Aib Group Regulatory News (AIBG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

27 June 2023

Intention to dispose of approximately 5.0% of AIB Group plc by the Irish State

The Minister for Finance, Michael McGrath TD, today announces his intention to sell part of the Irish State's shareholding in AIB Group plc (the "Company"). The disposal of these shares (the "Placing Shares") will be by way of a placing to institutional investors (the "Placing").

The price at which the Placing Shares are sold (the "Placing Price") will be determined by way of an accelerated book building process. The book will open with immediate effect following this announcement.

The Placing is expected to comprise 132 million of the Company's ordinary shares, representing approximately 5.0% of the issued ordinary capital of the Company. As a result of the Placing, the overall size of the Irish State's shareholding in the Company will be reduced from approximately 51.9% to approximately 46.9%.

The Minister has also undertaken to the Joint Bookrunners not to sell further shares in the Company for the period of 90 calendar days following the completion of the Placing without the prior written consent of the Joint Bookrunners. While this undertaking also applies to any sales through the Minister's trading plan announced by way of Regulatory News Service on 21 December 2021, extended on 24 June 2022 and further extended on 5 January 2023, it will only do so for the period of 45 calendar days following completion of the Placing.

The Minister also announces that he has agreed to extend the AIB share trading plan for a further six-month term. Following the extension, which will become operational following the expiration of the applicable lock-up, the trading plan will now terminate no later than 23 January 2024 (unless further extended). The trading plan will continue to be managed by Merrill Lynch International ("BofA Securities"). The trading plan will continue to include provisions that (a) the Minister's intention is to target that up to, but no more than, 15% of the expected aggregate total trading volume in the Company is to be sold over the duration of the trading plan, and (b) shares may not be sold under the trading plan below a price per share that the Department of Finance determines represents fair value and delivers best value for the taxpayer throughout the term of the trading plan. The actual number of shares sold will depend on market conditions, among other factors. Proceeds generated from the latest phase of the AIB trading plan amount to approximately €412 million. In total, approximately €698 million has been raised from the AIB trading plan since it became operational in January 2022.

BofA Securities, Goldman Sachs International and Goodbody Stockbrokers UC have been appointed to act as Joint Bookrunners in connection with the Placing.

N.M. Rothschild & Sons Limited ("Rothschild & Co") is acting as independent financial adviser and William Fry LLP and Allen & Overy LLP are acting as legal counsel to the Department of Finance in connection with the sale.

Details of the Placing Price and the exact number of Placing Shares will be announced in due course.

Enquiries:

Brian Meenan, Press Officer, Department of Finance, +353 1 6045875 or +353 87 2198857

pressoffice@finance.gov.ie

Disclaimer

The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by the Minister for Finance or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There shall be no public offering of securities in the United States.

In member states of the European Economic Area (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified Investors"). In the United Kingdom this announcement is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Regulation (as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

BofA Securities Europe SA and Goldman Sachs International which are authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA in the United Kingdom and Goodbody Stockbrokers UC which is authorised and regulated in Ireland by the Central Bank of Ireland and in the United Kingdom is subject to regulation by the FCA (together the "Joint Bookrunners"), and N.M. Rothschild & Sons Limited (the "Adviser") which is authorised and regulated by the FCA in the United Kingdom, are acting on behalf of the Minister for Finance and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their respective clients or for providing advice to any other person in relation to any offering of the Placing Shares. None of the Joint Bookrunners nor the Adviser will regard any other person as its client in relation to the offering of the Placing Shares. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Bookrunners, the Adviser or by any of their respective affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Minister for Finance, the Company, the Placing Shares, the Placing or any of the arrangements described herein, and any liability therefor is expressly disclaimed.

No Placing Shares will be available to any investor whose purchase of such Placing Shares, whether on its own account or as a fiduciary or agent for one or more investor accounts, would require regulatory consent in any jurisdiction (including, without limitation, under the UK Financial Services and Markets Act 2000 or the United States Bank Holding Company Act of 1956).