Tier 1 Capital of approximately e1.0 billion in aggregate. Further details of the tender offer, including the effect of less than 100 per cent. acceptance, are set out in Part III (Further Details on the Proposals) of this Circular.

While the Irish Life Group is wholly owned by the Bank for legal and accounting reporting purposes, it does not form part of the banking group for regulatory capital purposes. In calculating the Bank's regulatory capital, the investment in the Irish Life Group is included in the Bank's equity at its historic cost to the Bank, increased to reflect any post-acquisition retained profits in the Irish Life Group. Supervisory deductions under current regulatory capital rules require that a maximum of 50 per cent. of the carrying value of the investment in the Irish Life Group must be deducted against Tier 2 Capital with the balance being deducted from Core Tier 1 Capital.

As set out in the 2010 Annual Report, prior to the Liability Management Exercise, the Bank had qualifying Tier 2 Capital of e1.2 billion, which enabled it to allocate a corresponding e1.2 billion of supervisory deductions against its Tier 2 Capital. Following the Liability Management Exercise this e1.2 billion of supervisory deductions will have to be deducted from Core Tier 1 Capital, resulting in a decrease in Core Tier 1 Capital of e1.2 billion.

The interdependency between the LME and the possible disposal of the Irish Life Group will mean that the expected gain to be realised from the LME will be offset, for Core Tier 1 Capital purposes, by the increased supervisory deductions referred to above, pending any disposal of the Irish Life Group.

It is not possible at the date of this Circular to accurately estimate the level of capital that may be generated from the possible disposal of the Irish Life Group due to the following variables: (i) the interdependency between the LME and the possible disposal of the Irish Life Group (as referred to above) and (ii) the uncertainty as to the level of proceeds that may be realised from any such disposal. However, to the extent that the combination of the LME and the possible disposal of the Irish Life Group generate Core Tier 1 Capital of less than e1.1 billion, any shortfall may be contributed by the State under the Standby State Investment.

4. WAIVER OF OBLIGATION TO MAKE A GENERAL OFFER UNDER RULE 9

Implementation of the Principal State Investment will result in the Minister owning in excess of 99 per cent. of the share capital of the Company. Under Rule 9 of the Takeover Rules, if the Minister's holding (owned or controlled) equals or exceeds 30 per cent. of the Voting Rights (in this case as a result of the Principal State Investment), the Minister would be obliged to make a mandatory offer for the balance of the issued ordinary shares of the Company not already owned by him unless this obligation had been previously waived. In order to facilitate the allotment and issue of the Ordinary Shares to the Minister, the Takeover Panel has agreed pursuant to the Whitewash Waiver to waive the potential obligation of the Minister to make a general cash offer to all Shareholders under Rule 9 of the Takeover Rules which might otherwise arise as a result of such issue contemplated by the Placing Agreement.

The Takeover Panel issued the Whitewash Waiver subject to the following conditions:

(a) the passing of an ordinary resolution by the independent Shareholders, on a poll at the EGM, approving the holding by the Minister of in excess of 99 per cent. of the Voting Rights in the Company. The terms of this ordinary resolution are set out in resolution 2 in the Notice of EGM; and (b) that a circular is prepared by the Company in accordance with the Whitewash Guidance Note in the Takeover Rules and that such circular is approved by the Takeover Panel. This Circular has been approved (in this respect only) by the Takeover Panel.

A copy of the Whitewash Waiver together with copies of the letters from Deutsche Bank and Davy Corporate Finance respectively are available for inspection as detailed in paragraph 11 of Part VI (Additional Information) of this Circular.

It should be noted that if resolution 2 (the terms of which are set out in the Notice of EGM) is passed, the Minister would be permitted under the Takeover Rules to further increase his holding of Voting Rights without incurring any further obligation to make a general offer under Rule 9 of the Takeover Rules.

5. USE OF PROCEEDS

Subject to Shareholder approval of the Proposals and assuming that the full amount of the State Investment is made then the total net proceeds received by the Group is expected to be e3.8 billion, e0.4 billion of which will be received in return for the issue of the Contingent Capital Notes and which will be retained by the Bank and invested in debt securities, with the balance of e3.4 billion being used by the Bank to repay borrowings.

Unaudited pro forma financial information for the Group illustrating the effects of the Remaining Capital Requirement, the INBS Transaction and Capital Generated from Group Resources on the financial position and regulatory capital ratios of the Group as at 31 December 2010 as if they had occurred on that date is set out at Section A of Part IV (Unaudited Pro Forma Financial Information) of this Circular. The information has been prepared for illustrative purposes only. You are advised to read the whole of this Circular and not rely solely on the summarised financial information contained in this letter.

6. PROPOSED CANCELLATION OF LISTING ON THE OFFICIAL LISTS IN DUBLIN AND LONDON AND ADMISSION TO THE ENTERPRISE SECURITIES MARKET OF THE IRISH STOCK EXCHANGE

Following the Principal State Investment, the Minister will own in excess of 99 per cent. of the share capital of the Company. As a result, the percentage of Ordinary Shares in public hands will fall below the minimum threshold of 25 per cent. required by the Listing Rules. The consequence is that the Company will no longer be eligible for listing on the Official Lists.

As a result, the Directors believe that immediately following the cancellation of the Company's listing on the Official Lists a managed transition to admission to trading of the Ordinary Shares on the ESM is in the best interests of Shareholders.

While, following delisting from the Official Lists, the Company will no longer be subject to the continuing obligations and the other rules and regulations contained in the Listing Rules, the proposed admission to trading on the ESM will mean that the Company will continue to be subject to regulatory oversight and reporting obligations under the ESM Rules. It will also allow the Company to maintain a public market for the Ordinary Shares.

Subject to approval of the Resolutions at the EGM, the Company will give notice of its intention to cancel its listing on the Official Lists and from trading on the regulated markets of the Irish Stock Exchange and the London Stock Exchange and will apply to the Irish Stock Exchange for admission of the entire issued share capital of the Company to the ESM. The Ordinary Shares will continue to trade on the Official Lists up to and including 19 August 2011 and it is expected that, subject to Shareholder approval at the EGM, the Ordinary Shares will be delisted from the Official Lists and will be admitted to trading on the ESM on 22 August 2011 being a date not less than 20 Business Days following the passing of the Resolutions.

Another result of the Government's ownership of over 99 per cent. of the Ordinary Shares following the Principal State Investment will be that there will be minimal liquidity in the Ordinary Shares. Furthermore, it is not anticipated that any dividends will be paid on the Ordinary Shares in the near term.

Further details on the ESM are set out at Part III (Further Details on the Proposals) of this Circular.

7. CURRENT TRADING AND FUTURE PROSPECTS

On the 18 May 2011 the Company issued the following Interim Management Statement:

''Group Overview

While we believe the worst of the recession appears to be over in Ireland, the recovery in 2011 is expected to be modest with continued weakness in domestic demand and consumer sentiment being partially offset by a strong export sector performance. Residential property prices continue to decline. Although the unemployment rate is showing signs of stabilising, employment is expected to continue to fall in 2011.

The life and investment management businesses are performing broadly in line with expectations although the impact of budgetary changes on customers' disposable incomes has contributed to weaker persistency experience in the Retail Life business. The acquisition of the INBS deposit balances in February has been positive for the Group's banking business but funding conditions continue to be challenging. Arrears on the bank's Irish residential book continue to increase while new mortgage demand has been very subdued year to date.

During the period, the PCAR / PLAR exercises were completed by the Central Bank of Ireland and the results announced in March, which determined an additional f4.0bn capital requirement for the Group.

Life assurance & fund management

New business

Overall sales (annual premium equivalent basis) of life assurance and investment products YTD are running 20% ahead of the corresponding period in 2010 and broadly in line with expectations. ILIM continues to record strong institutional inflows and the life business is seeing strong growth in single premium sales—up 20% (excluding Irish Life International)—but recurring premiums were down 21%. Retail sales are in line with target and ahead of April 2010 levels. Corporate sales are behind expectations because of lower bulk annuity activity as schemes wait for new minimum funding standards rules.

In-force

Risk and expense experience for the first quarter of the year has been in line with expectations. Persistency experience in the Corporate life division was also in line with expectations following the changes made to lapse assumptions in the Corporate life division at the end of 2010. However, lapse experience in the Retail life division in the first quarter of 2011 was ten percentage points ahead of Q1 2010 experience reflecting reduced household incomes and continuing weak business conditions in the domestic economy.

Life costs

Operating costs are running in-line with budget in the life assurance and fund management businesses. A further cost reduction programme is underway in 2011.

Pension levy

The Government announced this month its intention to apply a pension levy of 0.6% on private pension funds and it is expected to raise c. f1.9bn over a four year period.

Capital

As part of its capital management, the life company has repaid the loan of f100m secured on its in-force book, which it had raised and drawn down in 2010. A dividend of f143m will be paid by the life company (Irish Life Assurance plc) to the bank in May 2011.

Banking

Funding

The bank continues to focus on developing its retail deposit base. Retail deposits were c. f13.3bn at the end of April (Dec 2010: f11.1bn), the increase reflects the addition of the Irish Nationwide Building Society (INBS) deposit book in February 2011. However, as expected there has been some attrition on the business transferred (circa f0.3bn) year to date. Existing permanent tsb retail deposit book balances

have otherwise been broadly stable in a very competitive market while current account balances have declined slightly.

PTSB's corporate deposits were f3.3bn at the end of April, including the INBS corporate deposits acquired in February 2011. These deposit levels reflect outflows following further sovereign and bank ratings downgrades this year (Dec 2010: f3.7bn). As at 30 April 2011 the Group remains unable to access the term debt markets and permanent tsb had ECB drawings of f13.1bn (Dec 2010: f13.8bn).

Net interest income

Net interest income is broadly in-line with 2010 year to date. The net interest margin before guarantee costs is currently running slightly ahead of the 2010 level (FY 2010: 86bps). Given the funding mix and the application of higher ELG charges, the government guarantee costs in 2011 are running significantly ahead of the prior year.

Lending

Lending demand in permanent tsb's home mortgages and consumer finance continues to be extremely weak and new advances for Q1 were approximately 40% lower than in Q1 2010.

Credit quality

Arrears in the Irish residential and commercial mortgage books continue to rise in 2011. The Irish residential mortgage arrears cases (over 90 days) increased by 17% to 13,500 at the end of April. Early arrears (under 90 days) cases have risen from 4,800 cases at Dec 2010 to just over 5,000 cases at end April 2011.

Consumer finance arrears are stable and our UK mortgage book continues to trend downwards, comparing favourably at end March 2011 (1.94%) to the industry CML +3 month arrears cases (2.44%).

Loan impairment provisions

Based on trends to date and current assumptions, loan impairment provisions are expected to be broadly in-line with the 2010 level (FY 2010 actual f420m). As outlined in our March PCAR / PLAR presentation, the total impairments over the next 3 years based on the PCAR base case scenario will be f1.2bn, of which circa f620m would occur in the full year 2011.

Bank costs

Total costs, excluding restructuring costs, are running in line with expectations. A further phase of restructuring is being undertaken in relation to both the acquired INBS business and the existing PTSB banking operations.

Capital

The Central Bank of Ireland completed its PCAR / PLAR review of the bank in March 2011. This exercise determined a gross capital requirement of some f4.0bn for the Group in order to meet the requirements of (i) a target core equity Tier 1 capital ratio of 6% in a stress case scenario and (ii) de-leveraging the bank's balance sheet in order to achieve a Loan to Deposit Ratio of approximately 122.5% by December 2013.

The Group intends to meet its increased capital requirement through an asset disposal programme, undertaking a liability management exercise in relation to its Tier 2 debt and through the issue of additional capital to the Irish State.

Work has commenced on the first steps of the de-leveraging plans in relation to the bank's UK residential loan book and Irish commercial book.

The first phase of the liability management exercise commenced in the last week with f320m of upper Tier 2 debt bought back in a bilateral transaction generating over f290m of Tier 1 equity.

Preparation work for the restructuring of the Group is ongoing and a further update will be provided in due course.''

The Board's expectations for the financial and trading prospects for the Group as set out in the IMS remain unchanged as at 24 June 2011, being the latest practicable date prior to the date of this Circular.

8. RISK FACTORS AND FURTHER INFORMATION

For a discussion of the risks and uncertainties which you should take into account when considering whether or not to vote in favour of the Resolutions, please refer to Part II (Risk Factors) of this Circular.

Your attention is also drawn to the information set out in the rest of this Circular, in particular, to the additional information set out in Parts III to VI of this Circular. You should read the whole of this Circular and not rely solely on the information set out in this letter.

Further details of the Liability Management Exercise, the State Investment and the ESM are set out in Part III (Further Details on the Proposals) of this Circular.

9. EXTRAORDINARY GENERAL MEETING

A notice convening the Extraordinary General Meeting is set out in the Appendix to this Circular, and the terms of the Resolutions proposed to be passed at the EGM are set out in the notice. The EGM will take place at 11.30 a.m. on 20 July 2011. It is being held for the purpose of considering and, if thought fit, passing three resolutions, two of which will be proposed as ordinary resolutions while the other resolution will be proposed as a special resolution. Shareholders should note that resolution 1 is conditional on resolution 2 and resolution 3 being passed, and that resolution 3 is conditional upon resolution 2 being passed. The Resolutions must be passed to permit the completion of the State Investment in accordance with the terms of the Placing Agreement.

Ordinary resolutions require the approval of the majority of those Shareholders present and voting (in person or by proxy) at the EGM. Special resolutions require the approval of not less than 75 per cent. in value of those Shareholders present and voting (in person or by proxy) at the EGM. The Board believes it is important that the intentions of all Shareholders who register a vote are fully taken into account. It is the Chairman's intention to call a poll on each resolution proposed at the EGM.

1 Resolution 1 (Ordinary Resolution)

(a) To increase the Company's authorised share capital

This increases the authorised share capital of the Company by e22,400,000,000 by the creation of 70,000,000,000 new Ordinary Shares of e0.32 each to facilitate the State Investment and to issue any Ordinary Shares following any conversion of any Contingent Capital Notes. This would represent an increase of approximately 17,500 per cent. of the Company's authorised euro denominated ordinary share capital.

(b) To grant the Directors' authority to allot relevant securities

This replaces the section 20 authority conferred at the Company's 2011 annual general meeting for the purpose of authorising the Directors to allot relevant securities pursuant to and in accordance with section 20 of the Companies (Amendment) Act, 1983. The new section 20 authority is necessary: (i) to authorise the Directors to allot State Securities under the State Investment; and (ii) to issue any Ordinary Shares following conversion of any Contingent Capital Notes. Once passed this will grant sufficient authority to the Directors to allot such Ordinary Shares without further authority or approval from Shareholders. The maximum nominal amount of securities which the Directors will have power to allot under this authority is e22,439,429,648, representing approximately 25,300 per cent. of the Company's entire issued euro denominated ordinary share capital. Unless renewed or revoked, the new section 20 authority will remain in full force and effect until it expires on 20 July 2016.

Should the State Investment be provided in full, the maximum number of Ordinary Shares to be issued pursuant to this authorisation represents approximately 24,400 per cent. of the total euro denominated Ordinary Shares in issue, at 24 June 2011.

(c) To approve the State Investment for the purposes of the Listing Rules

As a result of the Company's participation in the Government Guarantee Schemes, the Company and the Irish Government and Government related entities are regarded as being related parties for the purposes of the Listing Rules. The Listing Rules require Shareholder approval before related parties can enter into certain transactions, including the State Investment. Accordingly, we are asking Shareholders to approve the State Investment as comprised in the Placing Agreement as a related parties transaction required by the Listing Rules.

2 Resolution 2 (Ordinary Resolution)

To approve the Whitewash Waiver of the obligation of the Minister to make a mandatory offer under Rule 9 of the Takeover Rules

The Takeover Panel has waived the obligation of the Minister to make a general cash offer to all Shareholders under Rule 9 of the Takeover Rules, which would otherwise arise as a result of the completion of the Principal State Investment pursuant to the Placing Agreement and the Contingent Capital Agreement as explained in further detail in paragraph 4 of this Part I on condition that the Shareholders vote in favour of this ordinary resolution 2.

Voting on resolution 2 will be conducted by way of a poll of the Shareholders.

3 Resolution 3 (Special Resolution)

(a) To reduce the nominal value of the shares

Pursuant to the articles of association of the Company and the Companies Acts, the Company is not permitted to issue Ordinary Shares at a discount to their nominal value, which is currently e0.32 per Ordinary Share. It is therefore proposed that the Company carry out the renominalisation, pursuant to which each existing issued and unissued Ordinary Share at 6 p.m. on 20 July 2011 will be subdivided into 320 Ordinary Shares of e0.001. Immediately following such subdivision, 289 Ordinary Shares out of every 320 shall be consolidated into one deferred share of e0.289 in the capital of the Company and 31 Ordinary Shares out of every 320 shall be consolidated into one Ordinary Share of e0.031. The purpose of the issue of the deferred shares is to ensure that the reduction in the nominal value of the Ordinary Shares does not result in a reduction in the capital of the Company.

Each Shareholder's proportionate interest in the issued Ordinary Shares of the Company will remain unchanged. Aside from the change in nominal value, the rights attaching to the e0.031 Ordinary Shares (including voting and dividend rights and rights on a return of capital) will be identical in all respects to those of existing e0.32 Ordinary Shares. No new share certificates will be issued in respect of the e0.031 Ordinary Shares as existing share certificates for existing Ordinary Shares will remain valid in respect of the same number of e0.031 Ordinary Shares arising from the renominalisation. The renominalisation will not affect the Company's net assets. Consequently, renominalisation should not of itself affect the value of the Ordinary Shares.

Each deferred share created on the renominalisation becoming effective will have no voting or dividend rights and, on a return of capital on a winding up of the Company, will have the right to receive the amount paid up thereon only after Shareholders have received, in aggregate, any amounts paid up thereon plus e10 million per Ordinary Share, the purpose of which is to ensure that the deferred shares have no economic value. No share certificates or documents of title will be issued in respect of any deferred share, nor will CREST accounts of Shareholders be credited in respect of any entitlement to deferred shares, nor will any deferred share be admitted to the Official Lists or any other investment exchange. No deferred share shall be transferable at any time, other than with the prior written consent of the Directors.

(b) To adopt new articles of association of the Company and amend the memorandum of association of the Company

This proposes amendments to the current articles of association of the Company, which amendments will be effected by adopting the Articles of Association. The amendments relate to the increase in authorised share capital, the renominalisation of the Ordinary Shares, the creation of a new class of deferred share, shareholder rights to share certificates and consequential changes to other parts of the current articles of association of the Company. It also proposes that the Company's memorandum of association be amended to reflect the increase in share capital and renominalisation referred to above.

A copy of the amended memorandum of association and new Articles of Association (showing all changes from the Company's existing memorandum and articles of association) will be available for inspection at the registered office of the Company located at Irish Life Centre, Abbey Street, Dublin 1 and also at the offices of A&L Goodbody, 6A Austin Friars, London EC2N 2HA during normal business hours from the date of this Circular up to and including 20 July 2011 and at the place of the Extraordinary General Meeting for at least 15 minutes before and during the Extraordinary General Meeting.

(c) Authority for the Directors relating to allotting Shares on a non pre-emptive basis

This asks Shareholders to give authority to the Directors to disapply pre-emption rights relating to the issue of Ordinary Shares under the State Investment and relating to Ordinary Shares to be issued following conversion of any Contingent Capital Notes. Pre-emption rights provide that a company will not issue shares for cash to any person unless it has made an offer to existing Shareholders on a proportionate basis first. Shareholders are being asked to confer on the Directors, for a period of 5 years from the passing of this resolution (the Expiry Date), power to disapply pre-emption provisions in connection with the State Investment and the issue of Ordinary Shares following conversion of any Contingent Capital Notes. Any power to disapply pre-emption rights granted pursuant to this resolution shall apply to the issue of State Securities under the State Investment and the issue of Ordinary Shares following a conversion of Contingent Capital Notes, even if such issue takes place after the Expiry Date.

(d) To de-list from the Official Lists and from trading on the regulated market of the Irish Stock Exchange and the main market of the London Stock Exchange

This approves applications to delist the Shares from the Official Lists and from trading on the regulated market of the Irish Stock Exchange and the main market of the London Stock Exchange. The Company intends to seek admission to the ESM.

10. EFFECT OF NOT APPROVING THE PROPOSALS

Should Shareholders not vote in favour of the Resolutions set out in the Appendix to this Circular, the Directors believe that the Minister for Finance would be likely to invoke the Stabilisation Act as occurred recently in relation to another Irish credit institution and inject the required capital into the Company on terms which may be less favourable than those currently envisaged under the State Investment. The timing of such intervention is at the discretion of the Government and the Irish courts and therefore not within the control of the Directors.

If the Resolutions (including resolution 2 in relation to the proposed Whitewash Waiver of the obligation under Rule 9 of the Takeover Rules) are not passed at the EGM, and an application to the High Court for a direction order to effect a recapitalisation of the Company pursuant to the Stabilisation Act is made by the Minister and such order is granted (and no application is made to the High Court for the setting aside of such order or any such application as is made is denied by the High Court), the Minister will not be obliged to make any mandatory offer to the minority shareholders of the Company pursuant to Rule 9 of the Takeover Rules as a result of that recapitalisation because the Takeover Panel has granted an additional waiver to the Minister from Rule 9 in those circumstances. A copy of the additional waiver letter to the Minister is available for inspection as detailed in paragraph 11 of Part VI (Additional Information) of this Circular.

In the event that the Minister is granted a direction order under the Stabilisation Act to effect the State Capitalisation any Shareholder may apply to the High Court seeking to have the order set aside. The procedure that would apply in the event that the Minister were to seek a direction order under the Stabilisation Act to effect the State Investment is summarised in paragraph 13 of Part VI (Additional Information) of this Circular.

The terms on which such Stabilisation Act powers might be used are not known at this stage and could result in further dilution of Shareholders. However, given the resultant Government shareholding, any injection of capital through use of the Stabilisation Act powers would prevent the Company from complying with its continuing obligations under the Listing Rules (which require a minimum of 25 per cent. of the Company's Ordinary Shares to be in public hands) which would result in the Company being delisted without a Shareholder vote. In such circumstances, there is also no guarantee that Ordinary Shareholders would be able to trade their Shares on the ESM.

The very serious consequences for the Company of the new capital not being provided by the Irish Government have been noted in paragraph 1 of this letter.

11. ACTION TO BE TAKEN

A Form of Proxy for use in connection with the Extraordinary General Meeting is enclosed. Whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete and sign the accompanying Form of Proxy and return it, in accordance with the instructions printed on it, by post or (during normal business hours) by hand to the Company's Registrars, Capita Registrars, by post, at Capita Registrars, PO Box 7117, Dublin 2, Ireland or by hand (during normal business hours) at Capita Registrars, Unit 5, Manor Street Business Park, Manor Street, Dublin 7, Ireland to arrive as soon as possible and, in any event no later than 11.30 on 18 July 2011. Alternatively you can submit your proxy electronically at the Company Registrar's website, www.capitaregistrars.ie, subject to the terms and conditions shown on the website. The deadline for receipt of electronic proxies is 11.30 on 18 July 2011. Any electronic communications found to contain a virus will not be accepted. If you hold shares in CREST, you may appoint a proxy by completing and returning the CREST Proxy Instruction to the Company Registrars so that it is received no later than 11.30 on 18 July 2011. The return of a completed Form of Proxy or the transmittal of an electronic proxy or Crest Proxy Instruction will not prevent you from attending the Extraordinary General Meeting and voting in person (in substitution for your proxy votes) should you wish to do so and are so entitled.

If you have any questions about the completion and return of the Proxy Form or the contents of this Circular, please contact the Shareholder helpline on 01 8102453 from Ireland or +353 1 8102453 from overseas. The helpline is open from Monday to Friday 9 a.m. to 5 p.m. This helpline will only provide practical information and will not provide financial, legal or taxation advice. For financial, legal or taxation advice you will need to consult an appropriately authorised independent financial, taxation or legal adviser.

12. DIRECTORS' ASSESSMENT

Mr Ray MacSharry and Ms Margaret Hayes, the two Directors originally nominated by the Minister for Finance pursuant to the CIFS Scheme (and who, as a result, constitute ''related parties'' for the purposes of the Listing Rules), have abstained from the consideration and recommendation of the Proposals and will not vote on the Resolutions and will take all reasonable steps to ensure that their associates will not vote on the Resolutions to approve the Proposals.

As expressed in our announcement on 31 March 2011, the capital requirements outlined in the FMPR were more than the Directors had considered necessary even in a stressed scenario. As indicated earlier, a significant factor in this difference is that in conducting the PCAR 2011, the Central Bank used a broader framework involving a number of new and additional features (such as deleveraging and buffer capital) and revised methods and assumptions to be used in the calculation of loan losses, which were not part of any of the Central Bank's previous prudential capital assessments.

While it is disappointing to have to bring these Proposals to Shareholders, the Board, having taken legal and financial advice and following discussions with the State in relation to the capital requirements of the Group, nonetheless believes them to be in the best interests of the Company and the Shareholders as a whole, given the lack of alternative options available, for the following reasons:

• the Bank requires the Remaining Capital Requirement of e3.8 billion, of which e2.9 billion is required no later than 31 July 2011, in order to meet the capital levels set by the Central Bank and without this capital would no longer be able to operate its banking business and would have to cease operations. If this were to occur, it is expected that the Group would have to be wound up with the loss of any remaining Shareholder value;
• the Directors do not believe that there is currently an alternative source to meet the Remaining Capital Requirement other than the combination of the Liability Management Exercise, the possible disposal of the Irish Life Group and the State Investment on the terms and structure currently being offered (as stated above, the potential asset disposals (including the possible disposal of the Irish Life Group) do not form part of the subject matter of the EGM and, to the extent that such disposals do take place, the intention is that they will be effected after the proposed delisting from the Official Lists); and
• as set out in paragraph 10 above, should the State Investment not be approved by Shareholders, it is the Directors' view that the Remaining Capital Requirement of e3.8 billion would have to be met by the Irish State as a result of the Minister using his powers under the Stabilisation Act on terms which

may be less favourable to Shareholders than those outlined in this Circular. The other alternative to the State Investment would be full nationalisation, which may result in the loss of any remaining Shareholder value.

The Board believes therefore that the State Investment is the only viable alternative for the Company and the Shareholders as a whole in the present circumstances and, given the risk of further value destruction in the event that the Proposals are not implemented, recommend that Shareholders vote in favour of the Resolutions as outlined in paragraph 9 of this letter. As noted above, neither Mr Ray MacSharry or Ms Margaret Hayes took part in the Board's consideration of the matter.

13. RECOMMENDATION

The Board who have been so advised by Deutsche Bank and Davy Corporate Finance, who are providing independent advice to the Board, inter alia, because the Proposals constitute a related party transaction for the purposes of the Listing Rules and for the purposes of the Whitewash Waiver of the potential obligation of the Minister to make a general cash offer to all Shareholders under Rule 9 of the Takeover Rules, considers the Proposals to be fair and reasonable so far as the Company and the Shareholders as a whole are concerned. In providing advice to the Board, Deutsche Bank and Davy Corporate Finance, have taken into account the Board's commercial assessment of the Proposals. Since Mr Ray MacSharry and Ms Margaret Hayes constitute ''related parties'' for the purposes of the Listing Rules, neither of them took part in the Board's consideration of the matter nor was the commercial assessment of either of them taken into account by Deutsche Bank or Davy Corporate Finance.

The Board believes the Proposals to be in the best interests of the Company and the Shareholders as a whole. Again, neither Mr Ray MacSharry nor Ms Margaret Hayes, took part in the Board's consideration of the matter.

Accordingly the Board recommends that you vote in favour of the Resolutions. The members of the Board holding beneficial interests in Shares intend to vote, in respect of their own beneficial interests of 182,445 Shares representing approximately 0.066 per cent. of the Ordinary Shares of the Company, in favour of the Resolutions. Mr Ray MacSharry and Ms Margaret Hayes will not be voting and have not been party to the Board's consideration of the matter.

Yours faithfully

Alan Cook Chairman

16JUN201112493174

PART II:

RISK FACTORS

This Part II addresses the risks relating to the Proposals and existing and future material risks relating to the Group and to the Ordinary Shares. The risks are those risks which the Board currently believes to be material to the Group. Some risks are not yet known and some that are not currently deemed or considered material could later prove to be material. All of the risks could materially adversely affect the Group, its business, revenues, results, financial condition, liquidity, prospects and share price. Prior to voting on the Resolutions, Shareholders should consider all of the risks fully and carefully, together with all other information set out in this Circular. The risks have not been set out in order of importance and Shareholders should consider all of the risks equally.

The risks are examined under the following headings:

• A. Risks relating to the Proposals;
• B. Risks relating to the Group; and
• C. Risks relating to the Ordinary Shares.

A. RISKS RELATING TO THE PROPOSALS

1. If the Resolutions are not approved by Shareholders, the Government may seek to use statutory powers to inject capital on a compulsory basis.

On 31 March 2011, the Central Bank published the PCAR 2011 and PLAR 2011 results, which identified a gross capital requirement of e4.0 billion for the banking business of the Group. Of this Total Gross Capital Requirement, e0.2 billion will be met from internal Group resources. The Board expects that the Irish Government will support the Group in meeting the Remaining Capital Requirement (as part of its commitment under the terms of the Programme of Support) to the extent that the remaining e3.8 billion of capital cannot be raised by the Group by means of asset disposals, through the Liability Management Exercise, through use by the Minister of the Stabilisation Act or through alternative measures for burden sharing with bondholders through the introduction of new or amending legislation (subject to the statutory requirements in place at the relevant time being satisfied) or otherwise. The Group anticipates that the Principal State Investment will be introduced by the Government in exchange for Ordinary Shares and Contingent Capital Notes on the terms described in more detail at Part III (Further Details on the Proposals) of this Circular, subject to Shareholder approval.

If the Shareholders do not pass the Resolutions to facilitate the State Investment, the Government has available to it statutory powers under the Stabilisation Act pursuant to which it may apply for an order from the Irish courts to inject the capital on a compulsory basis without the requirement for Shareholder approval. If the Government exercises the powers available to it under the Stabilisation Act, and obtains an order from the Irish courts to facilitate the State Investment, none of the Group, the Directors or the Shareholders would have any control over the terms or timing of such capital injection, and there is a risk that such investment might be on terms less favourable to the Group and the Shareholders than those contemplated for the State Investment. In such circumstances, Shareholders could suffer further dilution and lose some or all of the remaining value of their Ordinary Shares.

Furthermore, if the Shareholders do not pass the Resolutions, there is no guarantee that the Irish courts would grant an order to the Government to facilitate the State Investment on the terms sought, or at all. Should the Irish courts not grant such an order, this would pose a significant risk to the ability of the Group to continue its banking business.

2. There is a risk that regulatory and other third party consents required in relation to the State Investment may not be forthcoming.

The Government is currently in the process of liaising with the European Commission to confirm whether or not a merger control filing under the EU Merger Regulation would be required in respect of the State Investment. If it is, it may not be possible to implement the State Investment until approval is obtained from the European Commission. If the European Commission confirms that no merger control filing is necessary under the EU Merger Regulation, it is possible, but unlikely, that national merger control regimes could apply to the State Investment. However, the Group is not aware of any mandatory merger control notification requirements applying in any jurisdiction in which the Group has a permanent presence and turnover. If a merger control notification is required in any such jurisdiction, it may not be possible to implement the State Investment unless and until approval is obtained from the relevant authorities. The State Investment is subject to approval by the European Commission as to compatibility with EU State aid rules and no guarantee can be provided that the European Commission will approve any State aid, or do so on satisfactory terms.

In addition to the Shareholder approvals and the regulatory consents and clearances referred to in Part III (Further Details on the Proposals) of this Circular, the Group may require consents from contract and other counterparties in order to proceed with the State Investment. Such consents and clearances may not be obtainable within a sufficient time, or at all. A failure to obtain any necessary consent or clearance could have a material adverse effect on the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

B. RISKS RELATING TO THE GROUP

The risks set out below are those particular risks that the Group faces now, or that the Group may face in the future, that Shareholders should consider, together with all other information set out in this Circular, in determining how to vote in relation to the Proposals.

1. The Group is subject to risks relating to the EU Restructuring Plan.

The results of the stress tests on the Irish banking system published by the Government on 31 March 2011 gave rise to additional capital requirements for the Bank. These capital requirements are expected to be met by the Bank through, amongst other measures, the State Investment, which would constitute the granting of State aid by Ireland to the Bank and require prior approval from the European Commission under EU State aid rules. It is intended that approval will be sought by Ireland from the European Commission for the State aid arising. Under this process, the Group is required to submit the EU Restructuring Plan through the Department of Finance to the European Commission by 31 July 2011 (or such other date as may be decided by the European Commission) for approval under EU State aid rules.

As part of its review, the European Commission is required to consider whether the EU Restructuring Plan demonstrates the Group's long-term viability without reliance on State support, that there is adequate burden sharing by the Group (and its equity/debt capital holders) and that measures are taken to limit distortions of competition arising from the State aid. There is a risk that the European Commission will not approve the granting of the State aid or be satisfied as to the Bank's viability and may require that the business of the Bank, or parts of it, be sold to, or merged with, another financial institution, or wound down.

Based on the outcomes of similar reviews of the restructuring plans of other European banks under EU State aid rules, it appears that the European Commission may impose conditions on the Group in connection with the approval of the EU Restructuring Plan that could include (without limitation):

• compelling the Bank to reduce its balance sheet substantially, including through divestment of certain businesses, brands or the Group's branches in addition to those already announced; and/or
• imposing certain behavioural restrictions on the Bank, which could include: (i) prohibiting the Bank from doing business on more favourable terms than other market participants; (ii) prohibiting the Bank from providing certain products to certain markets or segments of markets; (iii) restricting the Bank's ability to pay dividends on shares or interest payments on debt securities, including hybrid capital instruments; or (iv) prohibiting proposed mergers or acquisitions by the Bank in Ireland, the United Kingdom and/or in other markets.

The EU Restructuring Plan, to be agreed with the European Commission, may also give rise to additional costs related to the legal and financial assessment of potential transactions for the Bank. Its implementation may also result in increased operating and administrative costs for the Bank. The restructuring submission will include a number of scenarios including a business plan and PCAR and PLAR base case and will cover the period 2011 to 2015.

Any of the above factors in the context of the EU Restructuring Plan or a failure to secure the European Commission's approval for State aid (including a restructuring plan under EU State aid rules) could have a materially adverse effect on (among other things) the Bank's business, revenues, results, financial conditions and prospects, capital ratios, liquidity and share price.

2. The Bank relies on customer deposits to fund a considerable portion of its loan portfolio, the ongoing availability of which is sensitive to factors outside of the Bank's control. Loss of consumer or retail confidence in the Bank's business or in banking businesses generally, amongst other things, could result in unexpectedly high levels of customer or retail deposit withdrawals which could materially adversely affect the Bank's business, revenues, results, financial condition, liquidity, prospects and share price.

The ELG Scheme and the Deposit Guarantee Scheme, pursuant to which the customers of the Bank benefit from a Government guarantee of the Bank's deposits, are of significant importance in retaining and growing deposits in the Group's banking business which are a key element of its funding strategy. The ELG Scheme has been extended to 31 December 2011. An assumption which was provided for in PCAR 2011 was that the ELG Scheme would remain in place to 31 December 2013. Were the ELG Scheme or the Deposit Guarantee Scheme to be withdrawn or not renewed, there is a significant risk that the resulting loss in confidence would cause a significant level of deposit withdrawals, particularly by corporate customers from the Bank.

The PLAR 2011 established funding targets for banks in order to reduce leverage in the overall Irish banking system. The central target is the loan to deposit ratio (LDR), which has the explicit purpose of reducing the balance sheets of domestic banks. The target LDR for all banks and for the Bank is 122.5 per cent. by December 2013. There is a risk that this target will lead to an increase in competition for deposits among all banks with the result that the Bank may not be able to retain the same level of deposits and/or may have to pay higher rates to retain or attract deposits. This would result in the need to deleverage some of its core business which could have an impact on the Bank's viability, profitability and financial position.

At 30 April 2011, 37 per cent. of the Bank's funding was sourced from customer accounts. The Bank's lending activities will depend, in part, on the availability of customer deposits on appropriate terms. Loss of consumer confidence in the Bank's business or in banking businesses generally could result in unexpectedly high levels of customer deposit withdrawals, which could materially adversely affect the Bank's ability to fund its operations and its business, revenues, results, financial condition, liquidity, prospects and share price. The ongoing availability of customer deposits to fund the Bank's loan portfolio is also subject to potential changes in certain factors outside the Bank's control, such as a loss of confidence of depositors in either the Irish economy in general, the financial services industry or the Bank specifically, further ratings downgrades, significant further deterioration in economic conditions and the availability and extent of deposit guarantees (including as a result of regulatory changes to deposit guarantee schemes and/or changes to the ELG Scheme). In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider that these factors could lead to a reduction in the Bank's ability to access customer deposit funding on appropriate terms and to sustain deposit outflows, both of which would impact the Bank's ability to fund its operations.

Retail deposit withdrawals can be exacerbated by, among other factors, fiscal measures introduced by the Government, lower savings rates being available in the market, and increased unemployment. Should the Bank experience an unusually high level of withdrawals this could materially adversely affect the Bank's business, revenues, results, financial condition, liquidity, prospects and share price and could, in extreme circumstances, prevent the Bank from funding its operations and meeting its minimum liquidity requirements. In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the fact that in such circumstances, the Bank may not be in a position to continue to operate without additional funding support, which it may be unable to access.

3. The Bank is required to meet minimum liquidity requirements. There is a risk that the requirement to meet the minimum liquidity requirements in the future could materially adversely affect the Bank's business, revenues, results, financial condition, liquidity, prospects and share price.

The Central Bank requires that the Bank's levels of liquidity be maintained, based on various cash flow stress tests, in order to ensure that the Bank's funding profile has an appropriate spread of maturities. The key limits applied are that the Bank must have sufficient available liquidity to cover 100 per cent. of outflows over the next 8 days and 90 per cent. of outflows over the subsequent 9 to 30 days. As a consequence of the industry-wide funding difficulties experienced from the last quarter of 2010, particularly the increased reliance on ECB funding which is short term in nature and rolls over frequently, the Bank has breached and is currently in breach of these limits, with the average liquidity coverage over

the last 6 months of 70 per cent. and 54 per cent. for the next 8 days and 9 to 30 days respectively. The Bank has and continues to report these breaches to the Central Bank.

The Bank is required to comply with the regulatory capital regulations which may require changes in the Bank's sources of funds. These changes may be dependent on factors outside the Bank's control, including the timing of the re-opening of wholesale funding market to Irish banks. In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider that such changes may adversely impact on the Bank's business, revenues, results, financial condition, liquidity, prospects and share price.

4. The Group may face reputational risks which could materially adversely affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

Reputational risk is inherent in the Group's business. Negative public or industry opinion can result from the actual or perceived manner in which the Group conducts its business activities or from actual or perceived practices in the banking, insurance or asset management businesses, such as the mis-selling of financial products or unit pricing errors. Negative public or industry opinion may adversely affect the Group's ability to keep and attract customers and, in particular, corporate and retail depositors, policyholders and investors, the loss of whom could, in each case, materially adversely affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

5. The Government may exercise its very broad statutory powers (or its voting power as a majority shareholder) in a manner that could materially adversely affect Shareholders and the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

The Government introduced a range of new legislation in response to the financial crisis, under which it enjoys very broad powers in relation to Relevant Institutions like the Bank (including under the Stabilisation Act) which gives the Government the power to make a range of orders and directions in relation to a Relevant Institution including, but not limited to, removing any director, officer or employee of a Relevant Institution, assuming the shareholder powers of a Relevant Institution, and directing the drawing up of restructuring plans by a Relevant Institution. In addition, the Central Bank and Credit Institutions (Resolution) (No. 2) Bill 2011, if enacted, will establish a permanent framework to facilitate the orderly management and resolution of distressed credit institutions.

In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the fact that (i) the Group faces the risk that the Government may exercise its powers at any time in a manner that is prejudicial to the Group, its business, revenues, results, financial condition, liquidity, prospects and share price; and (ii) that in addition, while the legislation provides the Government with many options, it will, post the State Investment, be the majority owner of the Group and will have significant control over the Group without having to rely on the legislation such that Shareholders will have little or no influence over the business and over the strategy of the Group. In exercising its voting rights, the interests of the Government may not be aligned at all times, or at all, with the interests of Shareholders as a whole. Shareholders should also consider the fact that any further requirement which necessitates the Group to hold a higher level of capital than anticipated following PCAR 2011 and PLAR 2011 could require the Group to obtain additional capital which could result in increased Government ownership and control or full nationalisation. As a result, Shareholders could lose some or all of the remaining economic value of their Ordinary Shares and suffer further dilution or full loss of ownership.

Furthermore, in reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider that the introduction of new policies or the amendment of existing policies by the Government or any of the Institutions could materially adversely affect the Group's competitive position business, revenues, results, financial condition, liquidity, prospects and share price. Policies in respect of the banking and insurance sectors, including their supervision, regulation, recapitalisation and structure, have and will continue to have a major impact on the Group. There can be no guarantee that the current policies will be continued.

6. The Bank is exposed to the Irish residential mortgage market. Any further deterioration in this market could materially adversely affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

The strategy of the Bank following the deleveraging plan agreed under the PLAR 2011 exercise will be focused on the provision of retail banking activities in Ireland. As at 31 December 2010, residential mortgages accounted for 91 per cent. of the Bank's loan book, (of which 71 per cent. is held in Ireland as at 31 December 2010) with the balance consisting of personal finance, mainly secured auto finance loans, and commercial mortgages. The Bank is exposed to lending secured against property in the residential mortgage sector. A decline in the value of the underlying collateral against which such loans are secured increases the risk of negative equity. As at 31 December 2010, the Bank had over 180,000 residential mortgage accounts. As at 31 December 2010, the average indexed loan to value (LTV) of the Bank's Irish residential mortgage portfolio stood at 69 per cent., with cases in negative equity accounting for 28 per cent. of the portfolio. The marked deterioration in the Irish economy and, in particular, substantial declines in property prices in Ireland and the significant increase in unemployment in Ireland, has led to an increase in arrears across all of the Bank's Irish mortgage loan portfolios. A further general deterioration in the Irish economy and the continued dislocation of its financial system may lead to a further contraction in the residential mortgage and commercial lending market and may lead to further decreases in residential and commercial property prices, with a continued increase in the LTV profile of the Bank's lending portfolio and further substantial increases in impairment charges, which could materially adversely affect the Bank's business, revenues, results, financial conditions and prospects. The effects of declining property values and any increases to interest rates payable by borrowers in the wider economy may also contribute to higher default rates and impairment losses on non-property loans, which could materially adversely affect the Bank's business, revenues, results, financial condition, liquidity, prospects and share price.

In addition, the Bank's ability to enforce security against defaulting borrowers in Ireland is subject to the Code of Conduct on Mortgage Arrears published by the Central Bank in December 2010 and which took effect in January 2011 (the Arrears Code). The Arrears Code provides that residential mortgage lenders (such as the Bank) must wait at least twelve months from the time the arrears first arise before applying to the courts to commence legal action for repossession of a borrower's primary residence. In addition, the Bank has agreed to support the Irish Banking Federation's Statement of Intent issued on 10 November 2009 (the Statement of Intent). This Statement of Intent provides that where a customer, who is facing repayment difficulties in respect of his principal private residence, enters into a mutually acceptable arrangement with his lender which is implemented, and reviewed on a six monthly basis, the lender will not initiate any form of legal action against that borrower in respect of that debt. Delays in, or a restriction on, the Bank's ability to enforce security against defaulting borrowers in Ireland may materially adversely affect the Bank's business, revenues, results, financial condition, liquidity, prospects and share price.

The Bank has provided mortgages to buy-to-let investors where an excess supply of rental property or falls in rental demand could also impact borrowers' income and ability to service loans. If the current economic downturn in Ireland continues, with further falls in house prices and increases in unemployment, the Bank's residential mortgage lending portfolios may be exposed to substantial increases in impairment losses, which could materially adversely affect the Bank's business, revenues, results, financial conditions and prospects. Default rates and impairment losses on commercial and residential lending could also be affected by declining property and other asset values. The rise in unemployment in Ireland over the last two years has led to rising levels of loan arrears and, in turn, increased impairment provisioning by the Bank.

In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the risks associated with the Bank's exposure to the Irish residential mortgage market which could materially adversely affect the Bank's business, revenues, results, financial condition, liquidity, prospects and share price.

7. Further downgrades to the Irish sovereign rating or outlook could limit the Group's access to funding, trigger additional capital requirements and weaken its competitive position.

On 30 January 2009, Moody Investor Services changed the outlook on Ireland's Aaa debt ratings from stable to negative. This was the first change in Ireland's rating by Moody since May 1998. This was followed in July 2009, by a downgrade in Ireland's government bond ratings from Aaa to Aa1, with a negative outlook. Subsequently, Ireland's foreign and local currency government bonds have been further downgraded from Aa1 in July 2009 to Baa3 as of 31 May 2011, with a negative outlook.

The impact of these downgrades is reflected in a widening of the credit default swaps spreads from both historical levels and also compared to other countries within the EU, reflecting the perceived increased risk of default by the Irish Government on its debt obligations. The downgrades of Ireland's sovereign rating have restricted the Group's ability to raise funds on the debt markets. In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the fact that a further downgrade to Ireland's sovereign rating would be likely to increase the cost of financing the Irish public debt, which could result in increased taxation, lower Government spending and consequently an adverse effect on Irish economic conditions, and further that a downgrade is also likely to impact adversely on the Group's credit rating and cost of funding for certain securities guaranteed under the ELG Scheme and could result in the withdrawal of deposits and restricted access to new deposits by the Group.

A further downgrade or series of downgrades in the sovereign rating of Ireland may have a systemic effect on the Irish banking sector, may have adverse effects for the Irish economy, and may also affect the marketability of the Government debt and Government guaranteed bonds held by the Group and the Group's ability to sell them and/or make it more difficult and/or more expensive for the Group to access private sources of capital and funding.

The financial problems experienced by other sovereign issuers, including certain European Union member states' concern over sovereign credits and risks associated with lending to other sovereign issuers and financial institutions in the European Union, have led to doubts regarding the strength of economic recovery and caused significant falls in equity markets and volatility. The issuance of significant amounts of debt in European Union member states may result in reduced demand for debt issued by European financial institutions. If such conditions continue or escalate, it could adversely affect the Group's access to capital markets and increase its funding costs which could materially affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

8. Further downgrades to the Group's credit ratings or outlook could limit the Group's access to funding, trigger additional collateral requirements, and weaken its competitive position.

The Group's current long term outlook is Baa3 (ELG) and Ba2 (Non ELG) from Moodys Investor Services, and BBB+ (ELG) and BB+ (Non ELG) from Standard & Poors, and the Group's current short term outlook is P3 (ELG) and Not Prime (Non ELG) from Moodys Investor Services, and A2 (ELG) and B (Non ELG) from Standard & Poors. Further reductions in the Group's long-term credit ratings could significantly affect its ability to access the capital markets and, to a lesser extent, the wholesale money markets and increase the cost of borrowing in these markets. Any further downgrades may also trigger additional collateral requirements in derivative contracts and other secured funding arrangements (including access to or removal from Eurosystem funding), and weaken the Group's competitive position in certain markets, such as access to commercial deposits.

In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider that any of the above outcomes could adversely affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price. There can be no guarantee that the Group will not be subject to further material downgrades to its credit ratings. For instance, if a demand is made on the Irish Government under the ELG Scheme in respect of another covered institution, the Directors believe that it is likely that the Group's covered credit rating could be downgraded.

9. The Bank is reliant on Eurosystem and Central Bank funding. Any withdrawal of, or restriction on access to, such funding could materially adversely affect the Bank's capital ratios, business, revenues, results, financial condition, liquidity, prospects and the Company's share price.

The withdrawal of the Government from the bond markets has effectively meant Irish financial institutions are also excluded from raising debt in the bond markets.

As a result of the financial crisis, the Bank has seen the availability of funding in certain wholesale markets which it has traditionally accessed severely disrupted or not available. The downgrading of the Group and sovereign credit ratings, the withdrawal of the Irish Government from the funding markets, the Programme of Support and the consequent withdrawal of funds from Irish banks have increased dependency on Eurosystem and Central Bank funding across all Irish financial institutions, including by the Bank. As at 30 April 2011, the Bank had liabilities of e18.5 billion guaranteed under the ELG Scheme which provided funding of e17.4 billion or 40 per cent. of total funding requirements. As at 30 April 2011 the Bank had e12.6 billion of funding from the ECB and e0.6 billion of funding from the Central Bank.

The nature of the Bank's loan book, and the ability to collateralise these assets, has provided some flexibility in meeting the Bank's funding requirements. Eurosystem funding, and in particular collateralised funding from the ECB, together with Central Bank funding, are all crucial sources of funding to the Bank. The Bank's ability to maintain material levels of funding under the Eurosystem is dependent on the continued eligibility of its collateral, and in particular the Bank's issuances under the ELG Scheme which have been retained for use as collateral under the Eurosystem (e3.4 billion as at 30 April 2011). Accordingly, any impact on the Bank's eligible collateral could restrict the Bank's ability to continue to access Eurosystem funding.

In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the fact that, in circumstances where any of the sources of funding referred to above were to be withdrawn or restricted, this would have very significant negative consequences for the Bank and its ability to fund its operations and to carry on business generally.

10. There are risks associated with the deleveraging

The PLAR 2011 has estimated that the Bank will have a net capital requirement circa e2.2 billion on any sale of its UK mortgage book and its Irish commercial loan book, the sale of which may be required for the Bank to be able to achieve a loan to deposit ratio of circa 122.5 per cent. by the end of 2013, in accordance with the requirements of the PLAR 2011 review announced on 31 March 2011. However, there is no guarantee that these loan books can be sold and, if sold, realise the levels assumed in the PLAR 2011. In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the fact that in the event that higher discounts are required, this would increase the level of losses incurred and could result in the need for further investment by the Government. If the Government is required to subscribe for additional capital to make up any shortfall, there is a risk that such additional investment might be on terms less favourable to the Group and the Shareholders than those contemplated by the State Investment and that Shareholders could lose some or all of the value of their Ordinary Shares and suffer further dilution.

11. The failure of a major market participant, or negative developments affecting one or more Irish financial institutions, or the restructuring of the Irish banking system, could materially adversely affect the Group's competitive position, business, revenues, results, financial condition, liquidity, prospects and share price.

Negative developments affecting Irish financial institutions (e.g. depleted capital levels of Irish financial institutions) have had a general negative effect on market investor sentiment towards Irish financial institutions and on the Group's financial condition primarily through access to, and cost of, wholesale funding.

Within the financial services industry the material financial difficulties of any one institution could result in financial difficulties with other institutions. The occurrence of material financial difficulties in a sufficiently large and influential institution could disrupt clearance and settlement systems in the markets in which the Group operates and cause market declines or volatility. Such material financial difficulties could lead to a chain of events that could adversely affect the Group, and the Group's contract counterparties. Concerns about the financial position of, or a default by, one institution could lead to significant liquidity problems, losses or defaults by other institutions. Such risks are referred to as systemic risk. Systemic risk could materially adversely affect the Group's ability to raise new funding and business, revenues, results, financial condition, liquidity, prospects and share price. In addition, the failure of a sufficiently large and influential institution could impact future product sales as a potential result of reduced confidence in the financial services industry.

It is possible that further additional restructuring of the Irish banking system may occur after the publication of this Circular. It is unclear the form that any such restructuring might take, or over what timeframe it might occur, or the impact any such restructuring changes may have on the Group. It is also unclear whether such restructuring might take place on a market driven basis or whether other factors such as the involvement of the European Commission or the Government would have an impact. In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the fact that, as a material part of the Group's business and activities are in Ireland, the competitive position of the Group in the Irish banking system may be materially adversely affected by any such restructuring.

12. The Group is subject to inherent risks concerning customer and counterparty credit quality and the actual or perceived failure or worsening credit of customers, other financial institutions and counterparties could materially adversely affect the Group's business, revenues, results, financial conditions and prospects.

Decreases in the credit quality of the Group's borrowers and counterparties, as well as increased difficulties in relation to the recoverability of loans and other amounts due from such borrowers and counterparties have resulted in increases, and could result in further significant increases, in the Group's impaired loans, impairment charges and expected losses. The life and pensions business of the Group has counterparty exposure to reinsurers through reinsurance arrangements.

Credit risk is the risk that a borrower or counterparty will be unable or unwilling to meet a commitment that it has entered into or that any pledged collateral does not fully cover the lender's claims or that the credit rating of an issuer of notes or bonds deteriorates, leading to a reduction in valuation of the notes or bonds. Risks arising from changes in credit quality and the recoverability of both secured and unsecured loans and amounts due from counterparties are inherent in a wide range of the Group's businesses. The outlook for the global economy remains uncertain. In particular, Ireland's recent significant reliance on the construction and property industry has exacerbated the impact of Ireland's economic recession. The Directors believe that any recovery in the Irish economy will take longer than that of the European Union as a whole. Adverse changes in the credit quality or behaviour of the Group's borrowers, counterparties and their guarantors, including sovereign counterparties, or adverse changes arising from a general deterioration in global economic conditions or systemic risks in the financial systems, have reduced, and are expected to continue to reduce, the recoverability and value of the Group's assets. These circumstances have caused a significant increase in, and could cause further significant increases in, impaired loans, impairment charges and expected losses for the Group which could require the Government to subscribe for additional capital to make up any shortfall, and there is a risk that such additional investment might be on terms less favourable to the Group and the Shareholders than those contemplated by the State Investment, and that Shareholders could lose some or all of the remaining value of their Ordinary Shares and suffer further dilution.

The Group is liable to contribute to compensation schemes in respect of banks, insurance companies and other authorised financial services firms that are unable to meet their obligations to customers. In Ireland, the Group is liable to contribute to compensation schemes set up to address banks and other authorised financial services firms' inability to meet their obligations to customers. In the event that the contributions or levies to be paid by the Group in relation to such schemes are raised more frequently, or should the amounts of contributions or levies to be paid under such schemes be significantly increased, the associated costs to the Group may materially adversely affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the fact that the Group is subject to inherent risks concerning customer and counterparty credit quality and the fact that the actual or perceived failure or worsening credit of customers, other financial institutions and counterparties could materially adversely affect the Group's business, revenues, results, financial conditions and prospects.

13. The principal businesses of the Group are subject to extensive regulation and associated regulatory risk. Any changes in the laws, regulations, policies and interpretations in the markets in which the Group operates could materially adversely affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

The Group is subject to a wide variety of financial services laws and regulations and regulatory oversight from a large number of regulatory and enforcement authorities. Regulatory authorities (mainly the Central Bank) have broad jurisdiction over many aspects of the Group's business, including capital adequacy requirements, marketing and selling practices, advertising, licensing agents, policy forms, terms of business and permitted investments. Industry regulators are concerned principally with the protection of customers and policyholders rather than shareholders or creditors. In the wake of the current difficult economic conditions and ongoing concerns regarding the regulation of the financial sector in Ireland, new regulatory provisions are expected to be introduced either at a national or EU level to which the Group could be subject. As a result, the Group expects to face greater regulation in Ireland. Compliance with such regulations may require the Group to change certain of its business practices, increase its capital requirements and costs, materially adversely affect the products and services it offers and affect its business, liquidity, revenues, results, financial condition, prospects and share price. Areas where laws and regulations could have an adverse impact include, but are not limited to:

• Changes to international financial reporting standards and further developments in the financial reporting environment;
• Actions by governments to increase tax rates or to impose additional taxes could reduce the Group's future profitability including the ability to recover the carrying value of deferred tax assets; and

• General changes in regulatory policy or changes in regulatory regimes that could significantly influence investor decisions in the markets in which the Group operates or which could increase the cost of doing business in those markets.

In December 2010, the Bank for International Settlements published finalised proposals for changes to both the regulatory capital and the liquidity management framework for financial institutions. It is expected that these proposals will ultimately be brought into European law and, as a consequence, Irish law via changes to the capital requirements directive(s). The regulatory capital framework changes are to be phased in on a transitional basis from January 2013 to December 2018. These proposals, and other proposals, when implemented will require an increase in the minimum capital ratio of the Group together with changes in the types of capital that can support that solvency ratio i.e. a focus on common equity. In summary there are two key changes which are (i) to raise the quality and quantum of regulatory capital required and (ii) to underpin this with a leverage ratio to act as a backstop.

The Bank for International Settlements is of the view that a strong liquidity base supported by robust supervisory standards as being of equal importance to strong capital requirements. The enhanced liquidity proposals (i.e. a new Liquidity Coverage Ratio (LCR)) will be specified in 2015, together with a new Net Stable Funding Ratio (NSFR) in 2018. The LCR is intended to promote resilience to potential liquidity disruptions over a 30 day time horizon by ensuring that banks have sufficient unencumbered high quality liquid assets to offset net cash outflows under an acute short term stress scenario. The NSFR requires a minimum amount of stable sources of funding at a bank relative to the liquidity profiles of the assets, as well as the potential for contingent liquidity needs arising from off-balance sheet commitments, over a one-year horizon. The NSFR aims to limit over-reliance on short-term wholesale funding during times of buoyant market liquidity and encourage better assessment of liquidity risk across all on- and off-balance sheet items.

The requirements of both of these frameworks, as well as the requirements of possible changes to applicable laws and regulation, will need to be met by the Group. In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the fact that the Proposals may require changes to the Group's capital structure and/or its asset base which may materially adversely affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

14. The Group is subject to certain commitments and restrictions in relation to the operation of its business under the CIFS Scheme, the ELG Scheme (or revocation of the ELG Scheme) and the State Investment, which may limit the Group's operations and impact the interests of Shareholders.

Under the terms of, originally, the CIFS Scheme, and now the ELG Scheme and the State Investment, the Group is subject to certain commitments and restrictions which have had and will continue to have a significant impact on the manner in which the Group conducts its business. These include: (i) significant additional reporting and consultation requirements with the Minister for Finance and the Central Bank; (ii) the appointment of a number of Government-nominated directors to the Board; (iii) restrictions on the payment of dividends, restrictions on expansion of capital and lending activity, restrictions on the implementation of buy-back and share redemptions and restrictions on balance sheet growth; (iv) restrictions on the acquisition of shares in other credit or financial institutions; (v) restrictions on the establishment of subsidiaries and the entering into of new business; and (vi) restrictions on changes to the Company's share capital without the approval of the Government, subject to certain exceptions.

In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the fact that compliance with such restrictions may serve to limit the Group's operations which in turn may impact on profitability and place significant demands on the reporting systems and resources of the Group, which may divert attention away from other projects.

15. The Group's business, earnings and financial condition have been, and will continue to be, affected by the recent and future economic conditions in Ireland and the UK and sector specific conditions which could materially adversely affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the fact that, as with other participants in the financial services industry, each of the Group's principal business units is affected by changes in general economic and financial market conditions, economic cycles, financial market cycles and movements in market prices for securities; and that changes in these

conditions can cause its results to fluctuate from year to year in ways that may be unpredictable as well as deteriorate on a long term basis, which may potentially adversely affect its financial condition, and its ability to meet its capital and solvency obligations.

As at 30 April 2011, 80 per cent. of the Bank's total loan book was located in Ireland, with the remainder in the UK. Ireland continues to face an extremely challenging economic period. Higher unemployment, reduced corporate profitability and personal bankruptcy rates have and will continue to reduce borrowers' ability to repay loans, including mortgages in both the UK and Ireland. The existing conditions have exerted downward pressure on share prices, liquidity and the availability of credit for financial institutions and have left the Irish banking system facing serious structural and funding issues. If unfavourable economic conditions persist or worsen in Ireland or in the UK, or in particular if the Irish economy recovers at a slower rate than anticipated, the Group may experience further reductions in business activity, lower demand for its products and services, reduced availability of credit, increased funding costs, decreased asset values, additional write-downs and impairment charges which may materially adversely affect the Group's profitability and its business, revenue, results, financial condition, liquidity and prospects. The Group's financial performance, fluctuations in investment markets, interest or exchange rates, inflation, monetary policy, employment levels, consumer borrowing and spending, corporate borrowing and spending, changing experience with respect to mortality, longevity, persistency and morbidity or competitive and other factors also influence the Group's performance.

Market risk refers to the uncertainty of returns attributable to fluctuations in market factors, such as adverse movements in the level or volatility of market prices of debt instruments, equities and currencies. Some of the most significant market risks the Group faces are interest rate risks. Changes in interest rate levels, yield curves and spreads may affect the interest rate margin realised between lending and borrowing costs, the effect of which may be heightened during periods of liquidity stress, such as those experienced in recent times. A period of prolonged low interest rates could adversely impact the margins that the Group realises between its lending and borrowing costs and therefore impact its earnings.

Customers with tracker mortgages accounted for 65 per cent. of the Bank's Irish mortgage book, at 30 April 2011. The Bank's ability to vary the interest rates on customer borrowings to reflect the increased cost of funding is restricted, as by their nature, these tracker mortgages do not allow the Bank the flexibility to vary the mortgage interest rate where it would otherwise be desirable or appropriate for the Bank to do so, other than in line with ECB rates. Accordingly, restrictions on the Bank's ability to vary rates, and increased funding costs, may impact significantly on profitability and may materially adversely affect the Bank's business, revenues, results, financial condition, liquidity, prospects and share price.

Non-trading interest rate risk is defined as the Group's sensitivity to earnings volatility in its non-trading activity arising from movements in interest rates. Interest rates are highly sensitive to many factors beyond the Group's control, including the interest rate and other monetary policies of governments and central banks in the jurisdictions in which it operates. Non-trading interest rate risk in retail, commercial and corporate banking activities can arise from a variety of sources, including when the relevant assets and liabilities and off-balance sheet instruments have different re-pricing dates and unfavourable movements in interest rates, any of which could materially adversely affect on the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

In addition, the Irish Life Group is exposed to economic, market, fiscal and regulatory conditions in Ireland. Changes in these conditions have affected, and will continue to affect, the Irish Life Group's customers and, by extension, demand for and supply of, the Irish Life Group's financial products and services. Any further deterioration in these conditions could result in a downturn in new business and sales volumes of the Irish Life Group's products, and a deterioration in persistency (i.e. the rate at which policyholders surrender or lapse their policies). Revenues from many of the Irish Life Group's products and services, such as unit-linked investment and pension policies, depend on fees related primarily to the value of assets under management and therefore vary directly with the value of such assets. A general rise in interest rates or decline in financial markets, including in particular equity markets, may reduce the Irish Life Group's revenues by reducing the value of the investment assets that the Irish Life Group manages. Certain of Irish Life Group's life insurance products guarantee a minimum accumulation at maturity to the policyholder. In the event that the decline in value of the invested assets is greater than the decline in liabilities associated with the guaranteed benefits, the Irish Life Group must increase its provisions formed for the purpose of funding these future guaranteed benefits, which would materially adversely affect Irish Life Group's shareholders' equity, business, revenues, results, financial

condition, liquidity, prospects and share price. The Group's insurance business is also exposed to the risk that experience is different from the assumptions used for pricing purposes.

16. The Group is, and may be subject to, litigation and regulatory investigations that could materially adversely affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

The Group operates in a legal and regulatory environment that exposes it to potentially significant litigation and regulatory risks. Disputes and legal proceedings in which the Group may be involved are subject to many uncertainties, and their outcomes are often difficult to predict, particularly in the earlier stages of a case or investigation.

Adverse regulatory action, including significant fines or other sanctions resulting from the investigation by the Central Bank into certain transactions between the Bank, ILA, and Anglo Irish Bank Corporation Limited which were made public in February 2009, or adverse judgments in litigation relating to such matters, could result in restrictions or limitations on the Group's operations or result in a material adverse effect on the Group's reputation or business, revenues, results, financial condition, liquidity, prospects and share price. In addition to the ongoing investigation by the Central Bank, the revelation of the Anglo Transactions prompted a number of related enquiries from other Government, regulatory and supervisory authorities. The Group has engaged with, and promptly responded to, all such bodies. In the opinion of the Directors, it is likely that the resolution of those enquiries will be dependent on the outcome of the investigation by the Central Bank on the involvement of the Group in the Anglo Transactions and any related activities. The subject matter of this investigation could give rise to claims against the Group and, depending on the outcome of the investigation, enforcement authorities may seek to impose substantial fines and penalties on the Group.

The Irish Life Group's life insurance, investment and pensions products are exposed to potential mis-selling claims. Mis-selling claims are claims from customers that they received misleading advice from advisers (internal and external) as to which products were most appropriate for them; or that the terms and conditions of the products, the nature of the products or the circumstances under which the products were sold, were misrepresented to them. Liability attaching to products distributed through person-to-person sales forces is potentially greater in the event of mis-selling as the sales forces provide face-to-face financial planning and advisory services. The Irish Life Group obtains a significant proportion of its sales from advisers employed by, or tied to, Irish Life Group, for whom it would likely carry responsibility for the advice given.

In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the fact that any adverse regulatory action or adverse judgements in litigation could result in restrictions or limitations on the Group's operations and could materially adversely affect the Group's reputation, business, revenues, results, financial condition, liquidity, prospects and share price.

17. If the Group is unable to retain its current relationships with intermediaries and bancassurance partners or to attract new intermediaries to broaden its distribution channels, the Group may not be able to maintain a competitive life assurance, pensions and investment product distribution network which could materially adversely affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

Whilst the Group has in place several distribution channels for the sale of its products, the Group places substantial reliance on intermediaries to sell and distribute its life assurance, pensions and investment products. The bancassurance and intermediary sales distribution channel accounted for over 80 per cent. of the Group's new business (APE) life assurance premiums in 2010. The Group competes with other insurers and financial institutions to attract and retain commercial relationships with intermediaries. Any failure to maintain its existing relationships or to attract new intermediaries due to the failure to meet the criteria established by such intermediaries, including confidence in the Group's financial strength, would impede sales by the Group. Recent developments in the Irish banking market place, the PCAR 2011/PLAR 2011 announcements, impending and future consolidation of banking institutions in the Irish market place and a downgrading of Irish Life Assurance p.l.c. by credit ratings agencies could result in a reduction in the business sourced from these sales channels. In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the fact that either of these events could affect the bancassurance and intermediary sales distribution channels and could materially adversely

affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price particularly considering the Group's reliance on this channel for distribution of its products.

18. The State Investment would represent a significant change to the Group's ownership structure and identity, as it would no longer be eligible for listing as a public company on the Official Lists, which could result in a change in employee relations which could materially adversely affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

Under circumstances where a company undergoes a material change, such as the proposed recapitalisation of the Group, there is a risk that employees feel unsettled or more uncertain about their future employment circumstances and hence the Group is more susceptible to a change in employee relations. The Group currently consults with its employees and the relevant trade unions regarding pay, work practices and conditions of employment. However, there can be no assurance that the Group's future relations with its employees will not be affected by the consequences of the State Investment such as majority Government ownership and cancellation of the listing from the Official Lists. There can also be no assurance that the Group will be able to continue to negotiate wages and salaries and terms and conditions of employment on terms that support its ability to offer its services at competitive rates. In reaching a determination as to how to vote in relation to the Proposals, Shareholders should consider the fact that if the Group becomes subject to industrial action or other labour conflicts as a result of the recapitalisation, this may result in increased costs, disruption to the Group's business and loss of customers and could materially and adversely affect the Group's business, revenues, results, financial condition, liquidity, prospects and share price.

C. RISKS RELATING TO THE ORDINARY SHARES

1. There are risks associated with a listing of the Ordinary Shares on the ESM.

Following the State Investment, the Minister is likely to own in excess of 99 per cent. of the Ordinary Shares of the Group. As a result, the percentage of Ordinary Shares in public hands will fall below the minimum threshold of 25 per cent. required by the Listing Rules. The Directors believe that the cancellation of the Company's listing on the Official Lists, and a managed transition to admission to trading of the Ordinary Shares on the ESM is therefore required because the Group will no longer be eligible for listing on the Official Lists. Subject therefore to the Resolutions being passed, and admission to the ESM, the Ordinary Shares will be traded on the ESM rather than on the Official Lists.

The ESM is a market for emerging or smaller growing companies, and is less regulated than the Official Lists. Therefore an investment in securities traded on the ESM carries a higher risk than an investment in securities listed on the Official Lists. The market for the Ordinary Shares on the ESM will not be liquid due to the State Investment. Furthermore, it is unlikely that any dividends will be paid on the Ordinary Shares in the near term. Any income derived from these Ordinary Shares may go down as well as up, and any investment in securities which are traded on the ESM might be less realisable than securities listed on the Official Lists.

PART III:

FURTHER DETAILS ON THE PROPOSALS

1. INTRODUCTION

The purpose of this Part III is to provide further details in relation to various aspects mentioned, in more general terms, in the Chairman's Letter, namely the:

• State Investment;
• Liability Management Exercise;
• Enterprise Securities Market; and
• Third party consents that will be required to effect the State Investment and the LME.

2. STATE INVESTMENT

Consent and Approvals

The State Investment requires the consent of the Central Bank, the UK Financial Services Regulatory Authority (the FSA) and the Isle of Man Financial Supervision Commission. The Company's expectation is that all such consents will be obtained prior to 31 July 2011.

The State Investment is also subject to approval by the European Commission under EU State aid rules. It is intended that approval will be sought by Ireland from the European Commission for the State aid arising. Under this process, the Group is required to submit a Restructuring Plan through the Department of Finance to the European Commission by 31 July 2011 (or such other date as may be decided by European Commission) for approval under EU State aid rules and the decision (including any conditions) is at the discretion of the European Commission.

The Government is currently in the process of liaising with the European Commission to confirm whether or not a merger control filing under the EU Merger Regulation would be required in respect of the State Investment. If it is, it may not be possible to implement the State Investment unless and until approval is obtained from the European Commission. If the European Commission confirms that no merger control filing is necessary under the EU Merger Regulation, it is possible that national merger control regimes could apply to the State Investment. However, the Company is not aware of any mandatory merger control notification requirements applying in any jurisdiction in which the Company has a permanent presence and turnover. If a merger control notification is required in any such jurisdiction, it may not be possible to implement the State Investment until approval is obtained from the relevant authorities.

Timing and Completion

Subject to the satisfaction of the conditions set out below to the State Investment, it is intended that completion of the Principal State Investment, whereby the Company will receive e2.7 billion in return for the issue to the Minister of new Ordinary Shares by the Company and Contingent Capital Notes by the Bank, will take place on or before 31 July 2011.

To the extent that the Total Gross Capital Requirement of e4.0 billion has not been otherwise met, the Minister may make a further contribution to the Company via the Standby State Investment in a total amount equal to any such shortfall.

The Placing Agreement

As of the date of this Circular, the Company and the Bank will enter into the Placing Agreement with the Minister and the NTMA in respect of the State Investment. The Placing Agreement sets out the terms of the e2.7 billion Principal State Investment under which the Minister will subscribe e2.3 billion for approximately 36.2 billion new Ordinary Shares at a price of e0.06345 per Ordinary Share and provides for the execution of the Contingent Capital Agreement pursuant to which the Minister agrees to subscribe e0.4 billion for Contingent Capital Notes.

The issue price of e0.06345 per Ordinary Share represents a discount of 10 per cent. to the middle market share price of an Ordinary Share on the Irish Stock Exchange on 23 June 2011.

The aggregate subscription price payable from the Minister to the Company shall be e2.3 billion. The Company has agreed to pay to the Minister (i) a commission of e40.25 million in respect of the Ordinary Shares to be subscribed for; (ii) a commission of e6 million in respect of the Contingent Capital Notes; and (iii) the costs and expenses of the Minister and the NTMA estimated to be e3.3 million.

The Placing Agreement also provides that the Minister may at his option provide the Standby State Investment of up to an additional e1.1 billion (net of fees) to the Company in the event or to the extent that the proposed asset disposals (including the possible disposal of the Irish Life Group), the Liability Management Exercise, the use by the Minister of the Stabilisation Act and alternative measures for burden sharing with bondholders through the introduction of new or amending legislation (subject to the statutory requirements in place at the relevant time being satisfied) or otherwise do not together generate e1.1 billion of Core Tier 1 Capital by the Final Investment Date. The Standby State Investment may be provided by way of capital contribution, by subscription for Ordinary Shares at a price of e0.06345 per Ordinary Share or by a combination of both. The maximum number of Ordinary Shares that could be issued under the Standby State Investment is approximately 18.4 billion. The Standby State Investment is at the discretion of the Minister and therefore may be subject to such terms and conditions as the Minister deems appropriate at the time of investment. The Company shall pay a fee of 1.75 per cent. of the aggregate amount of any Standby State Investment provided which would equate to a maximum of e19.25 million.

The Principal State Investment is conditional upon the satisfaction (or waiver by the Minister) of the following conditions:

• (i) the receipt of all necessary regulatory clearances, approvals and consents;
• (ii) the execution of the Contingent Capital Agreement;
• (iii) the Minister and the NTMA being satisfied with the outcome of the ongoing due diligence exercise in respect of the Group being commissioned by the State;
• (iv) the passing of the Resolutions (without amendment, unless any such amendment is acceptable to the Minister);
• (v) the Ordinary Shares being subscribed for (or to be issued pursuant to the terms of the Contingent Capital Notes) having been validly created and forming part of the Company's authorised but unissued share capital and the Directors being duly authorised under applicable law to allot and issue such Ordinary Shares;
• (vi) the warranties in the Placing Agreement being true, accurate and not misleading at the date of the Placing Agreement through to the Closing Date (being the date of the EGM or as is otherwise agreed between the Minister and the Company);
• (vii) no matter having arisen which may give rise to an indemnity claim under the Placing Agreement prior to the Closing Date;
• (viii) the Company executing all such documentation and providing all information required to comply with the requirements of the Central Bank, the Irish Stock Exchange, the London Stock Exchange, the UKLA and Euroclear;
• (ix) no material adverse event or change in respect of the Group taken as a whole having occurred in the opinion of the Minister (acting reasonably);
• (x) each of the Company and the Bank having complied with all of its obligations and undertakings under the Placing Agreement and, in the case of the Company, this Circular;
• (xi) an announcement relating to the State Investment having been made no later than 6.00 p.m. on the date of this Circular;
• (xii) the EGM being duly convened and held on 20 July 2011 (or as adjourned);
• (xiii) delivery of the closing documentation listed in Schedule 1 of the Placing Agreement;
• (xiv) there being no contracts which would become capable of being terminated as a result of the State Investment where the consequences would be reasonably likely to be material in the context of the business of the Group;
• (xv) the European Commission granting approval in relation to the State Investment under Article 108 of the Treaty on the Functioning of the European Union or the services within the Directorate-General

for Competition confirming to the Department of Finance and/or the NTMA that they do not have an objection in principle to the terms under which State aid would be granted to the Group;

• (xvi) the Company having applied (whether before or after the date of the Placing Agreement) to the Takeover Panel for a waiver of the potential obligation of the Minister to make a general cash offer to all shareholders of the Company pursuant to Rule 9 of the Takeover Rules; and
• (xvii) the posting of this Circular on 27 June 2011.

Under the terms of the Placing Agreement, the Company gives standard warranties and representations to each of the NTMA and the Minister relating to the business and operations of the Group.

In addition, the Company provides various undertakings to the NTMA and the Minister. Amongst other things, the Company covenants: (i) to agree and implement fully the EU Restructuring Plan; (ii) not to pay or make dividends without the consent of the NTMA; (iii) to work with the Minister and the NTMA on the appointment of up to three new independent non-executive directors at the Company's next annual general meeting; (iv) to do all necessary acts to effect or facilitate the placing, or an offer to the public or the admission to trading of the Ordinary Shares held by the Minister; (v) to use the proceeds of the State Investment for the purpose of raising Core Tier 1 Capital and in particular not to use the proceeds to make contributions to any pension fund save as required by law or by the Irish Pensions Board; and (vi) not to enter into any agreement to sell or effect an initial public offering of Irish Life Limited without the consent of the Minister.

The Placing Agreement further provides that the Company will develop and implement a liability management plan for the purposes of meeting the Central Bank's Core Tier 1 Capital targets and will develop with the Central Bank and implement a medium term funding plan aimed at reducing dependence on short term funding to be regularly reviewed by the Central Bank.

The Company also gives an indemnity for any losses and claims incurred or suffered in connection with the subscription, the Placing Agreement or any other agreement relating to the subscription. The indemnity is given to: (i) the Minister, the NTMA and any subsidiaries, associates, agencies or affiliates; (ii) any entity to which the Minister or the NTMA transfers its rights and obligations under the Placing Agreement; and (iii) any director, officer, official, partner, agent or employee of a person specified in (i) or (ii). In the event that the indemnity is insufficient to indemnify the aforementioned persons the Company is required to pay a further amount (in lieu of an indemnity payment) by way of contribution to the relevant person.

It is a further term of the Placing Agreement that the Company complies with the terms of the Minister's Letter.

The Minister's Letter

The Minister's Letter sets out various requirements relating to remuneration of directors, senior executives and employees of the Group with which the Company must comply or procure compliance. It provides that no performance bonuses shall be paid by any member of the Group (no matter when they may have been earned) and that the Company cannot (without the consent of the NTMA) make or create any new incentive schemes.

The Company must also procure that (i) no variable pay components or bonus payments are awarded or paid to any director, senior executive or employee of any Group company for a period to be determined by the Minister, except with the NTMA's prior consent; (ii) no cash allowances are paid to any employee or services provider or appointee or officer of any Group company in compensation for the ''pensions cap'' imposed by law; (iii) for two years from the date of the Minister's Letter the total annual aggregate remuneration (excluding pension contributions) of any employee or services provider or appointee or officer of any Group company must not exceed a maximum per annum of the lower of e500,000 per annum or the amount recommended by the February 2009 report of the Covered Institution Remuneration Oversight Committee established by the Minister; (iv) after two years, any proposal to exceed the limits set out in (iii) or to pay an annual performance related bonus is subject to agreement between the Company and the NTMA; (v) subject to certain specified exceptions the Company may not award any pension enhancement, improvement, augmentation or any commitment which enhances the retirement benefits of any director, senior executive or employee of any Group company under the current rules of the Company pension scheme of which he is a member without the prior consent of the NTMA; and (vi) the Company shall not without the prior consent of the NTMA enter into any contractual

arrangement with a director, senior executive or employee of the Group which provides for any compensation on termination of employment or cessation of office.

The Company may remunerate at levels greater than those prescribed in the Minister's Letter in exceptional circumstances with the prior consent in writing of the Minister

Rights attaching to State Securities

Ordinary Shares

Any Ordinary Shares issued to the Minister (including such Ordinary Shares as may be issued as a result of any conversion of the Contingent Capital Notes) shall rank pari passu in all respects with, and be identical to the Ordinary Shares then in issue in the Company and rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after such date of issue. The Ordinary Shares will be allotted and issued free from all encumbrances.

Contingent Capital Notes

The Contingent Capital Notes proposed to be issued to the Minister by the Bank (or by an issuing subsidiary guaranteed by the Bank) will comprise e0.4 billion subordinated unsecured Tier 2 debt instruments, with a five year and one day maturity, which will convert or be exchanged immediately and mandatorily in their entirety into Ordinary Shares (if either a capital deficiency or an non-viability event occurs). Conversion shall be at the nominal value of the renominalised Ordinary Shares with the maximum number of Ordinary Shares that could be issued on conversion being approximately 12.9 billion. Any accrued interest shall be due and payable on the date of conversion.

A capital deficiency event will occur where: (i) the Bank's Core Tier 1 Capital Ratio falls below 8.25 per cent.; or (ii) following the implementation of CRD IV in Ireland, the Group's Common Equity Core Tier 1 Ratio falls below 8.25 per cent.; or (iii) if the Central Bank, in its sole discretion, notifies the Bank that it has determined that a fall below the ratios described above is likely to occur in the short term. No conversion will occur following one of the events above if, notwithstanding the Bank's Core Tier 1 Capital Ratio or Common Equity Core Tier 1 Ratio being below 8.25 per cent. the Central Bank, at the request of the Bank, has agreed, in its absolute discretion, that a conversion shall not occur because it is satisfied that actions, circumstances or events have had, or imminently will have during the next 90 days, the effect of restoring the Bank's Core Tier 1 Capital Ratio or Common Equity Core Tier 1 Ratio to a level above 8.25 per cent. that the Central Bank deems to be adequate at such time.

A non-viability event shall be deemed to occur at the earlier of: (i) the Central Bank in its sole discretion determining that a conversion of the Contingent Capital Notes (together with the conversion or write off of holders' claims in respect of any Tier 1 Securities or Tier 2 Securities of the Bank that pursuant to their terms or by operation of laws are capable of being converted into equity or written off at that time), is required because customary measures to improve the Bank's capital adequacy are at the time inadequate or unfeasible or because conversion is an essential requirement to prevent the Bank from becoming insolvent, bankrupt or unable to pay its debts as they fall due, from ceasing to carry on its business or from failing to meet its minimum capital adequacy requirements; or (ii) customary measures to improve the Bank's capital adequacy being at the time inadequate or unfeasible, the Bank has received an irrevocable commitment of extraordinary support from the public sector (beyond customary transactions and arrangements in the ordinary course) that has, or imminently will have, the effect of improving the Bank's capital adequacy and, without which, in the determination of the Central Bank, the Bank would have become insolvent, bankrupt, unable to pay its debts as they fall due, ceased to carry on its business or failed to meet its minimum capital adequacy requirements.

Any action resulting from any subordinated liabilities order/direction order to be issued by the Irish High Court under the Stabilisation Act will not result in the conversion of the Contingent Capital Notes into units of Ordinary Shares.

In the context of the Central Bank's ongoing March 2011 PCAR framework, while the Contingent Capital Notes will be treated as Tier 2 Capital prior to conversion, they will count as Core Tier 1 Capital upon conversion.

The Contingent Capital Notes will be subject to standard anti-dilution adjustments, such that each Contingent Capital Note may provide that it is proportionally adjusted for certain specified events impacting on the share capital of the Company.

The Contingent Capital Notes carry a fixed mandatory coupon of 10 per cent. of the issue price per annum, payable annually. The Minister may, where he remains the holder of 100 per cent. of the Contingent Capital Notes, in order to facilitate the sale of the Contingent Capital Notes to third party investors, at any time (but with effect only from the date of such sale being completed and settled) increase the interest rate to a new level determined by an independent remarketing agent nominated by the Minister, not exceeding 18 per cent. per annum. In addition, the Bank shall provide at the request of the Minister sufficient disclosure to allow for the Contingent Capital Notes to be listed and to be sold to third party investors. The Bank will have the option prior to any such sale of the Contingent Capital Notes being completed and settled to source third party investors at a potentially lower interest rate, but only if it has sourced sufficient investors to purchase an amount equal to the principal amount paid by the Minister for the Contingent Capital Notes on better overall terms. The State shall have discretion as to whether to sell to any such investors.

The terms of the Contingent Capital Notes may also include restrictions on buy-backs, tender offers and other purchases of the Contingent Capital Notes by the Group. The Contingent Capital Notes may also be subject to undertakings, indemnities and disclosures by the Bank in a form acceptable to the Minister.

The Contingent Capital Notes will rank junior to unsubordinated obligations of the Bank and pari passu with all other dated subordinated obligations of the Bank which qualify as Tier 2 Capital for regulatory purposes (if any).

Subject to Shareholder approval of the Placing and Contingent Capital Notes Issue, the Contingent Capital Notes are expected to be issued pursuant to an agency agreement and a note purchase agreement between the Minister and the Bank in accordance with the terms of the Contingent Capital Notes. The terms of the agency agreement and the note purchase agreement will be agreed by 31 July 2011.

3. LIABILITY MANAGEMENT EXERCISE

The Company announced on the 31 March 2011 that it would undertake a Liability Management Exercise, as part of its commitment to contribute, from internal resources, some of the Total Gross Capital Requirement identified by the FMPR. The Liability Management Exercise is a debt repurchase transaction whereby the Bank seeks to buy back some or all of its subordinated debt at a discount to its nominal value with the difference between the price paid in the Liability Management Exercise and the nominal value of the subordinated notes being realised as a gain for the Bank.

On 17 May 2011 the Bank completed the repurchase of e0.3 billion of its subordinated debt at a gain of e0.3 billion, after costs associated with the repurchase were offset by gains on the unwind of related swap positions.

On 2 June 2011 the Bank issued a tender offer memorandum containing cash tender offers to the holders of e0.8 billion of its lower tier 2 subordinated notes as specified in the tender offer memorandum (together, the Tender Offer Notes). The Bank offered to purchase the Tender Offer Notes for a cash payment equal to 20 per cent. of the nominal amount of the Tender Offer Notes (or in respect of one series of the Tender Offer Notes, 8.6 per cent. of the nominal amount). e0.6 billion of the Tender Offer Notes had an early acceptance date of 16 June 2011. The balance have an early acceptance date of 9 August 2011. On 17 June 2011 the Bank made a preliminary announcement that it had received acceptance from 87 per cent. of the e0.6 billion Tender Offer Notes having an early acceptance date of 16 June 2011. No payment in respect of accrued interest will be made on any of the Tender Offer Notes. Assuming 100 per cent. acceptance of the tender offer, the Bank expects to realise a gain of approximately e0.7 billion from that offer. The Liability Management Exercise is expected to generate Core Tier 1 Capital of approximately e1.0 billion in aggregate.

While the Irish Life Group is wholly owned by the Bank for legal and accounting reporting purposes, it does not form part of the banking group for regulatory capital purposes. In calculating the Bank's regulatory capital, the investment in the Irish Life Group is included in the Bank's equity at its historic cost to the Bank, increased to reflect any post-acquisition retained profits in the Irish Life Group. Supervisory deductions under current regulatory capital rules require that a maximum of 50 per cent. of the carrying value of the investment in the Irish Life Group must be deducted against Tier 2 Capital with the balance being deducted from Core Tier 1 Capital.

As set out in the 2010 Annual Report, prior to the Liability Management Exercise, the Bank had qualifying Tier 2 Capital of e1.2 billion, which enabled it to allocate a corresponding e1.2 billion of supervisory deductions against its Tier 2 Capital. Following the Liability Management Exercise this e1.2 billion of supervisory deductions will have to be deducted from Core Tier 1 Capital, resulting in a net decrease in Core Tier 1 Capital of e1.2 billion.

It is not possible at the date of this Circular to accurately estimate the level of capital that may be generated from the possible disposal of the Irish Life Group due to the following variables: (i) the interdependency between the LME and the possible disposal of the Irish Life Group (as referred to above) and (ii) uncertainty as to the level of proceeds that may be realised from any such disposal. However, to the extent that the combination of the LME and the disposal of the Irish Life Group generate Core Tier 1 Capital of less than e1.1 billion, any shortfall may be contributed by the State under the Standby State Investment.

The tender offer memorandum referred to above seeks noteholder approval for amendments to the conditions of the Tender Offer Notes to give the Company the right to redeem the Tender Offer Notes not purchased pursuant to the cash tender offers for a cash payment equal to 0.001 per cent. of the nominal amount of the Tender Offer Notes. If the extraordinary resolutions required to effect these amendments are passed they will bind all noteholders in the relevant series.

On 31 May 2011 the Minister stated in relation to the liability management exercises of each of the Company, EBS Building Society, and Bank of Ireland that:

''The levels of burden-sharing in these LMEs are the minimum acceptable to the Government. If these LMEs fail to deliver the expected core tier 1 capital gains to each of the banks, the Government will take whatever steps are necessary under the Credit Institutions (Stabilisation) Act 2010 or otherwise to ensure that burden sharing is achieved. Any further action, after investors have had an opportunity to take part in these LMEs, will result in severe measures being taken in respect of the subordinated liabilities.''

In the event that there is less than 100 per cent. acceptance of the tender offer the Board understands that the Government will take whatever steps it considers necessary to ensure adequate burden sharing and 100 per cent. acceptance. Were the Government not to do so, any shortfall in the capital expected to be generated from the tender offer may have to be met from the Standby State Investment.

4. INFORMATION ON THE ENTERPRISE SECURITIES MARKET

ESM is the junior market of the Irish Stock Exchange. ESM is specifically designed for smaller companies, allowing them to operate in a more simplified regulatory environment.

Liquidity on ESM is provided by market makers who are member firms of the Irish Stock Exchange and are obliged to quote a share price for each company for which they make a market between 8.00 a.m. and 4.30 p.m. on Business Days.

While the obligations of a company whose shares are traded on ESM are similar to the Listing Rules, there are certain exceptions, including those referred to below.

• (i) Under the ESM Rules, prior shareholder approval is required only for (i) reverse takeovers (being an acquisition or acquisitions in a twelve month period which either (a) exceed 100 per cent. in any of the Class Tests or (b) result in a fundamental change in the Group's business, board or voting control); and (ii) disposals, which when aggregated with any other disposal or disposals over the previous twelve months, exceed 75 per cent. in any of the Class Tests and are deemed to result in a fundamental change of business. Under the Listing Rules, prior shareholder approval is required for a transaction exceeding the 25 per cent. threshold under any class test or a related party transaction which exceeds the 0.25 per cent. threshold under any class test unless an exemption applies or the Listing Rules specifically provide otherwise. It should also be noted that under the ESM Rules any related party transaction greater than 5 per cent. under any class test requires notification to shareholders rather than shareholder approval.
• (ii) There is no requirement under the ESM Rules for a prospectus or an admission document to be published for further issues of securities to institutional investors, except when seeking admission for a new class of securities or as otherwise required by law.
• (iii) Unlike the Listing Rules, the ESM Rules do not specify any required structures or discount limits in relation to further issues of securities.
• (iv) Under the Listing Rules, a company is required to appoint a sponsor under certain circumstances, such as when undertaking a large transaction or capital raising. The responsibilities of the sponsor

include providing assurance to the Central Bank and/or the Irish Stock Exchange, when required, that the responsibilities of the listed company have been met. The ESM Rules require that ESM companies retain at all times a nominated adviser, that has ongoing responsibilities to both the Company and the Irish Stock Exchange. Davy has agreed to act as ESM adviser and broker to the Company, conditionally on admission of the Group to ESM being affected. The Directors do not envisage that there will be any alteration in the standards of reporting and governance which the Company currently maintains.

• (v) Under the ESM Rules, there is no requirement for a minimum number of shares to be maintained in public hands, whereas on the Official Lists a minimum of 25 per cent. of a company's issued ordinary share capital should be maintained in public hands at all times.
• (vi) Neither the UK Corporate Governance Code nor the Irish Corporate Governance Annex issued by the ISE applies directly to companies who are admitted to trading on ESM. The Directors recognise, however, the importance of high standards of corporate governance and intend that the Company should observe the requirements of the UK Corporate Governance Code and the Irish Corporate Governance Annex to the extent the Directors consider appropriate having regard to the size, nature and resources of the Group.
• (vii) A company listed on ESM is not required to comply with the Prospectus (Directive 2003/71/EC) Regulations 2005 (except where there is an offer of transferable securities to the public) or with the Market Abuse (Directive 2003/6/EC) Regulations 2005. It should also be noted that Part V of the Companies Act, 1990 which relates to insider dealing still applies to securities quoted on the ESM. Shares quoted on ESM are monitored by the Irish Stock Exchange and the Office of the Irish Director of Corporate Enforcement has an enforcement role.

PART IV:

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Section A: The Unaudited Pro Forma Financial Information as at 31 December 2010

The unaudited Pro Forma Financial Information set out below is based on the 2010 Annual Report and has been prepared on the basis of the notes set out below to illustrate the effects of the Remaining Capital Requirement, the INBS Transaction and Capital Generated from Group Resources on the financial position of the Group and the Risk Weighted Assets and regulatory capital ratios of the Bank as at 31 December 2010 as if they had each occurred on that date.

The unaudited Pro Forma Financial Information has been prepared pursuant to ISE Listing Rule 10.3.3 and UKLA Listing Rule 13.3.3 and is shown for illustrative purposes only to indicate how the Remaining Capital Requirement, the INBS Transaction and Capital Generated from Group Resources might have affected the financial position of the Group and the Risk Weighted Assets and regulatory capital ratios of the Bank as at 31 December 2010 if they had occurred on that date. Due to its nature, the unaudited Pro Forma Financial Information addresses a hypothetical situation and, therefore, does not represent the Group's actual financial position, results, or the Bank's Risk Weighted Assets or regulatory capital ratios following the Remaining Capital Requirement, the INBS Transaction and Capital Generated from Group Resources.

Shareholders should read the whole of this Circular and not rely solely on the information contained in this Part IV.

	Consolidated Adjustments Statement of			Pro forma Consolidated Statement of
	Financial Position as at 31 December 2010	Net impact of INBS Transaction	Net impact of Remaining Capital Requirement	Financial Position as at 31 December 2010
	gm	gm	gm	gm
Notes	1	2	3
Assets
Cash and balances with central banks	312	—	—	312
Items in course of collection	124	—	—	124
Debt securities	12,098	3,285	400	15,783
Assets classified as held for sale	2,089	—	—	2,089
Equity shares and units in unit trusts	13,777	—	—	13,777
Derivative assets	1,255	—	—	1,255
Loans and receivables to customers	36,581	—	—	36,581
Loans and receivables to banks	3,565	106	—	3,671
Investment properties	1,825	—	—	1,825
Reinsurance assets	2,011	—	—	2,011
Prepayments and accrued income	385	—	—	385
Interest in associated undertaking	124	—	—	124
Property and equipment	200	—	—	200
Shareholder value of in-force business	699	—	—	699
Intangible assets .	30	—	—	30
Goodwill .	70	113	—	183
Deferred tax assets	112	—	—	112
Other assets .	150	2	—	152
Deferred acquisition costs	188	—	—	188
Retirement benefit assets .	104	—	—	104
Total assets	75,699	3,506	400	79,605

	Consolidated	Adjustments Statement of
	Financial Position as at 31 December 2010	Net impact of INBS Transaction	Net impact of Remaining Capital Requirement	Statement of Financial Position as at 31 December 2010
	gm	gm	gm	gm
Notes	1	2	3
Liabilities
Deposits by banks (including central
banks)	(17,146)	—	3,400	(13,746)
Liabilities classified as held for sale	(2,041)	—	—	(2,041)
Customer accounts	(13,382)	(3,572)	—	(16,954)
Debt securities in issue	(10,034)	90	—	(9,944)
Derivative liabilities	(503)	—	—	(503)
Investment contract liabilities	(24,067)	—	—	(24,067)
Insurance contract liabilities	(4,238)	—	—	(4,238)
Outstanding insurance and investment
claims	(108)	—	—	(108)
Accruals	(158)	—	—	(158)
Other liabilities	(321)	—	—	(321)
Provisions	(17)	—	—	(17)
Current tax liabilities	(9)	—	—	(9)
Deferred front end fees	(48)	—	—	(48)
Deferred tax liabilities	(172)	—	—	(172)
Retirement benefit liabilities	(153)	—	—	(153)
Subordinated liabilities	(1,686)	—	(400)	(2,086)
Total liabilities	(74,083)	(3,482)	3,000	(74,565)
Equity
Share capital and share premium	(453)	—	(3,400)	(3,853)
Other reserves	1,048	—	—	1,048
Retained earnings	(2,211)	(24)	—	(2,235)
Total equity	(1,616)	(24)	(3,400)	(5,040)
Total liabilities and equity	(75,699)	(3,506)	(400)	(79,605)

Notes:

1. The financial information of the Group as at 31 December 2010 has been extracted without material adjustment from the audited consolidated financial statements of the Group for the year then ended, which are incorporated by reference into this Circular.

The retained earnings in the Consolidated Statement of Financial Position as at 31 December 2010 include the e0.2 billion Capital Generated from Group Resources to meet the Bank's Total Gross Capital Requirement as it includes retained earnings of the Irish Life Group which are available for distribution to the Bank. Consequently, at a Group level, it is not required to be reflected as an adjustment in arriving at the Pro Forma Consolidated Statement of Financial Position as at 31 December 2010.

From the Bank's regulatory capital perspective until such time as dividends are declared and paid to the Bank by the Irish Life Group, the capital benefit of such dividends to the Bank cannot be recognised. The impact of the Capital Generated from Group Resources on the Bank's regulatory capital ratios is set out in the unaudited pro forma regulatory capital ratios as at 31 December 2010 in this Part IV (to the extent it has already been met) and explained in footnotes 3 and 5d thereto.

• 1. These adjustments reflect the INBS Transaction, the result of which gave rise to the acquisition by the Company of e3,572 million of deposits from INBS in consideration for which it received net cash of e106 million (classified as loans and receivables to banks), NAMA and other bonds of e3,285 million, other assets of e2 million and generated goodwill of e113 million. It also received e90 million of IL&P debt securities which were cancelled and on which a gain of e24 million was realised.
• 1. These adjustments reflect the expected effect of the proposed recapitalisation and the receipt by the Group of e3,800 million by way of (i) e400 million through the issue by the Bank of Contingent Capital Notes; and (ii) e3,400 million by way of a placing by the Company of 54.7 billion Ordinary Shares at an issue price e0.06345 per share (net of commission costs under the Placing Agreement of e59.5 million, commission costs under the Contingent Capital Notes of e6 million and the costs and expenses of the Minister estimated to be e3.3 million). The unaudited Pro Forma Financial Information has been prepared on the basis that the proposed recapitalisation is effected wholly by way of investment by the State, as envisaged under the Placing Agreement, to the extent the Company is unable to raise any of the Remaining Capital Requirement from a

combination of the Liability Management Exercise and any possible disposal of the Irish Life Group, or other asset disposals. e400 million of proceeds will be invested in debt securities with the balance of e3.4 billion being used to repay borrowings by the Bank.

For the purpose of the Pro Forma Financial Information the Group has assumed that the coupon on the Contingent Capital Notes is equivalent to a market rate as at 31 December 2010.

• 1. No adjustment has been made in the unaudited Pro Forma Financial Information to reflect:
• a. the trading results and performance of the Group since 31 December 2010;
• b. any impact of the Liability Management Exercise. The Group has concluded that the impact of the Liability Management Exercise should not be adjusted for in the unaudited Pro Forma Financial Information as (i) the capital generated from the Liability Management Exercise and the possible disposal of the Irish Life Group are interdependent with both having to occur to generate Core Tier 1 Capital, and (ii) the outcome of any possible future disposal of the Irish Life Group remains uncertain as of the date of this Circular. Further information is set out in Part I (Letter from the Chairman) of this Circular under the heading 'The Proposals';
• c. asset disposals including the possible disposal of the Irish Life Group. The Group has concluded that the impact of any future asset disposals including the possible disposal of the Irish Life Group should not be adjusted for in the unaudited Pro Forma Financial Information as the Company cannot determine, as of the date of the Circular, what the outcome of any process exploring the options relating to the possible disposal of the Irish Life Group might be. Further information is set out in Part I (Letter from the Chairman) of this Circular under the heading 'The Proposals'.

Unaudited pro forma regulatory capital ratios as at 31 December 2010

			Adjustments
	Actual as at 31 December 2010	Net Impact of INBS Transaction	Impact of Capital Generated from Group Resources	Net Impact of Remaining Capital Requirement	Pro forma as at 31 December 2010
	gm	gm	gm	gm	gm
Notes	1	2	3	4
Core Tier 1 capital
Qualifying Tier 1 Capital Supervisory deductions from	3,744	(89)	—	3,400	7,055
Tier 1 Capital	(2,063)	—	143	344	(1,576)
Core Tier 1 Capital (after deductions)	1,681	(89)	143	3,744	5,479
Tier 2 Capital
Qualifying Tier 2 capital Supervisory deductions from	1,232	—	—	400	1,632
Tier 2 Capital	(1,232)	—	—	(344)	(1,576)
Tier 2 Capital (after deductions) .	—	—	—	56	56
Total Capital	1,681	(89)	143	3,800	5,535
Risk weighted assets	15,809	—	—	—	15,809
Capital ratios Core Tier 1 Capital	10.6%	(0.6%)	0.9%	23.7%	34.7%
Total Capital	10.6%	(0.6%)	0.9%	24.0%	35.0%

Notes:

1. Information on the Risk Weighted Assets, capital amounts and capital ratios have been extracted, without material adjustment, from the audited consolidated financial statements of the Company for the year ended 31 December 2010, which is incorporated by reference into this Circular.

2. 1. The Group has estimated that, on a pro forma basis as at 31 December 2010 the INBS Transaction would have given rise to a decrease in Core Tier 1 Capital of e89 million after deduction of e113 million relating to goodwill (which cannot be recognised for regulatory capital purposes) offset by the gain realised on the cancellation of the Bank's debt securities of e24 million, if it had occurred on that date.
3. 1. The Group has estimated that, on a pro forma basis as at 31 December 2010, the decrease in supervisory deductions of e143 million following receipt by the Bank of dividends from the Irish Life Group of e143 million on 25 May 2011 (which is part

of capital generation requirement from Group Resources of e0.2 billion), would have had the impact on the Bank's capital position as set out above, if it had occurred on that date.

1. The Group has estimated that, on a pro forma basis as at 31 December 2010, the net receipt of e3,400 million by way of a placing of 54.7 billion Ordinary Shares and e400 million of Contingent Capital Notes which qualify as Tier 2 Capital (which results in a decrease in supervisory deductions from Core Tier 1 Capital of e344 million and an increase in supervisory deductions against Tier 2 Capital of e344 million), would have had the impact on the Group's capital position as set out above, if they had occurred on that date.

For the purposes of the Pro Forma Financial Information the Group has assumed that the coupon on the Contingent Capital Notes is equivalent to a market rate as at 31 December 2010.

• 1. No adjustment has been made in the unaudited Pro Forma Financial Information to reflect:
• a. the trading results and performance of the Group since 31 December 2010.
• b. any impact of the Liability Management Exercise. The Group has concluded that the impact of the Liability Management Exercise should not be adjusted for in the unaudited Pro Forma Financial Information as (i) the capital generated from the Liability Management Exercise and the possible disposal of the Irish Life Group are interdependent with both having to occur to generate Core Tier 1 Capital, and (ii) the outcome of any possible future disposal of the Irish Life Group remains uncertain as of the date of this Circular. Further information is set out in Part I (Letter from the Chairman) of this Circular under the heading 'The Proposals';
• c. asset disposals including the possible disposal of the Irish Life Group. The Group has concluded that the impact of any future asset disposals including the possible disposal of the Irish Life Group should not be adjusted for in the unaudited Pro Forma Financial Information as the Company cannot determine, as of the date of the Circular, what the outcome of any process exploring the options relating to the possible disposal of the Irish Life Group might be. Further information is set out in Part I (Letter from the Chairman) of this Circular under the heading 'The Proposals'.
• d. the expected receipt in 2011 of a further e60 million of dividends from the Irish Life Group to meet the overall e0.2 billion capital generation requirement from Group Resources, as part of meeting the overall Total Gross Capital Requirement of e4.0 billion for the Group's banking business.

Section B: Report on the Unaudited Pro Forma Financial Information as at 31 December 2010

KPMG Chartered Accountants 1 Harbourmaster Place International Financial Services Centre Dublin 1 Ireland

The Directors Irish Life & Permanent Group Holdings p.l.c. Irish Life Centre Lower Abbey Street Dublin 1, Ireland

27 June 2011

Dear Sirs

Irish Life & Permanent Group Holdings p.l.c.

We report on the unaudited Pro Forma Financial Information of Irish Life & Permanent Group Holdings p.l.c. (the 'Pro Forma Financial Information') set out in Section A of Part IV of the circular dated 27 June 2011, which has been prepared on the basis described in the notes to the Pro Forma Financial Information, for illustrative purposes only, to provide information about how the Remaining Capital Requirement, the INBS Transaction and Capital Generated from Group Resources (as all defined in the Circular) might have affected the financial information presented on the basis of the accounting policies adopted by Irish Life & Permanent Group Holdings p.l.c. in preparing the financial statements for the period ended 31 December 2010. This report is required by paragraph 10.3.3 of the Listing Rules of the Irish Stock Exchange and by paragraph 13.3.3R of the Listing Rules of the UK Listing Authority and is given for the purpose of complying with those paragraphs and for no other purpose.

Responsibilities

It is the responsibility of the directors of Irish Life & Permanent Group Holdings p.l.c. to prepare the Pro Forma Financial Information in accordance with paragraph 10.3.3 of the Listing Rules of the Irish Stock Exchange and paragraph 13.3.3R of the Listing Rules of the UK Listing Authority.

It is our responsibility to form an opinion, as required by paragraph 7 of Annex II of the Prospectus Regulations, as to the proper compilation of the Pro Forma Financial Information and to report that opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to ordinary shareholders as a result of the inclusion of this report in the circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 10.4.1(6) of the Listing Rules of the Irish Stock Exchange and paragraph 13.4.1R(6) of the Listing Rules of the UK Listing Authority, consenting to its inclusion in the circular.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board of the United Kingdom and Ireland. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the directors of Irish Life & Permanent Group Holdings p.l.c.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of Irish Life & Permanent Group Holdings p.l.c.

Opinion

In our opinion:

• the Pro Forma Financial Information has been properly compiled on the basis stated; and
• such basis is consistent with the accounting policies of Irish Life & Permanent Group Holdings p.l.c.

Yours faithfully

KPMG Chartered Accountants Dublin, Ireland

PART V:

GROUP CAPITAL RESOURCES AND LIQUIDITY

1. GROUP CAPITAL RESOURCES

Regulatory capital requirements to 31 December 2010

IL&P is required by the Central Bank to maintain adequate capital and is subject to the risk of having insufficient capital resources to meet minimum regulatory capital requirements. IL&P's principal source of capital comprises ordinary shareholders funds.

IL&P policy is to manage its capital base so as to meet all regulatory requirements while maintaining investor, creditor and market confidence and ensuring that there is adequate capital to support future growth in the business. In addition, the relationship between the level and composition of regulatory capital and the shareholders' return on capital is monitored to ensure that there is an appropriate balance between equity and debt capital within the overall regulatory capital held.

Since 1 January 2008 the minimum regulatory capital requirement for IL&P's banking operations has been calculated in accordance with the provisions of Basel II as implemented by the Capital Adequacy Directive and the Irish regulatory authorities. The objective of Basel II is to align bank regulatory capital more closely with the economic capital required to support the risks being undertaken. The capital required to cover credit, operational and market risks are required to be explicitly measured under the Basel II methodology.

In implementing Basel II, IL&P has adopted the internal ratings based (IRB) approach to credit risk and was granted accreditation in late 2007. Under the IRB approach IL&P uses internally generated risk models to compute the capital required to support credit risk by calculating the probability of default and the loss given default in all of its various portfolio exposures. The models and calculations are conservatively based. With regard to operational risk IL&P has adopted the standardised approach under which all of the institution's activities are divided into eight standardised business lines: corporate finance, trading and sales, retail brokerage, commercial banking, retail banking, payment and settlement, agency services and asset management, with individual operational risk capital weightings for each. Value at risk, an industry wide standard, is the methodology which the Group has adopted in regard to the measurement of market risk internally. For regulatory capital purposes IL&P adopts the standardised approach as outlined earlier.

IL&P manages its capital base through its internal capital adequacy assessment process (ICAAP). The ICAAP is designed to allow capital requirements to be risk-adjusted and to fully reflect the risk profile and appetite of IL&P. The ICAAP incorporates a detailed process to identify all material risks for IL&P and ascertain whether they are to be addressed through management or mitigation (or a combination of the two), and whether capital is required to be held against each risk.

At the end of December 2010, IL&P maintained a capital base in excess of minimum requirements. The results of the ICAAP demonstrated that IL&P was sufficiently capitalised relative to internal capital targets specific to IL&P's risk appetite. As at 31 December 2010 IL&P's Core Tier 1 Ratio was 10.6 per cent. (before additional interim capital requirements) as compared with a regulatory requirement of 8 per cent.

IL&P's internal capital models (economic capital) include all material risks, rather than just credit risk, market risk and operational risk as required under Pillar I. IL&P maintains economic capital levels sufficient to meet internal targets specific to its risk appetite. It is Group policy that IL&P's economic capital base should at all times exceed its economic capital requirements.

The ICAAP also incorporates stress testing of capital adequacy for a suite of severe but plausible stress scenarios. These scenarios include a range of economic and risk-specific adverse events. The results of ICAAP stress tests are used as a management tool for the Board Risk & Compliance Committee and Board of Directors when Group strategy is set and monitored. They also help to drive risk policy and adjust risk appetite where appropriate.

The following table summarises the composition of regulatory capital and the ratios of IL&P for the year ended 31 December 2010 with comparisons to 31 December 2009 and 30 April 2011. They are calculated in accordance with Basel II (CRD) regulatory capital requirements.

	2009	2010
	gm (audited)	gm (audited)	gm (unaudited)
Tier 1 Capital
Share capital	2,922	2,922	2,922
Reserves .	951	760	662
Prudential filters .	65	62	(10)
Total qualifying Tier 1 Capital	3,938	3,744	3,574
Supervisory deductions from Tier 1	(2,080)	(2,063)	(2,191)
Tier 1 Capital (after deductions)	1,858	1,681	1,383
Tier 2 Capital
Subordinated liabilities	1,167	1,166	1,116
Revaluation reserve	8	4	4
Other	25	62	57
Total qualifying Tier 2 Capital	1,200	1,232	1,117
Supervisory deductions from Tier 2	(1,200)	(1,232)	(1,117)
Tier 2 Capital (after deductions)	—	—	—
Total own funds	1,858	1,681	1,383
Risk Weighted Assets	16,411	15,809	14,339
Capital Ratios
Core Tier 1	11.3%	10.6%	9.6%
Total Capital	11.3%	10.6%	9.6%

2. GROUP LIQUIDITY

Background

The objectives of the IL&P liquidity management policy is to ensure that it can at all times meet its obligations as they fall due at an economic price. IL&P's funding strategy is designed to anticipate funding requirements based upon actual and projected balance sheet movements.

The liquidity management policy and funding strategy are implemented through active monitoring of IL&P's liability maturity profile, and by maintaining a stock of high-quality liquid assets, at a level considered sufficient to meet withdrawal of deposits and to cover cash calls on commitments, in both normal and a range of abnormal trading conditions. In all cases, net cash outflows are monitored on a daily basis.

IL&P's objective is to maintain a diversified funding base across all segments of the markets in which it operates, while focusing on minimising concentration in any single source of funding and maintaining a balance between short-term and long-term funding sources. IL&P analyses the structure of its wholesale term funding and the stability of its customer deposit base. Customer deposits represent a significant source of funding, with the banking retail franchise offering it a stable and predictable source of funds.

Government and Central Bank funding and liquidity support

The CIFS Scheme and the ELG Scheme have been critical in providing Irish financial institutions with access to funding.

CIFS Scheme

The Government announced the CIFS Scheme on 30 September 2008. Under the CIFS Scheme, the Minister guaranteed specific categories of liabilities for certain participating institutions (including IL&P and its subsidiary Irish Permanent (IOM) Limited) for the two year period from 30 September 2008 to 29 September 2010. The liabilities originally covered under the CIFS Scheme comprised of all retail and corporate deposits (to the extent not covered by existing deposit protection schemes), inter-bank deposits, senior unsecured debt, assets-covered securities and date subordinated debt (lower Tier 2).

ELG Scheme

The Government introduced the ELG Scheme on 9 December 2009 to supplement and ultimately replace the CIFS Scheme, and IL&P and Irish Permanent (IOM) Limited joined the ELG Scheme in January 2010. The NTMA is the scheme operator of the ELG Scheme. Eligible liabilities under the ELG Scheme comprise any of the following liabilities:

• all deposits (to the extent not covered by existing deposit protection schemes in Ireland or in any other jurisdiction);
• senior unsecured certificates of deposit;
• senior unsecured commercial paper;
• other senior unsecured bonds and notes; and
• other forms of senior unsecured debt which may be specified by the Minister, consistent with European Union State aid rules and the European Commission's Banking Commission (200/8C 270/02) and subject to prior consultation with the European Commission.

Under the ELG Scheme, eligible liabilities must not have a maturity in excess of 5 years and must be incurred during an issuance window from the date the relevant participating institution joined the ELG Scheme to, originally 29 September 2010, and now, following extensions, 31 December 2011. The ELG Scheme is subject to a six-monthly review and approval by the European Commission under EU State aid rules.

Under the terms of the ELG Scheme, IL&P is subject to regulation of its commercial conduct, which may include, but is not limited to, restrictions on lending and deposit growth; compliance with targets on its business ratios such as its loan/deposit ratio, wholesale funding/total liabilities ratio or loan to value on new loans; and restrictions on the declaration and payment of dividends and on buy backs or redemptions of its ordinary shares. In addition, as a participating institution, IL&P may not acquire shares in another financial or credit institution or establish subsidiaries or new businesses if to do so would increase the liability of the Irish State under the ELG Scheme.

The ELG Scheme enables IL&P to secure longer term funding, as evidenced by the issuance under the ELG Scheme of a 3 year US \$1.75 billion bond in January 2010 and a 5 year e2 billion bond in March 2010 and a three-year e1.25 billion bond in April 2010.

In January and February 2011, IL&P issued e3.4 billion term bonds in aggregate, which it retained as collateral for its 'own use' within the Eurosystem. These bonds were renewed in April 2011 to mature in August 2011.

Retail deposits of an amount up to e100,000 are guaranteed under the Deposit Guarantee Scheme, with any excess over e100,000 being guaranteed under the ELG Scheme.

Emergency Liquidity Assistance

During 2010 the Central Bank also provided emergency liquidity assistance to Irish financial institutions as an additional response to the financial crisis. Loans are advanced to financial institutions under the emergency liquidity arrangements against suitable collateral in line with criteria defined by the Central Bank. As with procedures for ECB eligible collateral, appropriate discounts are applied to the collateral in determining the amount of funds that can be borrowed.

Credit ratings and impact of downgrades

Without the Government Guarantee Schemes the cost and availability of funding is influenced by the credit rating allocated to IL&P by industry rating agencies. A downgrade of IL&P's credit rating may increase financing costs and restrict market access whilst an upgrade may achieve the reverse. The senior debt credit ratings of IL&P at 31 December 2010 were:

• Moodys Investor Services Limited Baa3; and
• Standard and Poors BBB.

Following further downgrades since 1 January 2011, the senior debt credit ratings of IL&P at 31 May 2011 were:

• Moody's Investor Services Limited Ba2; and
• Standard and Poors BB+.

The downgrading of IL&P and Irish State credit ratings, the withdrawal of the Irish Government from the funding markets, the EU/IMF Programme of Financial Support for Ireland and the consequent withdrawal of funds from Irish banks affected IL&P's funding plans in 2010. There is a significant ongoing liquidity challenge for IL&P and for the Irish banking system generally. These challenges have given rise to breaches of regulatory liquidity requirements in the later part of 2010 and ongoing breaches in 2011. The downgrade in credit ratings and the risk for a further Irish State or IL&P downgrade has continued to limit IL&P's access to capital markets in 2011 and is reflected in its funding profile which shows an increased reliance on recourse to Eurosystem financing facilities and accessing of special liquidity facilities from the Central Bank of Ireland.

Liquidity management

Liquidity management for IL&P is carried out by the treasury function. In carrying out this responsibility, treasury's principal objective is to ensure that the banking operations have sufficient funding available, at an optimal cost, to meet the operational needs of the bank and to adhere to regulatory and prudential requirements. The liquidity management process includes:

• day-to-day funding which is managed by monitoring future cash flows to ensure that requirements can be met. This includes replacing funds that mature or are borrowed by customers;
• balance sheet funding which is managed by monitoring the funding profile against established target funding levels, with monitoring performed by the Banking Assets and Liabilities Committee;
• maintaining a portfolio of marketable assets that can be easily liquidated as protection against any unforeseen interruption to cash flow;
• monitoring the statement of financial position liquidity ratios against internal and regulatory requirements; and
• managing the concentration and profile of debt securities in issue.

IL&P liquidity policies and protocols establish quantitative rules and targets in relation to measurement and monitoring of liquidity risk. The Banking Assets and Liabilities Committee plays a fundamental role in the monitoring of liquidity risk measures through the monthly review of liquidity reports.

The Banking Assets and Liabilities Committee monitors sources of funding and reviews short-term and long-term borrowings and their respective maturity profiles. As a result of the dislocation of financial markets, IL&P's access to wholesale funding has been reduced, durations shortened and credit spreads widened. However, IL&P has the ability to use the loan book as collateral for borrowings.

The Banking Assets and Liabilities Committee also monitors the dependencies inherent in funding by reviewing the Group's usage of lines of credit with financial institutions.

Liquidity reports to the Banking Assets and Liabilities Committee each month include the LDR ratio. The LDR ratio at the end of 2010 was 249 per cent. compared to 246 per cent. at the end of 2009. The Group announced on 24 February 2011, pursuant to a Transfer Order (under the Stabilisation Act 2010) issued by the High Court, that INBS has transferred selected assets and liabilities into the Group's banking business, which comprised e3.6 billion of INBS deposits and the shares in INBS's Isle of Man subsidiary. As at 30 April 2011 the LDR was 218 per cent.

The regulatory protocol, under which IL&P operates, requires levels of liquidity based on various cash flow stress tests. The key limits applied are that an institution must have sufficient available liquidity to cover 100 per cent. of outflows over the next eight days and 90 per cent. of outflows over the subsequent 9-30 days. IL&P monitors the liquidity ratio daily and reports weekly to the Central Bank. As a consequence of the industry wide wholesale funding difficulties experienced from the last quarter of 2010, the Group for the most part has not met these limits since 15 December 2010.

IL&P expects that, in the light of the Financial Measures Programme and the PCAR 2011 and PLAR 2011, the ELG Scheme will be extended beyond 31 December 2011. In the event that ELG Scheme is not extended this would likely result in the withdrawal of a material amount of deposits.

Sources of Funding

	31-Dec-09		31-Dec-10		30-Apr-11
	Balances	%	Balances	%	Balances	%
	gbn		gbn		gbn
					(unaudited)
Bank deposits—unsecured	1.0		0.1		3.0
Bank deposits—secured	16.8		16.7		14.9
Total deposits by banks	17.8	37%	16.8	39%	17.9	41%
Bonds and medium term notes .	7.9		7.0		5.6
Other debt securities	0.4		0.9		0.7
Non-recourse funding .	2.4		2.2		2.1
Commercial paper	2.6		—		—
	13.3	27%	10.1	23%	8.4	19%
Subordinated debt	1.4	3%	1.5	4%	1.2	3%
Total wholesale funding	32.5	67%	28.4	66%	27.5	63%
Customer accounts	15.7	33%	14.8	34%	16.5	37%
Total Group Funding	48.2	100%	43.2	100%	44.0	100%

Maturity Funding analysis (Unaudited)	31-Dec-09		31-Dec-10		30-Apr-11
(excl secured bank deposits)	Balances	%	Balances	%	Balances	%
	gbn		gbn		gbn
Less then 1 year	9.1	58%	2.0	17%	3.4	27%
One to two years	1.7	11%	0.1	1%	2.6	20%
Two to five years	0.5	3%	5.3	45%	2.6	21%
More then five years .	4.4	28%	4.3	37%	4.0	32%
Total wholesale funding (incl sub debt) .	15.7	100%	11.7	100%	12.6	100%

Secured bank deposits fell from e17.8 billion in December 2009 to e16.8 billion in December 2010. This includes e13.8 billion placed by the ECB (the equivalent deposits as at 31 December 2009 being e9.8 billion). The reduction in other secured deposits is due primarily to maturities of gilts and the related re-purchase arrangements together with rating downgrades which have restricted access to the re-purchase market.

Access to unsecured wholesale funding (bank deposits and commercial paper) has been severely curtailed principally due to rating downgrades. At 31 December 2009 unsecured bank deposits were e1.0 billion and commercial paper issues were e2.6 billion. At 31 December 2010 total funding from these sources was e0.1 billion.

The longer term unsecured medium term note programme and securitisation platforms represent e10.1 billion or 23 per cent. of funding as at 31 December 2010 (as compared with e10.7 billion or 22 per cent. as at 31 December 2009). In the first half of 2010 debt issuances of e4.6 billion were completed under the ELG Scheme. The proceeds of these issues were used to fund repayment of maturing debt issues.

Customer accounts decreased by 6 per cent. between December 2009 and December 2010 due primarily to lower corporate deposits reflecting the challenging and highly competitive market during 2010, the on-going economic downturn and rating downgrades of both the Irish State and IL&P. Despite this retail deposit balances grew by 12 per cent. between December 2009 and December 2010 reflecting the stability of this funding source.

The loan to deposit ratio at 31 December 2010 was 249 per cent. (which compares with a ratio of 246 per cent. in December 2009).

Since 31 December 2010 the changes in IL&P's funding position are:

• the acquisition of e3.6 billion of deposits from INBS;
• a continuing decline in customer accounts, principally corporate deposits, reflecting further rating downgrades for both IL&P and the Irish sovereign;
• the net impact of the changes in deposits is that loan to deposit ratio has improved considerably from 249 per cent. as at 31 December 2010 to 218 per cent. as at 30 April 2011 and customer account balances now represent 37 per cent. of total funding;
• total deposits by banks have increased by e1.1 billion to e17.9 billion reflecting an unsecured e3 billion deposit from the NTMA with a reduction in secured deposits principally due to lower repurchase agreements;
• a continuing reliance on the ELG Scheme with e18.5 billion of liabilities guaranteed as at 30 April 2011 providing funding of e17.4 billion; and
• at 30 April 2011 IL&P had e12.6 billion funding from the ECB and e0.6 billion from the Central Bank under emergency liquidity assistance.

Deposit retention and origination continues to be a key focus of IL&P while the Group also continues to develop collateral facilities to support its ongoing funding requirements.

3. GROUP WORKING CAPITAL

The global markets for short and medium-term sources of funding on which banks rely to support their business activities remain constrained as a result of which support by the ECB, the Central Bank and Minister for Finance to directly supplement existing sources of funding and create the environment for an improvement in the availability of other traditional sources of funding remains necessary. Due to the uncertainty surrounding the implementation and/or continuation of the Government ELG schemes, access to the Central Bank's emergency liquidity assistance scheme and eligibility to participate in the ECB schemes, the Irish Stock Exchange and the UK Listing Authority have agreed that a statement regarding the adequacy of working capital for at least the next twelve months should not be required in this Circular. There is, therefore, no working capital statement in this Circular.

PART VI:

ADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENT

The Directors, whose names appear on page 3, accept responsibility for the information contained in this Circular. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. THE COMPANY AND THE DIRECTORS

Management

The business of the Group is managed by the Directors, each of whose business address is Irish Life Centre, Lower Abbey Street, Dublin 1, Ireland.

3. DIRECTORS' SERVICE CONTRACTS AND LETTERS OF APPOINTMENT

The Directors each have a service contract or letter of appointment with a member of the Group as follows:

Executive Directors' Service Contracts

Kevin Murphy

Mr Kevin Murphy, Group Chief Executive, has a service contract under which he is entitled to a basic salary currently set at e500,000 per annum subject to annual review. Mr Murphy's contract also provides for an annual performance-related bonus subject to a maximum of 100 per cent. of his annual salary. No such bonus was paid for 2009 or 2010. Mr Murphy is provided with health insurance, life assurance, a company car and reimbursement of expenses, as well as being included in a company defined benefit pension plan. Mr Murphy's service contract may be terminated by the Group with 11.5 months notice and, in certain exceptional circumstances, without notice (or with pay in lieu). Mr Murphy may terminate the contract with six months' notice.

David McCarthy

Mr David McCarthy, Group Finance Director, has a service contract under which he is entitled to a basic salary currently set at e500,000 subject to annual review. Mr McCarthy's contract also provides for an annual performance-related bonus subject to a maximum of 100 per cent. of his annual salary. No such bonus was paid for 2009 or 2010. In addition, Mr McCarthy is provided with health insurance, life assurance, a company car and reimbursement of expenses, as well as being included in a company defined benefit pension plan. Mr McCarthy's service contract may be terminated by the Group with 11.5 months notice and, in certain exceptional circumstances, without notice (or with pay in lieu). Mr McCarthy may terminate the contract with six months' notice.

There are no other service contracts having more than twelve months to run between the Company or any of its subsidiaries or associated companies and any of the Directors.

Non-executive Directors' Letters of Appointment

The Non-Executive Directors do not have service contracts. They have contracts for services reflecting their responsibilities and commitments with no specified notice periods.

4. INTERESTS IN SHARES AND DEALINGS

Major Interests in Share Capital

As at 24 June 2011, being the latest practicable date prior to the publication of this Circular, so far as the Company is aware, the following are the only holdings of Shares, that directly or indirectly represent 3 per cent. or more of the issued ordinary share capital of the Company:

Name of Owner or Identity of Group		% of issued share capital
Massachusetts Mutual Life Insurance Company	9,151,242	3.31%

Save as disclosed in this paragraph 4, the Company is not aware of and has not been notified of any shareholding representing, directly or indirectly, 3 per cent. or more of the share capital of the Company. The Company is not aware of any person who directly or indirectly, jointly or severally, exercises or could exercise, control over the Company.

Interest of Directors in Share Capital

As at 24 June 2011 being the latest practicable date prior to the publication of this Circular, the Directors (including their spouses and children) had the beneficial interests in Shares set out in the below table.

Name of Director	Shares	% of voting rights
Kevin Murphy	137,966	0.050%
David McCarthy	39,479	0.014%
Roy Keenan	5,000	0.002%

Options remain outstanding to Directors under the Employee Share Schemes as follows:

Name of Director	Date of grant	Number of shares	Subscription price (g each)	Last Date to Exercise
Kevin Murphy	27/06/2001	17,418	e13.85	26/06/2011
	18/04/2002	17,930	e14.85	17/04/2012
	08/04/2003	28,864	e9.675	07/04/2013
	07/10/2004	22,620	e13.21	06/10/2014
	04/03/2008	48,182	e10.377	03/03/2018
David McCarthy	27/06/2001	18,564	e13.85	26/06/2011
	18/04/2002	25,656	e14.85	17/04/2012
	08/04/2003	45,884	e9.675	07/04/2013
	07/10/2004	36,336	e13.21	06/10/2014
	04/03/2008	30,644	e10.377	03/03/2018

The above options will lapse in accordance with their terms by the date 21 days after option holders are notified of completion of the Principal State Investment.

Associate Holdings in Relevant Securities

As at 24 June 2011 (the latest practicable date prior to the publication of this Circular), persons controlling, controlled by or under the same control as Davy Corporate Finance, being an associate of the Company as defined in the Takeover Rules, owned or controlled the following relevant securities of the Company:

Name	Number of Company Shares
J&E Davy (discretionary clients)	641,477
J&E Davy (own account)	(103,632)

As at 24 June 2011 (the latest practicable date prior to the publication of this Circular), persons controlling, controlled by or under the same control as Deutsche Bank, being an associate of the Company as defined in the Takeover Rules, owned or controlled the following relevant securities of the Company:

Name	Number of Company Shares
DBAG London Tilney Investment	176,457 23,100

Dealings in Relevant Securities

During the period of twelve months preceding the date of this Circular, neither the Directors nor members of their immediate families or persons connected with them have dealt for value in the Relevant Securities.

5. RELATED PARTY TRANSACTIONS

The Group has a related party relationship with its Directors and senior management, its associates, the Group's pension schemes and, as a result of the Group's participation in Government Guarantee Schemes, the Group has a related party relationship with the Irish Government and Government related entities. The related party transactions, for the purposes of the standards adopted according to Commission Regulation (EC) No. 1606/2002, which the Group has entered into for the period covered by the historical financial information can be found in the Annual Reports on the following pages:

• 2010 Annual Report, pages 200 to 204;
• 2009 Annual Report, pages 203 to 208; and
• 2008 Annual Report, pages 142 to 145.

The following related party transactions, which are derived from the Group's underlying unaudited accounting books and records, have arisen during the period 1 January 2011 to 30 April 2011 (being the most practicable date prior to the date of publication of this Circular).

Directors' shareholdings

The paragraph above (Interests of Directors in Share Capital) sets out the interests of the Directors in the share capital of the Company as at 24 June 2011 (the latest practicable date prior to the publication of this Circular).

As at 24 June 2011 David McCarthy, Kevin Murphy and Ciaran Long as trustees of the employee benefit ´ trust set up under the terms of the long-term incentive plan have a non-beneficial interest in 457,914 shares held in the plan.

Transactions with key management personnel

Key management personnel as at 30 April 2011 include non-executive directors, executive directors and the Group's senior management (being members of the Group's strategy team). The total number of key management personnel at 30 April 2011 was 18.

There has been no change in the Group senior management and executive directors since 31 December 2010 who are as follows:

Kevin Murphy	Group Chief Executive
David McCarthy	Group Finance Director
David Guinane	Chief Executive - Permanent TSB
Bill Hannan	Group Head of Risk and Compliance
David Harney	Chief Executive - Corporate Business
Gerry Hassett	Chief Executive - Irish Life Retail
Tony Hession	Group Head of Human Resources and Organisational Development
Gerry Keenan	Chief Executive - Irish Life Investment Managers
Brendan Healy	Group Chief Information Officer

Non-executive directors are compensated by way of fees only. The compensation of executive directors and other Group senior management comprises salary and other benefits together with pension

benefits. In addition they participate in the Group's profit-sharing, share option schemes and long-term incentive plans.

Total compensation to key management personnel from 1 January 2011 to 30 April 2011 is as follows:

Key Management Personnel	1 January 2011– 30 April 2011
	g'000
Fees	240
Salary and other benefits	1,557
Pension benefits
— defined benefit	(239)
— defined contribution	10
Equity settled benefits .	26

For key management who are members of a defined benefit scheme, the pension benefit included above is the decrease in transfer value during the period. Decreases are after adjustment for inflation and reflect additional pensionable service and earnings. For defined contribution schemes it is the contributions made by the Group to the scheme.

In the normal course of its business the Group had loan balances and transactions with key management personnel and connected persons as follows:

Key Management Personnel	Balance as at 30 April 2011	Number of persons as at 30 April 2011
Loans outstanding	e 399,266	4

Loans are granted on normal commercial terms and conditions with the exception of certain house loans where Executive Directors and senior management may avail of subsidised loans on the same terms as other eligible management of the Group. All interest and principal due at the statement of financial position date on loans has been repaid on schedule and no provision for loan impairment is required.

Since 30 April 2011 there have been no material changes to the terms of loans included in the above table other than capital repayments received which were made in compliance with standard conditions.

No specific provisions have been made in respect of any failure or anticipated failure to repay any of the above loans or interest thereon. There is no interest which, having fallen due on the above loans, has not been paid.

Loans to Directors

	Balance 1 January 2011 g'000	Principal repaid g'000	Balance 30 April 2011 g'000	Interest paid g'000	Maximum balance g'000
David McCarthy .	136	(3)	133	(1)	136
	136	(3)	133	(1)	136

This loan is secured on a residential investment property. Since 30 April 2011 there have been no material changes to the terms of the loan included in the above table, other than capital repayments received which were made in compliance with standard conditions.

Associate

IL&P has a commission agreement with its associated company, Allianz Ireland. Under this agreement, IL&P is paid commission for general insurance business written with Allianz Ireland through IL&P. Commission earned was e2.5 million in the period from 1 January 2011 to 30 April 2011. In addition, a subsidiary of the Group, ILIM, has an investment agreement with Allianz Ireland. Fees earned under this agreement were e0.1 million in the period from 1 January 2011 to 30 April 2011. All transactions with Allianz Ireland are priced on an arm's length basis.

Other

In the normal course of business, the Group provides investment management services to the Group's pension schemes. Fees earned under these agreements were e1.1 million in the period from 1 January 2011 to 30 April 2011.

Irish Government and Government Related Entities

CIFS Scheme

IL&P, Irish Permanent (IOM) Limited and Irish Nationwide (IOM) Limited were all participating covered institutions under the CIFS Scheme as described above. The CIFS Scheme terminated in September 2010.

ELG Scheme

IL&P and Irish Nationwide (IOM) Limited are participating covered institutions under the ELG Scheme which guarantees certain eligible liabilities (including deposits) of up to five years in maturity as described above. On 26 January 2011 and 17 February 2011 IL&P raised an aggregate of e3.4 billion through the issue of term bonds which it retained as collateral for its ''own use'' within the Eurosystem. These bonds were renewed in April 2011 to mature in August 2011. The total amount of guaranteed liabilities raised by IL&P and Irish Nationwide (IOM) Limited under the ELG Scheme as at 30 April 2011 was e18.5 billion. The charge to the income statement in respect of the ELG Scheme for the period from 1 January 2011 to 30 April 2011 was e59 million.

Emergency Liquidity Assistance

During 2010 the Central Bank also provided emergency liquidity assistance to Irish financial institutions as an additional response to the financial crisis. Loans are advanced to financial institutions under the emergency liquidity arrangements against suitable collateral in line with criteria defined by the Central Bank. As with procedures for ECB eligible collateral, appropriate discounts are applied to the collateral in determining the amount of funds that can be borrowed. At the end of April 2011, the Bank had a total of e565 million drawn down under these facilities.

Department of Finance Guarantee

On 18 March 2011, IL&P entered into a facility deed with the Central Bank pursuant to which the Central Bank (at its absolute discretion) may advance up to e5.0 billion to IL&P. Any loan made pursuant to the facility is guaranteed by the Minister. Pursuant to a separate counter indemnity agreement between the Minister and IL&P dated 18 March 2011, IL&P has agreed to comply with the terms of the facility deed and indemnify the Minister against any payments the Minister makes under its guarantee to the Central Bank. The facility is scheduled to expire on 18 July 2011.

The Stabilisation Act

The Stabilisation Act was passed into Irish law on 21 December 2010. The Stabilisation Act provides the legislative basis for the reorganisation and restructuring of the Irish banking system agreed in the Programme of Support. The Stabilisation Act applies to covered institutions who have received financial support from the Government, such as IL&P.

The Stabilisation Act provides broad powers to the Minister for Finance (in consultation with the Governor of the Central Bank) to act on financial stability grounds including to effect the restructuring action and recapitalisation measures envisaged in the programme. This allows the Minister to take the actions required to bring about a domestic retail bank system that is proportionate to and focused on the Irish economy.

As a result of the Group's participation in the ELG Scheme and the Stabilisation Act, the Government is recognised as a related party as the Government is deemed to have significant influence over the Group as defined by the accounting standards. The Group has applied the amended IAS 24 Related Party Disclosures, that exempts an entity from the related party disclosure requirements in respect of the Government and Government related entities unless transactions are individually significant or collectively significant. In the normal course of business the Group has entered into transactions with the Government and Government related entities involving deposits, senior debt, commercial paper and

dated subordinated debt. The following are transactions between the Group and the Government and Government related entities that are collectively significant in the period from 1 January 2011 to 30 April 2011.

At 30 April 2011, the Group holds securities issued by the Government and Government related entities of e5,086 million.

At 30 April 2011, deposits by banks included deposits of e3.2 billion placed by the NTMA. Of this amount, e0.2 billion are deposits collateralised on notes issued by special purpose vehicles controlled by the Group. The notes are secured by a first fixed charge over residential mortgages held by the special purpose vehicles, which form part of the Group's consolidated financial statements, while e3.0 billion, placed by the NTMA on 29 April 2011, are guaranteed under the ELG Scheme.

Included in the investment property portfolio are properties for which the Office of Public Works, on behalf of Government departments, is a tenant. These property investments are held in unit-linked funds. The total unit-linked rental income earned from these leases in the period from 1 January 2011 to 30 April 2011 was e3.9 million. Some other investment properties may include tenants who are agencies financed by the Government.

On 29 March 2010, the Group through its wholly owned subsidiary Irish Life Assurance, acquired 17 million B shares in National Asset Management Agency Investment Limited (NAMAIL), corresponding to one-third of the 51 million B shares issued by NAMAIL. NAMAIL also issued 49 million A shares to the National Asset Management Agency (NAMA). As at 30 April, the Group continued to hold 17 per cent. of the total ordinary share capital of NAMAIL. NAMAIL was established by NAMA for the purpose of performing certain of NAMA's functions.

The Government holds a 100 per cent. shareholding in Anglo Irish Bank Corporation Limited (Anglo Irish Bank), controlling interests in Educational Building Society, Irish Nationwide Building Society and Allied Irish Banks p.l.c. and has a significant influence over Bank of Ireland. Due to the Group's participation in the ELG Scheme, balances between these five financial institutions and the Group are considered related party transactions in accordance with the accounting standards.

The following table summarises the balances between the Group and these financial institutions:

As at 30 April 2011:

	Debt securities assets	Derivative assets	Loans and receivables to bank	Deposits by bank (including to central banks)	Derivative liabilities
	gm	gm	gm	gm	gm
Anglo Irish Bank	135	—	1	—	1
Educational Building Society	137	—	257	—	—
Allied Irish Bank p.l.c.	254	—	43	—	23
Bank of Ireland	252	—	—	91	1

6. MISCELLANEOUS

The Group

• (a) As at the close of business on 23 June 2011 (the latest practicable date prior to the publication of this Circular), Irish Life Assurance held 4,397,762 Shares. Irish Life Assurance will not vote on the Resolutions.
• (b) Save as disclosed in paragraph (a) above, and in paragraph 4 of Part VI (Additional Information) of this Circular, neither:
• (i) any subsidiary of the Company, nor any pension fund of the Company or any of its subsidiaries; nor
• (ii) any discretionary fund manager (other than an exempt fund manager) connected with the Company; nor
• (iii) any associate of the Company (as defined in the Takeover Rules),

owns or controls any Relevant Securities as at the close of business on 24 June 2011, (the latest practicable date prior to the publication of this Circular), nor has any such person dealt for value in any Relevant Securities therein in the last twelve months.

• (c) So far as the Company, its Directors and any associate of the Company are aware, neither the Company nor any associate of the Company has any arrangement with any other person in relation to Relevant Securities. For these purposes ''arrangement'' includes any indemnity or option arrangement or any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Securities which may be an inducement to deal or refrain from dealing.
• (d) The Company has not redeemed or purchased any Relevant Securities during the twelve months before the date of this Circular.
• (e) It is proposed that as of the date of this Circular, the Company and the Bank will enter into the Placing Agreement with the NTMA and the Minister in respect of the State Investment. Details of the terms of the Placing Agreement are set out in Part III (Further Details on the Proposals) of this Circular.

The Minister

As at the close of business on 24 June 2011 (the latest practicable date prior to the publication of this Circular), the Minister held 5,476 Shares. The Minister has not dealt for value in any Relevant Securities in the last 12 months preceding the date of the Circular. The Minister will abstain from voting on the Resolutions.

7. MATERIAL CONTRACTS

The following are all of the contracts (not being contracts entered into in the ordinary course of business) that have been entered into by members of the Group (a) within the two years immediately preceding the date of this Circular which are, or may be, material to the Group; or (b) at any time and contain obligations or entitlements which are, or may be, material to the Group as at the date of the Circular.

Guarantee Acceptance Deeds in respect of the CIFS Scheme

In 2008, IL&P and Irish Permanent (IOM) Limited entered into guarantee acceptance deeds pursuant to which each of them agreed to adhere to, and be subject to, the provisions of the CIFS Scheme.

ELG Scheme

In January 2010, IL&P joined the ELG Scheme by executing an eligible liability guarantee deed in favour of the Minister for Finance and was issued a ''participating institution certificate'' pursuant to the ELG Scheme. Pursuant to the eligible liability guarantee deed, the Company has given certain covenants in favour of the Minister and also given an indemnity for costs incurred by the Minister in respect of the ELG Scheme.

Acquisition of Irish Nationwide deposits

In February 2011, IL&P acquired e3.6 billion worth of deposits from the INBS, comprising of Irish retail deposits (e2.7 billion), Irish corporate deposits (e0.5 billion) and Isle of Man deposits of e0.4 billion. IL&P also received assets supporting these deposits which comprised senior NAMA Bonds with a par value of e2.9 billion and Irish Government and Irish financial institutions' Government guaranteed bonds with a par value of approximately e0.7 billion and shares in INBS's Isle of Man subsidiary. The transfer was effected pursuant to a Transfer Order issued by the High Court under the Stabilisation Act. Under the TUPE Regulations, 237 employees of INBS were also transferred to the Group. No branches of INBS were acquired.

Placing Agreement

As of the date of this Circular, the Company and the Bank will enter into the Placing Agreement with the NTMA and the Minister. Details of the terms of the Placing Agreement are set out in Part III (Further Details on the Proposals) of this Circular.

Contingent Capital Notes

Details of the terms of the Contingent Capital Notes to be issued by the Bank to the Minister as part of the Principal State investment are set out in Part III (Further Details on the Proposals) of this Circular.

Minister's Letter

Details of the terms of the Minister's Letter, with which the Company must comply pursuant to the terms of the Placing Agreement, are set out in Part III (Further Details on the Proposals) of this Circular).

Sponsorship Agreement

On the date of this Circular the Company, Deutsche Bank and Davy have entered into a sponsorship agreement. Pursuant to the terms of such sponsorship agreement Deutsche and Davy have agreed to act jointly as sponsors to the Company in connection with the application for approval of the Circular by the UKLA and Davy have, in addition, agreed to act as sponsor to the Company in connection with the application for approval of the Circular by the ISE. The Company has conferred on the sponsors all powers, authorities and discretions which are necessary or reasonably incidental to the sponsors' obligations and has agreed to ratify all actions lawfully and properly done by the sponsors pursuant to the agreement. The obligations of the sponsors are subject to certain conditions which are typical for an agreement of this nature, including the continued accuracy of certain warranties. In addition, the sponsors have the right to terminate the agreement before the later of (i) completion of the Principal State Investment and (ii) delisting of the Shares from the Official List of the Irish Stock Exchange and the Official List of UKLA in certain specified circumstances, in which case the agreement will lapse. Under the terms of the sponsorship agreement, the Company has agreed to provide the sponsors with certain indemnities, undertakings and warranties. The indemnities provided by the Company indemnify the sponsor against, inter alia, claims made against them or losses incurred by them, subject to certain exceptions.

8. MATERIAL GOVERNMENTAL, LEGAL OR ARBITRATION PROCEEDINGS

Save as disclosed in the paragraphs below, there are no governmental, legal or arbitrational proceedings (including any such proceedings which are pending or threatened of which the Group is aware), during the twelve months preceding the date of this Circular which may have, or have had in the recent past significant effects on the Group's financial position or profitability.

Transactions with Anglo Irish Bank Corporation Limited

Since 31 December 2008, the Group has been subject to investigations by a number of statutory bodies including the Financial Regulator (Insurance Section) into deposits placed by ILA with Anglo Irish Bank p.l.c. (now called Anglo Irish Bank Corporation Limited (Anglo)) on various dates in 2008. As at 24 June 2011, being the latest practicable date prior to the date of this Circular, these investigations were ongoing. The Group has engaged with and co-operated fully with the Financial Regulator, and other Government, regulatory and supervisory authorities in their investigations.

The Anglo Transactions came to the attention of the IL&P Board in February 2009. The then Group Chief Executive, the then Group Finance Director and the then Head of Group Treasury offered their resignations at that time, which resignations were accepted by the IL&P Board. The IL&P Board has stated that the Anglo Transactions should not have occurred. The IL&P Board has also stated that it was not made aware of the transactions and that, had permission been sought for the transactions, such permission would not have been given.

The subject matter of these investigations could give rise to claims against ILA and, depending on the outcome of any investigations, enforcement authorities may seek to impose substantial fines (with a maximum fine of e5 million) and penalties on ILA.

Settlement with Financial Regulator

In 2009, IL&P discovered that it had inadvertently breached regulatory reporting requirements. Upon such discovery, IL&P promptly notified the Financial Regulator on 3 March 2009. IL&P entered into a settlement agreement with the Financial Regulator with effect from 3 September 2009 in relation to such breaches of regulatory reporting requirements. The Financial Regulator reprimanded IL&P and required it to pay a monetary penalty in the sum of e600,000. The Financial Regulator confirmed that IL&P had

fully co-operated with the Financial Regulator and that it had been open and transparent throughout the examination. IL&P took prompt and complete remedial action to fully rectify the breaches and the matter is now closed.

9. SIGNIFICANT CHANGE

From 31 December 2010 (being the date to which the last audited consolidated financial statements of the Company were prepared) to the date of this Circular, there has been no significant change in the trading position of the Group, save for an increase in government guarantee costs which was driven by the funding mix and application of higher ELG charges and the impact of persistency experience in the Irish Life Group as outlined in the Interim Management Statement, set out in Part I (Letter from the Chairman) of this Circular, and no significant change in the financial position of the Group, save as disclosed for changes resulting from the INBS Transaction as referred to in note 2 to the pro forma statement of financial position in Part IV (Unaudited Pro Forma Financial Information) of this Circular.

10. CONSENTS

Deutsche Bank has given and not withdrawn its written consent to the issue of this Circular with the inclusion herein of the references to its name in the form and context in which they appear.

Davy has given and not withdrawn its written consent to the issue of this Circular with the inclusion herein of the references to its name in the form and context in which they appear.

KPMG, Chartered Accountants, has given and has not withdrawn its written consent to the inclusion herein of its report on the Pro Forma Financial Information set out in Part IV (Unaudited Pro Forma Financial Information) and the references to its report and its name in the form and context in which they appear.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during usual business hours on any Business Day from the date of this Circular until the EGM at the offices of the Company at the Irish Life Centre, Lower Abbey Street, Dublin 1 and A&L Goodbody, Augustine House, 6A Austin Friars, London, EC2N 2HA, England, respectively:

• (i) this Circular dated 27 June 2011;
• (ii) the Memorandum and Articles of Association of the Company;
• (iii) the 2008 Annual Report, the 2009 Annual Report and the 2010 Annual Report;
• (iv) the Form of Proxy;
• (v) the consent letters referred to in paragraph 10 above;
• (vi) the Placing Agreement and the Minister's Letter;
• (vii) the report on the Unaudited Pro Forma Financial Information by KPMG set out in Part IV (Unaudited Pro Forma Financial Information) of this Circular;
• (viii) the letter from the Takeover Panel to Davy Corporate Finance dated 23 June 2011 granting to the Minister, subject to specified conditions, a waiver of its potential obligation under Rule 9 of the Takeover Rules to make a mandatory offer;
• (ix) the letter from the Takeover Panel to the legal advisers of the Minister dated 23 June 2011 granting to the Minister, subject to specified conditions, a waiver of his potential obligation under Rule 9 of the Takeover Rules to make a mandatory offer;
• (x) the letter from Deutsche Bank who have been appointed by the Company to advise the Directors and the Shareholders, which contains advice in relation to the Proposals (including in relation to resolution 2 relating to the proposed Whitewash Waiver of the obligation under Rule 9 of the Takeover Rules) dated 27 June, 2011; and
• (xi) the letter from Davy Corporate Finance who have been appointed by the Company to advise the Directors and the Shareholders, which contains advice in relation to the Proposals (including in relation to resolution 2 relating to the proposed Whitewash Waiver of the obligation under Rule 9 of the Takeover Rules) dated 27 June, 2011.

12. DOCUMENTS INCORPORATED BY REFERENCE

The 2010 Annual Report, the 2009 Annual Report and the 2008 Annual Report are available for inspection in accordance with paragraph 11 of this Part VI.

The table below sets out the various sections of such documents which are incorporated by reference into this Circular so as to provide the information required under the Listing Rules.

Document	Section	Page Number
2010 Annual Report	Financial Statements	68–231
2010 Annual Report	Notes to the Group Financial Statements	200–204
2009 Annual Report	Notes to the Group Financial Statements	203–208
2008 Annual Report	Notes to the Group Financial Statements	142–145

The parts of the documents other than those incorporated by reference (as per the table above) are either not relevant or covered elsewhere in this Circular. Information that is itself incorporated by reference in the above documents is not incorporated by reference into this Circular. It should be noted that, except as set forth above, no other parts of the above documents are incorporated by reference into this Circular.

13. STABILISATION ACT—DIRECTION ORDER

In the event that the Resolutions are not passed, the Minister may commence the procedure that could lead to an application to the High Court under the terms of the Stabilisation Act to enable the Bank to comply with its regulatory capital requirements no later than 31 July 2011. The procedure in accordance with the Stabilisation Act would be expected to involve the following steps:

• (a) The Minister considers the terms of any direction order that would be required to recapitalise the Bank. It is likely that this would include, but is not limited to, directing the Company to increase its authorised share capital, giving the Directors authority to issue shares, and directing the issue of shares in the Company to the State. This would likely lead to directing the Company to seek a cancellation of its listing.
• (b) The Minister consults the Governor of the Central Bank as to the necessity of the proposed direction order.
• (c) If, having consulted the Governor, the Minister is of the opinion that making a direction order in the terms of the proposed direction order is necessary to secure the achievement of a purpose of the Stabilisation Act, the Minister may make the proposed direction order.
• (d) The Minister must then, unless there are ''exceptional circumstances'', give written notice to the Company setting out the terms of the proposed direction order, accompanied by a summary of the reasons why the Minister is of the opinion that a direction order in the terms of the proposed direction order is necessary, and give the Company 48 hours to make written submissions to the Minister. If the Company consents, the 48 hour period can be abridged.

''exceptional circumstances'' for these purposes means where there is an imminent threat to the financial stability of the institution so that complying with the notice requirement would result in significant damage to that institution, or there is an imminent threat to the financial stability of the financial system in the State so that complying with the notice requirement would result in significant damage to the stability of that system, or there are reasonable grounds for believing that confidentiality with regard to the proposed direction order would not be maintained and that this would have significant adverse consequences.

• (e) After complying with the procedure outlined above, the Minister may apply ex parte to the High Court for an order in the terms of the proposed direction order. The High Court may grant the requested order if it is satisfied that (i) the procedure outlined above has been satisfied, (ii) the Minister's opinion as to the necessity of the order (see (c) above) is reasonable, and (iii) such opinion was not vitiated by error of law.
• (f) The High Court may make an order in the terms of the proposed direction order, or in varied or amended terms if the High Court is not satisfied on (e)(i), (ii) or (iii) above, or it is appropriate to do so having regard to any report prepared by the Central Bank, or it is otherwise necessary for the purpose(s) specified in the proposed direction order or any other purpose of the Stabilisation Act.

(g) The Company, or any Shareholder, may apply to the High Court within 5 working days after a direction order is made to set aside the order. The High Court may set aside a direction order if the High Court is not satisfied on (e)(i), (ii) or (iii) above, or it is appropriate to do so having regard to any report prepared by the Central Bank, or it is otherwise necessary for the purpose(s) specified in the proposed direction order or any other purpose of the Stabilisation Act.

PART VII:

DEFINITIONS

The following definitions apply throughout this Circular unless the context requires otherwise:

2008 Annual Report	IL&P's annual report and financial statements for the year ended 31 December 2008;
2009 Annual Report	IL&P's annual report and financial statements for the year ended 31 December 2009;
2010 Annual Report	the Company's annual report and financial statements for the year ended 31 December 2010;
1983 Act	the Companies (Amendment) Act 1983;
Allianz Ireland	Allianz-Irish Life Holdings p.l.c., a public limited company incorporated in Ireland (registered number 153029) and having its registered office at Allianz House, Elmpark, Merrion Road, Dublin 4;
Anglo Transactions	certain transactions (more particularly described in Part VI (Additional Information) of this Circular) which occurred in 2008 between members of the Group and Anglo Irish Bank p.l.c. (now Anglo Irish Bank Corporation Limited);
Annual Reports	IL&P's annual report and financial statements for the years ended 31 December 2008 and 31 December 2009 and the Company's annual report and financial statements for the year ended 31 December 2010;
Approved Profit Sharing Schemes	the Irish Life & Permanent Group Holdings p.l.c. (New ILP) 2001 Group Profit Sharing Scheme and the TSB Approved Profit Sharing Scheme;
Articles of Association	the articles of association of the Company, as proposed to be
	amended at the Extraordinary General Meeting;
Bank	Irish Life & Permanent p.l.c., trading as Permanent TSB;
Basel II	the June 2006 Basel Committee document titled ''International Convergence of Capital Measurement and Capital Standards'', which is a revised and consolidated version of previous Basel Committee publications and sometimes known as the Basel Capital Accord;
Basel III	the press release issued by the Basel Committee on 12 September 2010 titled ''Group of Governors and Heads of Supervision announces higher global minimum capital standards'';
Board	the board of directors of the Company from time to time, the members of which as at the date of this Circular are listed in the Chairman's Letter;
Business Day	a day, not being a Saturday, Sunday or public holiday, on which banks are open for normal banking business in Dublin, Ireland;
Capital Generated from Group Resources	the amount of e0.2 billion of Core Tier 1 Capital, representing part of the Total Gross Capital Requirement to be met from internal Group resources;

Central Bank of Ireland or the Central Bank	the Central Bank of Ireland established pursuant to the Central Bank Acts 1942 to 2010;
Chairman's Letter	the letter from Alan Cook, Chairman of the Company, contained in Part I (Letter from the Chairman) of this Circular;
CIFS Scheme	the bank guarantee scheme introduced in Ireland pursuant to the Credit Institutions (Financial Support) Scheme 2008 (S.I. No. 411 of 2008) which expired on 29 September 2010;
Circular	this circular to Shareholders dated 27 June 2011, issued by the Company in connection with the Proposals;
Class Tests	the tests set out in the Listing Rules which are used to determine how a transaction is to be classified for the purposes of the Listing Rules;
Common Equity Core Tier 1 Ratio	all items that constitute common equity tier 1 capital less deductions from and any other adjustments to common equity tier 1 capital, in each case within the meaning of these terms or equivalent in the CRD IV and as implemented, where necessary, in Ireland through legislation;
Companies Acts	the Companies Acts of Ireland 1963 to 2009 and every statutory modification and re-enactment thereof for the time being in force;
Company	Irish Life & Permanent Group Holdings p.l.c.;
Contingent Capital Agreement	the contingent capital agency agreement pursuant to which the Contingent Capital Notes will be constituted and to which the Bank will be a party and the contingent capital purchase agreement to be entered into between the Bank and the Minister for Finance pursuant to which the Bank agrees to issue to the Minister for Finance, and the Minister for Finance agrees to subscribe for, the Contingent Capital Notes (conditional upon completion of the issue of the new Ordinary Shares by the Company to the Minister for Finance pursuant to the Placing Agreement becoming unconditional);
Contingent Capital Notes	e0.4 billion dated subordinated Tier 2 debt instruments to be issued by IL&P to the Minister as part of the State Investment (more particularly described in Part III (Further Details on the Proposals) of this Circular;
Core Tier 1 Capital	amounts that constitute at any given time, under the regulatory framework then applicable to the Bank, core tier 1 capital (within the meaning of the Central Bank of Ireland's requirements at such time or equivalent);
Core Tier 1 Capital Ratio	the amount of the Bank's Core Tier 1 Capital as a proportion of its Risk Weighted Assets;
CRD	the Capital Requirements Directive (which comprises Directive 2006/48/EC (recast) and Directive 2006/49/EC (recast));
CRD IV	is a proposal for a Directive of the European Parliament and of the Council which will amend Directives 2006/48/EC and 2006/49/EC, principally in order to implement in the EU, the reforms agreed by the Basel Committee on Banking Supervision in December 2010 (Basel III), including reforms to the definition of capital and counterparty credit risk and the introduction of a leverage ratio and liquidity requirements;
CREST	the relevant system (as defined in the Companies Act 1990 (Uncertificated Securities) Regulations 1996), as amended,

	enabling title to securities to be evidenced and transferred in dematerialised form operated by Euroclear;
Davy	J&E Davy trading as Davy;
Delegated Function	the banking system functions delegated by the Minister to the NTMA pursuant to the National Treasury Management Agency Act 1990 (Delegation of Banking System Functions) Order of 2010 (the 2010 Order) and the direction issued to the NTMA under Section 4(4) of the National Treasury Management Agency Act 1990 on its functions under the 2010 Order;
Department of Finance	the Department of Finance of Ireland;
Deposit Guarantee Scheme	the deposit protection scheme operated in accordance with the Financial Services (Deposit Guarantee Scheme) Act 2009, the European Communities (Deposit Guarantee Schemes) Regulations 1995 (as amended) and the European Communities (Deposit Guarantee Schemes) (Amendment) Regulations 2009;
Deutsche Bank	Deutsche Bank AG, London Branch;
Directors	the Directors of the Company at the date of this Circular;
Disclosure and Transparency Rules	means the rules made by the FSA of the United Kingdom and the Central Bank relating to the disclosure of information in respect of financial instruments which have been admitted to the trading on a regulated market or for which a request for admission to trading on such a market has been made;
ECB	European Central Bank;
EU Merger Regulation	Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings;
ELG Scheme	the Eligible Liabilities Guarantee Scheme established under the Credit Institutions (Financial Support) Act 2008 as amended by the Credit Institutions (Eligible Liabilities Guarantee) (Amendment) (No. 2) Scheme 2010 (S.I. No. 546/2010);
Employee Share Schemes	the Share Option Plans and the Approved Profit Sharing Schemes;
ESM or Enterprise Securities Market	the Enterprise Securities Market of the Irish Stock Exchange;
ESM Rules	the rules for companies listed on the ESM;
EU or European Union	the European Union;
EU Restructuring Plan	the restructuring plan for the Group to be prepared by the Company and to be submitted by the Department of Finance to the European Commission for approval under EU State aid rules;
Euro, EUR or g	the lawful currency of Ireland and such other countries which are members of the Euro Zone Markets;
European Commission or EC	the Commission of the European Union;
Eurosystem	the central banking system of the euro area comprising the European Central Bank and the national central banks of the European Union member states whose common currency is the Euro;

Euro Zone Markets	such countries which have adopted the Euro as their official currency and which currently include Austria, Belgium, Cyprus, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Malta, the Netherlands, Portugal, Slovakia, Slovenia and Spain;
Euroclear	Euroclear UK & Ireland Limited incorporated in England and Wales with registered number 2878738;
Executive Directors	the Executive Directors of the Company, being Kevin Murphy and David McCarthy;
External Authorities	European Commission, the ECB and the IMF;
Extraordinary General Meeting or EGM	the extraordinary general meeting of the Company scheduled to take place on 20 July 2011, or as adjourned;
Final Investment Date	a date to be specified by the Central Bank or the Minister as the final investment date for the Company to raise the Total Gross Capital Requirement;
Financial Measures Programme or FMP	the Financial Measures Programme, implementing the Central Bank's obligations under the agreement between Ireland and the European Commission, the ECB and the IMF, the results of which were announced on 31 March 2011;
Financial Regulator	the Irish Financial Services Regulatory Authority, as part of the Central Bank and Financial Services Authority of Ireland, whose functions have been performed by the Central Bank since 1 October 2010;
FMPR	the report published by the Central Bank of Ireland containing the Financial Measures Programme;
Form of Proxy	the BLUE form of proxy for the EGM;
FSA	the Financial Services Authority of the UK and, where referred to in the context of Admission, means the UK Listing Authority;
FSMA	the Financial Services and Markets Act 2000 of the United Kingdom, as amended;
Government or Irish Government	the Government of Ireland;
Government Guarantee Schemes	the CIFS Scheme and the ELG Scheme;
Group	the Company and its subsidiaries and subsidiary undertakings and, where the context requires, its associated undertakings as at the date of this Circular;
ICAAP	the internal capital adequacy assessment process adopted by the Bank;
IL&P	Irish Life & Permanent p.l.c., a public company incorporated in Ireland (registered number 222332) with its registered office at Irish Life Centre, Lower Abbey Street, Dublin 1, Ireland;
IMF	International Monetary Fund;
INBS	Irish Nationwide Building Society;
INBS Transaction	the transaction whereby, pursuant to a Transfer Order (under the Stabilisation Act) issued by the High Court, the Group announced on 24 February 2011 INBS had transferred selected assets and liabilities into the Group's banking business;
Interim Management Statement or IMS	the interim management statement of the Company issued on 18 May 2011;

Institutions	the IMF, ECB and EU;
Ireland or Republic of Ireland	Ireland excluding Northern Ireland and the word Irish shall be construed accordingly;
Irish Life	Irish Life Limited, a private company incorporated in Ireland (registered number 152735) with its registered office at Irish Life Centre, Lower Abbey Street, Dublin 1, Ireland;
Irish Life Assurance or ILA	Irish Life Assurance p.l.c. a public limited company incorporated in Ireland (registered number 152576) with its registered office at Irish Life Centre, Lower Abbey Street, Dublin 1, Ireland;
Irish Life Group	Irish Life and its subsidiaries and subsidiary undertakings and where the context requires, its associated undertakings as at the date of this Circular;
Irish Life International	Irish Life International Limited, a private company incorporated in Ireland (registered number 218391) with its registered office at Irish Life Centre, Abbey Street, Dublin 1;
Irish Life Investment Managers or ILIM	Irish Life Investment Managers Limited, a private limited company incorporated in Ireland (registered number 116000) with its registered office at Beresford Court, Beresford Place, Dublin 1;
Irish State	Ireland;
Irish Stock Exchange or ISE	Irish Stock Exchange Limited;
KPMG	KPMG, a firm of chartered accountants registered with the Institute of Chartered Accountants in Ireland;
LDR	loan to deposit ratio;
Liability Management Exercise or LME	the exchange of Tier 2 Instruments for cash as described in Section 3 of Part III (Further Details on the Proposals) of this Circular;
Listing Rules	the listing rules of the ISE and/or the listing rules issued by the UK Listing Authority;
London Stock Exchange	London Stock Exchange p.l.c.;
Market Abuse Rules	the Market Abuse (Directive 2003/6/EC) Regulations 2005 together with the Market Abuse Rules issued in connection therewith;
Minister or Minister for Finance	the Minister for Finance of Ireland;
Minister's Letter	the letter from the Minister to the Company dated on or around the date of this Circular;
NAMA	the National Asset Management Agency, established by the NAMA Act and, where the context permits, other members of NAMA's group, including subsidiaries and associated companies;
NAMA Act	the National Asset Management Agency Act 2009;
NAMA Assets	such classes of assets, including, but not limited to, land and property development loans and certain associated loans, as shall have been prescribed by the Minister for Finance as necessary for the purposes of the NAMA Act for inclusion in the NAMA Programme;
NAMA Bonds	notes, bills, bonds or other financial instruments issued and to be issued by NAMA or a NAMA Group Entity (and guaranteed

	by the Minister for Finance) or by the Minister for Finance to a participating institution in consideration for the acquisition of NAMA Assets by NAMA or a NAMA Group Entity in accordance with the NAMA Act;
NAMA Group Entity	(a) a subsidiary of NAMA; and (b) any other body corporate and any trust, partnership, arrangement for the sharing of profits and losses, joint venture, association, syndicate or other arrangement formed, registered, incorporated or established by NAMA for the purpose of performing any of its functions under the NAMA Act;
NAMA Programme	the programme through which NAMA has acquired or will acquire NAMA Assets from participating institutions on the terms specified in or pursuant to the NAMA Act;
Non-Executive Directors	the non-executive directors of the Company, being, as at the date of this Circular, those indicated as such on page 1 of the Chairman's Letter;
Notice of EGM	the notice of the EGM in the form set out in the Appendix to this Circular;
NTMA	the National Treasury Management Agency, as established by the National Treasury Management Agency Act 1990 and authorised pursuant to the Delegated Functions to act as agent of the Minister;
Official Lists	the Official List of the Irish Stock Exchange and/or, as appropriate, the Official List of the UK Listing Authority;
Ordinary Shares	Shares;
PCAR 2011	Prudential Capital Assessment Review 2011, being a stress test of the capital resources of three Irish domestic banks and one Irish domestic building society under a given stress scenario, undertaken in order to calculate the cost of recapitalisation required to meet Central Bank of Ireland imposed requirements, undertaken as part of the FMP;
Placing Agreement	the Placing Agreement dated as of the date of this Circular between the Company, the Bank, the NTMA and the Minister in connection with the State Investment;
PLAR 2011	Prudential Liquidity Assessment Review 2011, being a review which establishes funding targets for the institutions participating in the PCAR 2011 in order to reduce the leverage of the banking system, reduce banks' reliance on short-term, largely central bank funding, and ensure convergence to Basel III liquidity standards over time, undertaken as part of the FMP;
Principal State Investment	the commitment of the Minister to subscribe for e2.3 billion for new Ordinary Shares in the Company and e0.4 billion for Contingent Capital Notes;
Pro Forma Financial Information	the unaudited pro forma financial information of the Group as at 31 December 2010, set out in Part IV (Unaudited Pro Forma Financial Information) of this Circular, illustrating the effects of the Remaining Capital Requirement, the INBS Transaction and Capital Generated from Group Resources on the financial position of the Group and the Risk Weighted Assets and regulatory capital ratios of the Bank as at 31 December 2010 as if they had each occurred on that date;

Programme of Support	the Programme of Financial Support for Ireland agreed between the Government and the External Authorities on 28 November 2010 as updated on 28 April 2011;
Proposals	the State Investment, the approval of the Whitewash Waiver of the obligation of the Minister to make a mandatory offer under Rule 9 of the Takeover Rules, the de-listing of the Company from the Official Lists and the renominalisation of all Ordinary Shares;
Prospectus Regulations	the Prospectus (Directive 2003/71/EC) Regulations, 2005 of Ireland together with the prospectus rules published by the Central Bank dated August 2008;
PTSB	Permanent TSB, the trading name under which banking business is carried on by Irish Life & Permanent p.l.c.;
Relevant Institution	a licensed bank registered in the Irish State which has received or is to be given financial support by the Minister, a subsidiary or a holding company of any such bank, together with such other bodies as the Minister may from time to time prescribe;
Relevant Securities	relevant securities as defined in the Takeover Rules;
Remaining Capital Requirement	the Total Gross Capital Requirement less the amount of e0.2 billion represented by Core Tier 1 Capital to be met from internal Group resources;
Resolutions	the ordinary resolutions and the special resolution set out in the Notice of EGM;
Restricted Jurisdictions	jurisdictions outside Ireland and the United Kingdom in respect
	of which the Board considers that the distribution of this Circular into such jurisdictions may infringe the laws of such jurisdiction or that to seek legal advice in relation thereto would be unduly onerous having regard (without limitation) to the cost and inconvenience of obtaining such advice and complying with any requirements that might be contained in such advice, or that the distribution of this Circular into any such jurisdiction might require the Company to observe any governmental or other consent or effect any registration, filing or other formality with which, in the opinion of the Board, it would be unable to comply or which it regards as unduly onerous having regard (without limitation) to the cost and inconvenience of observing such consent or effecting such registration, filing or other formality;
Risk Weighted Assets	assets which are weighted for credit risk according to a formula used by banks that conforms to the Bank of International Settlement's capital adequacy guidelines;
ROI	Republic of Ireland;
Share Option Plans	the Irish Life & Permanent Group Holdings p.l.c. (New ILP) Performance Option Plan 2000 and the Irish Life & Permanent Group Holdings p.l.c. (New ILP) Approved Share Option Scheme 2001;
Shareholders	holders of Shares (and includes a reference to one or more of them);
Shares	the ordinary shares of e0.32 each in the capital of the Company or, as the context requires, Ordinary Shares of e0.031 each in the capital of the Company;

Standby State Investment	the investment by the Minister of up to e1.1 billion in the Company to the extent that the Liability Management Exercise and possible asset disposals by IL&P do not together generate e1.1 billion of Core Tier 1 Capital;
State Investment	the subscription by the Minister, subject to certain conditions, for the State Securities for an aggregate subscription amount of up to e3.8 billion;
State Securities	up to e3.4 billion of Ordinary Shares and e0.4 billion of Contingent Capital Notes;
Takeover Bids Regulations	the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 (S.I. No. 255 of 2006);
Takeover Panel	the Irish Takeover Panel, established pursuant to the Irish Takeover Panel Act 1997;
Takeover Panel Act	the Irish Takeover Panel Act 1997;
Takeover Rules or the Irish Takeover Rules	the Irish Takeover Panel Act 1997, Takeover Rules 2007 to 2008;
Tier 2 Capital	subordinated debt, revaluation reserves, collective loan loss provisions and other terms which under the CRD qualify as Tier 2 Captial;
Tier 2 Instruments	Tier 2 Loans and Tier 2 Securities;
Tier 2 Loans	certain subordinated loans issued by the Bank which qualify as Tier 2 Capital;
Tier 2 Securities	subordinated securities issued by the Bank which qualify as Tier 2 Capital;
Total Capital	Core Tier 1 Capital plus Tier 2 Capital;
Total Capital Ratio	the amount of the Bank's Total Capital as a proportion of its Risk Weighted Assets;
Total Gross Capital Requirement	the amount of e4.0 billion in Core Tier 1 Capital required by the Bank arising from the FMPR;
Transfer Order	an order proposed by the Minister under Section 33 of the Stabilisation Act and approved by the Irish High Court in relation to the transfer of assets and/or liabilities of a Relevant Institution;
Transparency Regulations	the Transparency (Directive 2004/109/EC) Regulations 2007 as amended by the Transparency (Directive 2004/109/EC) (Amendment) Regulations 2010, including the transparency rules issued by the Central Bank of Ireland in September 2009 under Section 22 of the Investment Funds, Companies and Miscellaneous Provisions Act, 2006;
TUPE Regulations	European Communities (Protection of Employees on Transfer of Undertaking) Regulations, 2003;
UK Listing Authority or UKLA	the FSA acting in its capacity as the competent authority for the purposes of Part VI of the FSMA and in the exercise of its functions in respect of Admission to the Official List of the FSA otherwise than in accordance with Part VI of FSMA;
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland;
United States or US	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction;

Voting Rights	the total votes capable of being cast at a general meeting of the Company if all Shareholders entitled to do so attend and cast their votes; and
Whitewash Waiver	the waiver as set out in the letter to Davy Corporate Finance from the Takeover Panel dated 23 June 2011.

Any reference to any provision of any legislation shall include any provision in any legislation that amends, modifies, consolidates, re-enacts, extends or replaces the same.

Words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine or neutral gender.

APPENDIX:

NOTICE OF EXTRAORDINARY GENERAL MEETING of

IRISH LIFE & PERMANENT GROUP HOLDINGS p.l.c.

An Extraordinary General Meeting of Irish Life & Permanent Group Holdings p.l.c. (the ''Company'') will be held at the Ballsbridge Inn Hotel (formerly Jury's Hotel), Ballsbridge, Dublin 4, Ireland on 20 July 2011 at 11.30 a.m. (the ''EGM'') to consider and, if thought fit, pass the following resolutions, of which resolution 1 and resolution 2 will be proposed as ordinary resolutions and resolution 3 will be proposed as a special resolution. Shareholders should note that resolution 1 is conditional on resolution 2 and resolution 3 being passed; and that resolution 3 is conditional upon resolution 2 being passed.

ORDINARY RESOLUTIONS

• 1 ''THAT, subject to and conditional upon resolution 2 and resolution 3 being passed:
• (a) the authorised ordinary share capital of the Company be increased from e128,000,000 to e22,528,000,000, by the creation of 70,000,000,000 new ordinary shares of e0.32 each, ranking pari passu in all respects with the existing ordinary shares of e0.32;
• (b) the Directors of the Company be and are hereby generally and unconditionally authorised pursuant to and in accordance with Section 20 of the Companies (Amendment) Act 1983 (the ''1983 Act'') (in substitution for the authority conferred on the directors of the Company at the annual general meeting held on 18 May 2011) to exercise for the period of five years from the date of the passing of this resolution 1 all the powers of the Company to allot relevant securities (as defined in the 1983 Act) up to the authorised but unissued capital of the Company for the time being and that by such authority the Directors of the Company may make offers or agreements which would or might require the allotment of such securities after the expiry of such period and the Directors may allot relevant securities in pursuance of any such offer or agreement as if the power hereby conferred had not expired; and
• (c) that the State Investment, more particularly described and defined in the circular to shareholders of the Company dated 27 June 2011 (the ''Circular''), being a related party transaction for the purposes of the Listing Rules of the Irish Stock Exchange and the Listing Rules of the UK Listing Authority, be and is hereby approved and the Directors of the Company be authorised to enter such agreements and do such things as they may consider to be necessary or desirable in connection with the State Investment.''
• 2 ''THAT, the independent shareholders hereby approve the Minister for Finance holding in excess of 99 per cent. of the total voting rights capable of being cast at a general meeting of the Company (if all shareholders entitled to do so attend and cast their votes) which arises in the manner described in the Circular, without triggering an obligation on the Minister for Finance under the Irish Takeover Panel Act 1997, Takeover Rules 2007 to 2008 to make a general offer for the balance of the issued equity share capital and transferable voting securities of the Company.''

SPECIAL RESOLUTION

• 3 ''THAT, subject to and conditional upon resolution 2 being passed:
• (a) the issued and authorised but unissued share capital of the Company be altered at and with effect from 6.00 p.m. on 20 July 2011 or such other time and date as may be selected by the Directors by the subdivision of each issued and unissued ordinary share of e0.32 into 320 ordinary shares of e0.001 each and forthwith upon such sub-division that 289 ordinary shares of e0.001 each out of every 320 ordinary shares arising from such subdivision be consolidated and redesignated into one deferred share of e0.289, having the rights and being subject to the restrictions attaching to the deferred shares as are set out in the articles of association as adopted pursuant to paragraph (b) of this resolution 3 and that 31 ordinary shares of e0.001 each out of every 320 ordinary shares arising from such sub-division be consolidated into one ordinary share of e0.031, carrying the same rights and obligations as the existing ordinary shares of e0.32 each in the capital of the Company, save as to nominal value;
• (b) at the same time as resolution 3(a) above takes effect, the articles of association produced to the meeting (a copy of which regulations are initialed for identification by the chairman of the meeting) be adopted as the new articles of association of the Company in substitution for and

to the exclusion of the existing articles of association of the Company and that clause 5 of the memorandum of association of the Company be deleted and replaced with the following:

• ''5. The share capital of the Company is e22,828,000,000 divided into 70,400,000,000 Ordinary Shares of e0.031 each, 300,000,000 Non-Cumulative Preference Shares of e1 each and 70,400,000,000 Deferred Shares of e0.289 each, STG£100,000,000 divided into 100,000,000 Non-Cumulative Preference Shares of STG£1 each and US\$200,000,000 divided into 200,000,000 Non-Cumulative Preference Shares of US\$1 each.'';
• (c) the Directors are hereby empowered pursuant to Section 23 and Section 24(1) of the Companies (Amendment) Act, 1983 to allot equity securities within the meaning of the said Section 23 for cash as if Section 23(1) of the said Act did not apply to any such allotment, provided that this power shall be limited to the allotment of (a) the State Securities (including ordinary shares on conversion of the Contingent Capital Notes) as more particularly described and defined in the circular to shareholders of the Company dated 27 June 2011 (the ''Circular'') and (b) otherwise than in pursuance to (a) above, up to an aggregate nominal value of e4,428,517.44 (representing 5 per cent. of the issued ordinary share capital of the Company as of the date of this notice). The power hereby conferred shall, unless previously renewed, revoked or varied by special resolution of the Company in general meeting, expire on the expiry of the period of 5 years from the passing of this resolution, save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power hereby conferred had not expired. Any powers conferred on the Directors to allot equity securities in accordance with the said Section 23 and 24(1) in force immediately before this resolution is passed shall be revoked upon the coming into effect of this resolution; and
• (d) subject to ordinary shares being issued under the Principal State Investment (as defined in the Circular), the Directors be authorised to delist the Company from the Official List of the Irish Stock Exchange and the Official List of the UK Listing Authority and that the Directors be authorised to take all steps which are necessary to effect such delisting.''

By order of the Board Irish Life & Permanent Group Holdings p.l.c. Ciaran Long ´ Irish Life Centre Company Secretary Lower Abbey Street Dublin 1 Ireland

Dated: 27 June 2011

Notes

1. Documents available for inspection

Full and unabridged copies of:

• (a) the Circular dated 27 June 2011 in connection with which this Notice is issued (Circular);
• (b) the current memorandum and articles of association of the Company;
• (c) the memorandum and articles of association of the Company as proposed to be amended by special resolution;
• (d) the Form of Proxy; and
• (e) the Annual Reports (as defined in the Circular),

are available on the Company's website www.irishlifepermanent.ie and can be inspected at the offices of the Company at the Irish Life Centre, Lower Abbey Street, Dublin 1 and the UK at A&L Goodbody, Augustine House, 6A Austin Friars, London, EC2N 2HA, England, respectively, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) until close of business on the day of the EGM and will also be available for inspection at the EGM venue from 15 minutes before, and during, the EGM.

• 1. Information regarding the EGM, including the information required by section 133A (4) of the Companies Act 1963 (as amended) is available on the Company's website www.irishlifepermanent.ie.
• 1. Only those members registered in the register of members of the Company at:
• 6.00 p.m. on 18 July 2011; or
• if the EGM is adjourned, at 6.00 p.m. on the day that falls 48 hours before the time appointed for the adjourned meeting

shall be entitled to attend, speak, ask questions and vote at the EGM, or if relevant, any adjournment thereof.

• 1. A member entitled to attend, speak, ask questions and vote is entitled to appoint a proxy to attend, speak, ask questions and vote on his or her behalf at the EGM and may appoint more than one proxy to attend on the same occasion in respect of shares held in different securities accounts. A member acting as an intermediary on behalf of one or more clients may grant a proxy to each of its clients or their nominees and such intermediary may cast votes attaching to some of the shares differently from other shares held by it. The appointment of a proxy will entitle the proxy to attend, speak, ask questions and vote on the member's behalf at the relevant meeting or at any adjournment of such meeting. A proxy need not be a member of the Company. If you wish to appoint more than one proxy please contact the Registrars of the Company, Capita Registrars on +353 (1) 8102472.
• 1. A Form of Proxy is enclosed with this Notice of EGM. To be effective, the Form of Proxy duly completed and executed, together with (in the case of a corporate shareholder) any authority under which it is executed or a copy of such authority certified notarially or by a solicitor practising in the Republic of Ireland, must be deposited at the registered office of the Company or, at the shareholder's option, with the Registrars of the Company, by post to Capita Registrars, PO Box 7117, Dublin 2, Ireland or by hand (during normal business hours) to Capita Registrars, Unit 5, Manor Street Business Park, Manor Street, Dublin 7, Ireland, so as to be received no later than 48 hours before the time appointed for the EGM or adjourned EGM or (in the case of a poll taken otherwise than at or on the same day as the EGM or adjourned EGM) at least 48 hours before the taking of the poll at which it is to be used. Any alteration to the Form of Proxy must be initialled by the person who signs it.
• 1. Alternatively, subject to the articles of association of the Company and provided it is received not less than 48 hours before the time appointed for the holding of the EGM or adjourned EGM or (in the case of a poll taken otherwise than at or on the same day as the EGM or adjourned EGM) at least 48 hours before the taking of the poll at which it is to be used, the appointment of a proxy may:
• (a) be submitted by telefax to +353 (1) 8102422, provided it is received in legible form; or
• (b) be submitted electronically, subject to the terms and conditions of electronic voting, via the internet by accessing www.irishlifepermanent.ie or Capita Registrar's website www.capitaregistrars.ie, selecting Log on to Shareholder Services from the Online Services Menu, and following the instructions thereon; or
• (c) be submitted through CREST in the case of CREST members, CREST sponsored members or CREST members who have appointed voting service providers. Voting through CREST must be done in accordance with Euroclear specifications as set out in the CREST Manual and properly authenticated as set out in the said manual and received by the Registrar under CREST Participant ID7RA08.
• 1. In the case of a corporation the Form of Proxy must be either executed under its common seal, signed on its behalf by a duly authorised officer or attorney, or submitted electronically in accordance with note 6 above.
• 1. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered holders 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.
• 1. The completion and return of the Form of Proxy will not preclude a member from attending and voting at the meeting in person.
• 1. (a) Subject to 10(b) below, on any other business which may properly come before the EGM, or any adjournment thereof, and whether procedural or substantive in nature (including without limitation any motion to amend a resolution or adjourn the meeting) not specified in this Notice of EGM, the proxy will act at his/her discretion.
• (b) On any other business which may properly come before the EGM, or any adjournment thereof, (but is not specified in the Notice of the EGM) pursuant to Section 133B of the Companies Act 1963 (as amended), and in circumstances where a member has appointed the Chairman of the EGM, or any adjournment thereof, as his/her proxy, the member may instruct the Chairman as to how to vote on such resolution(s) by email or by post at least 48 hours before the EGM (or, as appropriate, any adjournment thereof). The instruction must be either:
  • (i) in hard copy form which is signed by the member or members, state the full name(s), address(es) and Investor Code Numbers of the member or members, and be sent to the Company Secretary, Irish Life & Permanent Group Holdings p.l.c., Irish Life Centre, Lower Abbey Street, Dublin 1; or
  • (ii) in electronic form containing a readable scanned document of the information set out in (i) above and emailed to investor.relations@irish.life.ie.

If no such instruction is received from the member or members in relation to any such business by such time, the Chairman of the EGM (or any adjournment thereof) shall vote on such resolution at his/her discretion.

• 1. The total number of issued ordinary shares on the date of this notice of EGM is 276,782,351. On a vote on a show of hands, every member present in person and every proxy has one vote (but no individual shall have more than one vote). On a poll every member shall have one vote for every share carrying rights of which he is the holder. Ordinary Resolutions require to be passed by a simple majority of members voting in person or by proxy. Special Resolutions require to be passed by a majority of 75 per cent. of members voting in person or by proxy.
• 1. Under Section 134C of the Companies Act 1963 (as amended), members have a right to ask questions related to items on the agenda of the EGM unless: answering the question would interfere unduly with the preparation for the EGM or the confidentiality or business interests of the Company; or the answer has already been given on a website in the form of an answer to a question; or it appears to the Chairman of the EGM that it is undesirable in the interests of good order of the EGM that the question be answered.
• 1. Under Section 133B of the Companies Act 1963 (as amended), a member or members meeting the qualification criteria set out below may table a draft resolution for an item on the agenda of the EGM. The relevant request must be made by a member or members holding 3 per cent. of the issued share capital, representing at least 3 per cent. of the total voting rights of all the members who have a right to vote at the EGM.

The request:

• must set out the draft resolution in full, or if supporting a draft resolution sent by another member, clearly identify the draft resolution which is being supported; and
• must be received by the Company not later than 6.00 p.m. on 13 July 2011.

The request must be either:

• (i) in hard copy form which is signed by the member or members, states the full name(s), address(es) and Investor Code Numbers of the member or members, and sent to the Company Secretary, Irish Life & Permanent Group Holdings p.l.c., Irish Life Centre, Lower Abbey Street, Dublin 1; or
• (ii) in electronic form containing a readable scanned document of the information set out in (i) above and emailed to investor.relations@irishlife.ie.

Any resolution so tabled must not be such as would be incapable of being passed or otherwise be ineffective whether by reason of inconsistency with any enactment of the Company's memorandum and articles of association or otherwise. Any draft resolution must not be defamatory of any person, frivolous or vexatious.

The Company will post validly received and constructed resolution(s) on the Company's website at www.irishlifepermanent.ie no later than 6.00 p.m. on 15 July 2011.

ADVISERS TO IRISH LIFE & PERMANENT GROUP HOLDINGS p.l.c.

Sponsors	Deutsche Bank AG, London Branch 1 Great Winchester Street London EC2N 2DB United Kingdom
	Davy Davy House 49 Dawson Street Dublin 2 Ireland
Independent Auditor	KPMG 1 Harbourmaster Place International Financial Services Centre Dublin 1 Ireland
Legal Advisers	A&L Goodbody International Financial Services Centre North Wall Quay Dublin 1 Ireland
	Clifford Chance LLP 10 Upper Bank Street London E14 5JJ United Kingdom
Registrar	Capita Registrars (Ireland) Limited Unit 5 Manor Street Business Park Manor Street Dublin 7 Ireland

Merrill Corporation Ltd, London 11ZBM49301