Notice of Extraordinary General Meeting
11 January 2021
AIB GROUP PLC (the "Company")
NOTICE OF EXTRAORDINARY GENERAL MEETING
An Extraordinary General Meeting of AIB Group plc will be held at 10 Molesworth Street, Dublin 2, Ireland on 5 February 2021 at 10.00 a.m. (the "EGM").
As a consequence of Brexit, the business of the EGM will be to consider and, if thought fit, approve certain resolutions relating to the replacement of CREST with a system operated by Euroclear Bank SA/NV for the electronic settlement of trading in the Company's ordinary shares (the "Resolutions"). Approval of the Resolutions is necessary to ensure the Company's shares can continue to be settled electronically when they are traded on Euronext Dublin and the London Stock Exchange and remain eligible for continued admission to trading and listing on those exchanges.
The circular which includes the notice of the EGM (the "Circular") and a Form of Proxy have been issued to Shareholders today. The Board strongly urges Shareholders to review the contents of the Circular in their entirety, including the documents referred to therein, and consider the Board's recommendation to vote in favour of the Resolutions.
Public Health Guidelines and the EGM
The well-being of our Shareholders and our people is a primary concern for AIB. We are closely monitoring the COVID-19 situation and any advice by the Government of Ireland in relation to the pandemic. In order to comply with public health guidance, the proceedings at the EGM will be conducted over a live telephone conference call. As personal attendance at the EGM may present a real risk to you and to others, and indeed may not be permitted at all by health guidelines, we invite Shareholders to submit Forms of Proxy in advance to ensure that their votes count at the EGM and instead to join the proceedings over the conference call facility. Instructions on how to join the conference call are available below.
The Company continues to monitor the impact of COVID-19 and any relevant updates regarding the EGM, including any changes to the arrangements outlined in the Circular, will be announced via a Regulatory Information Service and will be available on www.aib.ie/investorrelations.
In the event that it is not possible to hold the EGM either in compliance with public health guidelines or applicable law or where it is otherwise considered that proceeding with the EGM as planned poses an unacceptable health and safety risk, the EGM may be adjourned or postponed or relocated to a different time and/or venue, in which case notification of such adjournment or postponement or relocation will be given in accordance with the Company's Articles of Association and applicable law.
The Circular, the Form of Proxy and copies of the documents referred to in the Circular are available to view on the Company's website, www.aib.ie/investorrelations, and will be available for inspection during normal business hours on any business day from the date of this notice until the EGM at the registered office of the Company at 10 Molesworth Street, Dublin 2, Ireland. In accordance with applicable regulations and public health guidelines in force in Ireland and the UK in connection with COVID-19, we request Shareholders not to attend at the Company's offices but instead to inspect the documents on the Company's website.
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 Circular, the Form of Proxy and the proposed amendments to the Articles of Association 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.
We invite Shareholders to submit their Forms of Proxy remotely and in advance. By submitting a Form of Proxy in favour of the chairman of the EGM you can ensure that your vote on the Resolutions is cast in accordance with your wishes without attending in person. These forms can be submitted by availing of one of the options set out in the notice of the EGM:
• by post to Computershare Investor Services (Ireland) Limited, PO Box 13030, Dublin 24, Ireland or (during normal business hours) by hand to Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, not later than 48 hours before the EGM or adjourned EGM or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) at least 48 hours before the taking of the poll at which it is to be used;
• electronically by accessing www.eproxyappointment.com;
• via the CREST System, where shares are held in CREST, transmission of CREST Proxy instructions must be done and authenticated in accordance with Euroclear specifications as set out in the CREST Manual and received by the Registrar under CREST Participant ID 3RA50.
If you have any questions about the Circular documents, the proposed Migration or the EGM, or are in any doubt as to how to complete the Form of Proxy, please call Computershare Investor Services (Ireland) Limited on + 353 1 247 5411.
EGM Conference call details
To access the live telephone conference call, Shareholders should use the following numbers:
· Republic of Ireland: +353 (0)1 506 0650
· UK / International: +44 (0)207 192 8338
· Conference Passcode No.: 5194164
Please dial in 15 minutes prior to the start time.
Group Company Secretary
Head of Investor Relations
Head of Media Relations
AIB Molesworth Street
AIB Molesworth Street
AIB Molesworth Street
Tel: +353-1-772 0030
Tel: +353-87 7390743
Announcements relating to the EGM contain (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events, including Migration, and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict (certain of which are set out in the Circular with respect to Migration).
Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. The information contained in this announcement, including the forward-looking statements, speaks only as of the date of this announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein save where indicated in the Circular, whether as a result of new information, future events or otherwise, except to the extent required by Euronext Dublin, the Central Bank of Ireland, the UK Financial Conduct Authority, the London Stock Exchange, or by applicable law.
The defined terms set out in Part 9 of the Circular have the same meaning herein.