EGM

Attendance Card

Please bring this card with you to the EGM and present it at Shareholder registration/accreditation. For those Shareholders for whom it is not convenient to attend in person we have made available an option to listen over a telephone conference call facility, further details are available in the EGM Notice.

The Extraordinary General Meeting ("EGM") of AIB Group plc (the "Company") will be held at 10 Molesworth Street, Dublin 2, Ireland on Thursday, 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)

Shareholder Reference Number

Form of Proxy - Extraordinary General Meeting to be held on Thursday, 2 May 2024

To cast your vote online ...It's fast, easy and secure! @ www.eproxyappointment.com

You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions.

Control Number: 918967

SRN:

PIN:

To view the Notice of EGM online, log on to www.aib.ie/investorrelations

To be effective, completed Forms of Proxy must be lodged with the Company's Registrar at:

Computershare Investor Services (Ireland) Limited, P.O. Box 13030, 3100 Lake Drive, Citywest Business Campus, Dublin 24, Ireland, or through

the voting website, set out above, by Tuesday, 30 April 2024 at 11.00 a.m.

Explanatory Notes:

  1. Pursuant to Section 1105 of the Companies Act, only those persons registered on the Company's register of members: (i) at 6.00 p.m. on Sunday 28 April 2024; or (ii) if the EGM is adjourned, at the close of business on the day before the date that falls 72 hours prior to the adjourned EGM (for the purposes of these Notes only, being a "Shareholder"), shall be entitled to attend and vote at the EGM or, if relevant, any adjournment thereof. Changes to entries on the Company's register of members after that time will be disregarded in determining the rights of any person to attend and vote at the EGM.
  2. A Shareholder who is entitled to attend and vote at the EGM is entitled to appoint a proxy (or more than one proxy as alternates) to attend, speak and vote instead of the Shareholder. A proxy need not be a Shareholder. If you wish to appoint more than one proxy please contact the Company's Registrar, Computershare Investor Services (Ireland) Limited, on +353 1 247 5411. If you wish to appoint a proxy other than the Chair of the EGM, please insert the proxy's name and address and delete the words "the Chair of the EGM or".
  3. To be valid, this Form of Proxy and any power or other authority under which it is executed (or a duly certified copy of any such power or authority) must be returned by post to Computershare Investor Services (Ireland) Limited, PO Box 13030, Dublin 24, Ireland or 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.
  4. This Form of Proxy must (i) in the case of an individual shareholder be signed or submitted electronically in accordance with Note (8) below by the shareholder or his/ her duly authorised attorney; or (ii) in the case of a corporate shareholder be given either under its common seal or be signed on its behalf by a duly authorised officer or

attorney of the corporate shareholder or submitted electronically in accordance with Note (8) below.

  1. If this Form of Proxy is signed and returned without any indication as to how the person appointed is to vote, the proxy will exercise discretion as to how to vote or whether to abstain from voting.
  2. Completion and return of this Form of Proxy (or submission of proxy instructions electronically) will not prevent a shareholder from attending and voting in person at the EGM.
  3. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
  4. Internet Voting: If, as an alternative to submitting this Form of Proxy, you wish to appoint (or remove) a proxy electronically, you may do so by accessing the Registrar's website at www.eproxyappointment.com. You can access this site from any internet enabled computer. To log in you will require your unique PIN (which will expire at the end of the voting period), your Shareholder Reference Number (SRN) and your Control Number, all of which are shown at the top of the Form of Proxy. Electronic proxy voting may occur through the use of a secured mechanism to exchange electronic messages (as agreed with Euroclear Bank).
  5. The "Withhold" option is provided to enable you to abstain from voting on the resolutions. However, it should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against the resolutions.

Kindly Note: This Form of Proxy is issued only to the addressee(s) and is specific to the

All Holders

unique designated account printed hereon. This personalised Form of Proxy is not transferable

between different (i) account holders; or (ii) uniquely designated accounts. The Company and

Computershare Investor Services (Ireland) Limited accept no liability for failure to carry out any

instruction that does not comply with these conditions.

Poll Card To be completed only at the EGM when the Poll is called.

For

Against Withhold

  1. To approve the terms of the Buyback Contract with the Minister for Finance and authorise the making of an off-market purchase of ordinary shares
  2. To approve the Company's entry into the Transaction as a related party transaction under each of the Companies Act 2014, UK Listing Rules and Irish Listing Rules and authorise the Directors to execute all documents and deeds to give effect to the Transaction

Signature

Form of Proxy

Please use a black pen. Mark with an X inside the box as shown in this example.

X

I/We hereby appoint the Chair of the EGM OR the following person

FOLD

. . . . . . . .

HERE

Please leave this box blank if you have selected the Chair. Do not insert your own name(s).

as my/our Proxy to attend, speak and vote for me/us and on my/our behalf in the manner indicated below at the Extraordinary General Meeting (the "EGM") of the Company to be held at 10

Molesworth Street, Dublin 2, Ireland on Thursday, 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)

and at any adjournment thereof. My/Our Proxy shall decide on how to vote on my/our behalf in respect of any other business of the EGM and any procedural resolutions moved at the EGM.

FOLD

. . . . . . . .

I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an X in the appropriate box.

HERE

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

For

Against Withhold

  1. To approve the terms of the Buyback Contract with the Minister for Finance and authorise the making of an off-market purchase of ordinary shares
  2. To approve the Company's entry into the Transaction as a related party transaction under each of the Companies Act 2014, UK Listing Rules and Irish Listing Rules and authorise the Directors to execute all documents and deeds to give effect to the Transaction

I/we would like my/our proxy to vote on the resolutions proposed at the EGM as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

E X T 2 0 6 6 0 7

A I B I

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AIB Group plc published this content on 03 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 April 2024 14:49:07 UTC.