3 April
2024
AIB Group
plc
Notice of Extraordinary
General Meeting
An extraordinary general meeting of
AIB Group plc ("AIB" or the
"Company") will be held at
10 Molesworth Street, Dublin 2, D02 R126, Ireland on 2 May 2024 at
11.00 a.m. (or, if later, as soon thereafter as the Company's 2024
AGM shall have been concluded or adjourned) (the "EGM").
Shareholders may attend the EGM in
person or listen in to the proceedings over a conference call
facility. Instructions on how to listen in to the conference call
are available below.
Business of the EGM
The Company announces, pursuant to
Irish Listing Rule 9.4.4 and UK Listing Rule 12.4.4, that the
business of the EGM will be to consider and, if thought fit,
approve certain resolutions relating to the terms and conditions of
a proposed contract for the off-market purchase by the Company of
ordinary shares of €0.625 each in the issued capital of AIB
("Ordinary Shares") from
the Minister for Finance (the "Minister") for a total consideration of
€999 million (being €1 billion less expected costs) (the
"Proposed
Transaction"). The total
consideration will be satisfied through the use of the Company's
excess capital. The price per Ordinary Share payable in
respect of the Proposed Transaction, if consummated, will be the
higher of (i) €4.5922 (being the volume-weighted average price of
Ordinary Shares traded on Euronext Dublin for the five business
days up to and including 28 March 2024, as calculated by reference
to data sourced from the Euronext Dublin website) and (ii) a price
to be announced via Regulatory News Service on 26 April 2024 (which
will be the volume-weighted average price of Ordinary Shares traded
on Euronext Dublin for the five business days immediately preceding
26 April 2024, as calculated by reference to data sourced from the
Euronext Dublin website).
If the Proposed Transaction is
consummated, AIB intends to cancel the Ordinary Shares which are
purchased.
For the purposes of the Irish Listing
Rules and the UK Listing Rules, the Proposed Transaction will
constitute a related party transaction and a class 2 transaction
and for the purposes of the Irish Companies Act 2014, the Proposed
Transaction will constitute a related party transaction.
EGM
Documents
The following documents have been
posted or made available to shareholders today:
· a
shareholder circular (including the notice of EGM) (the
"Circular"); and
· a form
of proxy.
Copies of the above documents and
details of the total number of shares and voting rights at the date
of the Circular are also available to view on the Company's
website:
https://aib.ie/investorrelations/shareholder-information/extraordinary-general-meeting
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 and the Form of Proxy
will be submitted to Euronext Direct and the UK National Storage
Mechanism and will be shortly available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The board of the Company (the
"Board") strongly urges
shareholders of the Company ("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.
Proxy Voting
The Board invites Shareholders who
will not attend the EGM in person to submit Forms of Proxy in
advance to ensure that their votes count at the EGM. These forms
can be submitted by availing of one of the options set out in the
Voting Instructions section of the Circular.
Questions
While Shareholders will have an
opportunity to ask questions at the EGM, the Board also invites
Shareholders to submit relevant questions in advance of the EGM by
email to secretariat@aib.ie.
EGM
Conference Call Details
The EGM will be broadcast by live
telephone conference call. To access the call, Shareholders should
use the following numbers:
Joining
from Republic of Ireland
Joining from UK /
International
Joining from USA
Quoting Conference ID:
|
+353 (0) 1 436 0959
+44 (0) 33 0551 0200
+1 786 697 3501
AIB
|
It is recommended that Shareholders
dial in at least 15 minutes prior to the start time.
***
Contact Details:
Donal
Galvin
Chief
Financial Officer
Tel:
+353-1-6418300
email:
donal.j.galvin@aib.ie
|
Niamh Hore
Head of Investor
Relations
Tel: +353-86-3135647
email: niamh.a.hore@aib.ie
|
Louise Kelly
Media Relations
Tel: +353-87-2161545
email: louise.y.kelly@aib.ie
|
Forward Looking Statements
This document contains certain forward looking statements with
respect to the financial condition, results of operations and
business of AIB and certain of the plans and objectives of the AIB
Group. These forward looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward looking statements sometimes use words such as 'aim',
'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan',
'goal', 'believe', 'may', 'could', 'will', 'seek', 'continue',
'should', 'assume', or other words of similar meaning. Examples of
forward looking statements include, among others, statements
regarding the AIB Group's future financial position, capital
structure, Government shareholding in the AIB Group, income growth,
loan losses, business strategy, projected costs, capital ratios,
estimates of capital expenditures, and plans and objectives for
future operations. Because such statements are inherently subject
to risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward looking
information. By their nature, forward looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by these forward looking
statements. These are set out in the principal risks on pages 27 to
30 in the 2023 Annual Financial Report. In addition to matters
relating to the AIB Group's business, future performance will be
impacted by the AIB Group's ability along with governments and
other stakeholders to measure, manage and mitigate the impacts of
climate change effectively, the impact of higher inflation on
customer sentiment and by Irish, UK and wider European and global
economic and financial market considerations. Future performance
will further be impacted by the direct and indirect consequences of
the Russia-Ukraine War on European and global macroeconomic
conditions. Any forward looking statements made by or on behalf of
the AIB Group speak only as of the date they are made. The AIB
Group cautions that the list of important factors on pages 27 to 30
of the 2023 Annual Financial Report is not exhaustive. Investors
and others should carefully consider the foregoing factors and
other uncertainties and events when making an investment decision
based on any forward looking statement.