FBH.L Regulatory News (FBH)

FBD Holdings plc

29 February 2016

Board Reorganisation

FBD Holdings plc ("FBD" or the "Group") today announces changes to its governance arrangements which were approved by the Directors on 26 February 2016.

"One Board"

The Group and its principal subsidiary, FBD Insurance plc will have a board comprised of the same directors and the dual board structure currently in operation will be retired. This new structure will be implemented over the coming months as appointments are made and regulatory approvals obtained.

This change reflects FBD's business mix following the disposal of the Group's property and leisure joint venture during 2015. The Group's operations are now concentrated in its general insurance subsidiary, FBD Insurance plc, and its life, pensions and investment intermediary, FBD Financial Solutions.

Implementation Arrangements

The Group Chairman, Mr. Michael Berkery, will ensure continuity as the reorganisation proceeds. He has indicated that he will retire from the Board at the Annual General Meeting in 2017.

Ms. Emer Daly, Mr. Eddie Downey, Ms. Brid Horan and Mr. Ruairí O'Flynn will continue in office until 29 April 2016, but will not be putting themselves forward for re-election at the Annual General Meeting. This is for a variety of reasons, including the regulatory limit in Ireland on the number of directorships of financial undertakings which can be held by any individual. They will cease to hold office from the conclusion of the 2016 Annual General Meeting.

Appointment to the Board

Mr. Walter Bogaerts has been appointed to the Board of FBD Holdings plc with immediate effect. Mr. Bogaerts was appointed as an independent non-executive Director of FBD Insurance plc in January 2013 and is chairman of its risk committee and a member of both its audit and remuneration committees.

Mr. Bogaerts is the holder of a Masters Commercial Engineer Degree from the Economic University of Brussels. He worked for the KBC Insurance Group in Belgium for 34 years. He retired from a senior executive role in 2013 having served in a variety of roles during his career in underwriting, reinsurance, sales and general management. Between 2006 and 2012, Mr. Bogaerts was a member of the supervisory board of KBC's central European insurance business.

Other Appointments

The Group is well advanced in making an additional appointment to the Board and will make an announcement once this has been unconditionally confirmed.

The Nomination Committee is actively working with the assistance of an external search firm, Amrop, to identify other suitable candidates, both domestically and internationally, for appointment as independent non-executive Directors, with experience and skills in insurance and other relevant disciplines.

Speaking at the announcement of these governance changes FBD Holdings Chairman, Mr. Michael Berkery, said:

"FBD Group is today a more streamlined business than at any time since I have been Chairman, following the disposal of non-core activities over recent years. This requires an appropriate governance structure and today's announcement of a move towards one board is a very significant step towards this.

Subject to my re-election at the 2016 Annual General Meeting, I intend to use my last year as Chairman to complete these changes and to ensure an orderly handover of responsibility to the next chairman.

I want to record mine and the Board's deep appreciation to Ms. Daly, Mr. Downey, Ms. Horan and Mr. O'Flynn for their valued input to the Group since their appointments. They have contributed hugely to FBD and I want to wish each of them continued success in the future.

I want also to welcome Mr. Bogaerts to the Group board. He has very significant international insurance experience of great benefit to the Group and has been a significant contributor to the FBD Insurance board since his appointment three years ago."

Ends

Disclosures required under the Listing Rules

FBD confirms that:

1. There are no details requiring disclosure in respect of Mr. Bogaerts under listing rule 6.6.7 (2) to (6) of the Irish Stock Exchange; and

2. There are no details requiring disclosure in respect of Mr. Bogaerts under listing rule 9.6.13 (2) to (6) of the UK Listing Authority.