Disposal of approximately 5.0% of AIB Group plc

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

28 June 2023

Further to his announcement on 27 June 2023, the Minister for Finance, Michael McGrath TD, announces the successful completion of the disposal of part of the Irish State’s shareholding in AIB Group plc (the "Company"). The disposal was effected by way of a placing (the "Placing") of shares (the "Placing Shares") in an accelerated book building process to institutional investors.

In summary, following settlement of the Placing which will take place on 30 June 2023:

the shareholding of the Irish State will be reduced from 1,360.2 million ordinary shares, representing approximately 51.9% of the ordinary share capital of the Company, to 1,228.2 million ordinary shares, representing approximately 46.9% of the ordinary share capital
accordingly, the overall size of the State’s shareholding will be reduced by approximately 5.0%
the Placing price was €3.64 per share. As a result, the gross proceeds from the sale of the Placing Shares will be €480.5 million. Upon settlement, this sum will be returned to the Ireland Strategic Investment Fund pending further consideration by the Minister
the Minister for Finance has undertaken not to sell further shares in the Company for the period of 90 calendar days following the completion of the Placing without prior written consent. 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 the completion of the Placing
the Minister also 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
N.M. Rothschild & Sons Limited (“Rothschild & Co”) acted 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

Important Information

This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities of the Company in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful. The shares sold pursuant to the Placing have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under any securities laws of any state or jurisdiction of the United States and may not be offered or sold in the United States absent registration or an exemption from registration. There was no public offering of securities in the United States.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into Australia, Canada, Japan, The Republic of South Africa, Switzerland or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of the securities laws of any such jurisdiction.

N.M. Rothschild & Sons Limited (the "Adviser") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is 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 its clients or for providing advice to any other person in relation to any 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 the Adviser or by any its 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).

Disposal of approximately 5.0% of AIB Group plc

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