AIB : Results of Extraordinary General Meeting 2024 - Text of Special Resolutions

RESOLUTIONS

OF

AIB GROUP PLC

(the "Company")

At an Extraordinary General Meeting of the Company held at 10 Molesworth Street, Dublin 2 on Thursday, 2 May 2024, the following Resolutions were passed: Resolution 1 was passed as a Special Resolution and Resolution 2 was passed as an Ordinary Resolution.

SPECIAL RESOLUTION

1. That the terms of the contract between the Company and the Minster for Finance (a copy of which has been produced to the meeting and has been made available for inspection at the Company's registered office from the date of the notice of this meeting to the date of this meeting) (the "Buyback Contract") providing for an off-market purchase (as defined by Section 1072 of the Companies Act 2014) from the Minister for Finance of fully paid ordinary shares in the capital of the Company ("Ordinary Shares") on the terms and conditions set out in the Buyback Contract, be and are hereby approved and authorised for the purposes of Section 1075 of the Companies Act 2014 and the Company be and is hereby authorised to make such off-market purchase from the Minister for Finance, provided that:

1. the authority hereby conferred shall, unless previously varied, revoked or renewed, expire at 11.59 p.m. on 3 May 2024; and
2. where the Company concludes a contract to purchase Ordinary Shares pursuant to the authority hereby conferred prior to the expiry of such authority (which will or may be executed wholly or partly after such expiry), it may make a purchase of Ordinary Shares pursuant to such contract as if the authority had not expired.

ORDINARY RESOLUTION

2. That the transaction, substantially on the terms and subject to the conditions contained in the Buyback Contract between the Company and the Minister for Finance (the "Transaction"), which constitutes a related party transaction for the purposes of each of the Companies Act 2014, UK Listing Rules and Irish Listing Rules, be and is hereby approved with such amendments, variations or waivers (provided such amendments, variations or waivers are not of a material nature) of the terms and conditions thereof as the directors of the Company shall, in their absolute discretion, think fit and, subject to the foregoing, that the directors be and hereby authorised to take all necessary steps and to execute all documents and deeds as they may consider necessary, desirable or expedient to conclude, implement and give effect to the Transaction or in connection herewith.