AIBG Aib Group Plc

3 April 2024

AIB GROUP PLC (the "Company")

NOTICE OF ANNUAL GENERAL MEETING 2024

The Annual General Meeting ("AGM") of the Company will be held on Thursday, 2 May 2024 at 10.00 a.m. at 10 Molesworth Street, Dublin 2. Shareholders may attend the AGM in person or listen to the proceedings over the telephone conference call facility. Instructions on how to join the conference call are available below.

AGM Documents

The following documents have been posted or made available to shareholders today:

·      Letter from the Chair and Notice of the 2024 AGM

·      Form of Proxy

In accordance with Listing Rule 6.1.59 of Euronext Dublin and Listing Rule 9.6.1 of the Financial Conduct Authority, copies of the Notice and the Form of Proxy will be submitted to Euronext Dublin and the UK National Storage Mechanism and will be shortly available for inspection at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Odd-lot Offer

The Company is also announcing, pursuant to Irish Listing Rule 9.4.4 and UK Listing Rule 12.4.4, that it is seeking authority from Shareholders at the AGM to put in place a mechanism to permit an Odd-lot Offer to Shareholders at any time up to 18 months following the AGM.  Under an Odd-lot Offer, it is intended that eligible holders of 20 or fewer Ordinary Shares will be offered the opportunity to sell their shares to the Company at a 5% premium to the market price at that time.  This will facilitate the disposal by eligible Odd-lot Holders of their shares at a 5% premium, without the dealing costs which would normally render such a disposal uneconomic.  Shareholders will have the ability to opt out of any Odd-lot Offer.  The mechanism will require an amendment to the Company's Articles of Association.

Subject to approval of the relevant proposals at the AGM, the timing for any proposed Odd-lot Offer will be at the discretion of the Directors, and will be subject to the prior approval of the European Central Bank.  Full details of the background to the Odd-Lot Offer proposal and the proposed terms of an Odd-lot Offer are included in the Notice of the AGM.

Proxy Voting

We invite Shareholders who will not attend the AGM in person to submit Forms of Proxy in advance to ensure that their votes count at the AGM.  These forms can be submitted by availing of one of the options set out in the Voting Instructions section of the Letter from the Chair.

Questions

While Shareholders will have an opportunity to ask questions at the AGM, we also invite Shareholders to submit relevant questions in advance of the AGM by email to secretariat@aib.ie.

AGM Conference call details

To access the live telephone conference call, Shareholders should use the following numbers:

It is recommended that Shareholders dial in at least 15 minutes prior to the start time.

Documents available on the Company's website

Copies of the Letter from the Chair and Notice of the 2024 AGM, the AIB Group plc Annual Financial Report for the year ended 31 December 2023, the Directed Buyback Contract, Proposed Odd-lot Offer Purchase Contract, Current Constitution of the Company (dated 6 May 2021), Proposed Constitution of the Company with amendments redlined and details of the total number of shares and voting rights at the date of the Notice are also available to view on the Company's website: www.aib.ie/investorrelations/shareholder-information/annual-general-meeting.

Q1 2024 Trading Update

The Company will issue its Q1 2024 Trading Update on Thursday, 2 May 2024.

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Contact details:

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