DISCLAIMER – IMPORTANT INFORMATION


Please read this notice carefully, as it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.


ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY Allied Irish Banks, p.l.c. (“AIB BANK”) and AIB GROUP PLC (the proposed new holding company of AIB BANK and ITS SUBSIDIARIES), (“AIB HOLDCO”), IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.

 

The Materials are intended solely for holders of ordinary shares in AIB BANK. The Materials are NOT DIRECTED AT OR ACCESSIBLE BY ANY PERSONS WHERE TO DO SO IS unlawful or which would be unlawful prior to registration or qualification OF the SECURITIES under the securities laws of any such jurisdiction.

 

No securities of AIB HoldCo or AIB Bank have been marketed to, nor are available for purchase by, the public in Ireland, the United Kingdom or elsewhere in connection with the introduction of the entire issued share capital of AIB HoldCo to the primary listing segment of the Irish Official List or to the premium listing segment of the UK Official List or otherwise. The materials do not constitute an offer or invitation for any person to sell, issue, subscribe for or purchase any securities in AIB HoldCo, AIB Bank or any other company.

 

Overseas Persons

 

Viewing of the materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Accordingly, none of the materials may be viewed or accessed in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Any failure to comply with applicable laws and regulations may constitute a violation of the securities laws of any such jurisdiction.

 

None of AIB HoldCo, AIB Bank (or any of its subsidiaries), Morgan Stanley & Co. International plc, Goodbody Stockbrokers UC nor any of their respective directors, employees, agents, representatives or affiliates accepts any responsibility for any contravention of applicable securities laws and regulations as a result of information accessed by or provided to such persons.

 

The materials do not constitute or form a part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities mentioned in such materials in any jurisdiction.

 

United States

 

The shares of AIB HoldCo (“AIB HoldCo Shares”) have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state, district or other jurisdiction of the United States, and may not be offered, sold, delivered or transferred except pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable US state securities laws. There will be no public offering directly or indirectly of the securities in the United States or elsewhere. It is expected that the AIB HoldCo Shares will be issued in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) of the Securities Act.

 

For the purposes of qualifying for the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof with respect to the AIB HoldCo Shares to be issued pursuant to the scheme of arrangement described in the materials herein (the “Scheme”), AIB Bank has apprised the High Court that, if sanctioned, its sanctioning of the Scheme will be relied upon by the AIB Bank and AIB HoldCo as an approval of the Scheme following a High Court hearing on its fairness to the ordinary shareholders at which High Court hearing all ordinary shareholders will be entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all ordinary shareholders. Ordinary shareholders (whether or not US persons (as defined in the Securities Act)) who are affiliates of the AIB Bank or will be affiliates of AIB HoldCo at the Effective Date will be subject to certain US resale restrictions relating to the AIB HoldCo Shares received pursuant to the Scheme.

 

None of the US Securities and Exchange Commission, any other US federal or US State securities commission or any US regulatory authority has approved or disapproved of the AIB HoldCo Shares offered by the prospectus published by AIB HoldCo herein (the “Prospectus”) nor have such authorities reviewed or passed upon the accuracy or adequacy of the Prospectus or any accompanying documents. Any representation to the contrary is a criminal offence in the United States.

 

Basis of access

 

Access to electronic versions of the materials is being made available on this webpage by AIB HoldCo and AIB Bank in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to AIB HoldCo and AIB Bank that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy Securities. Further, it does not constitute a recommendation by AIB HoldCo and AIB Bank or any other party to sell or buy the Securities.

 

If you are not permitted to view the materials on this webpage as a result of any restriction by law or otherwise or are in any doubt as to whether you are permitted to view the materials, please exit this webpage.

 

 

Confirmation of understanding and acceptance of disclaimer.

 

Electronic versions of these materials are not directed at or accessible by persons located in any jurisdiction where it is unlawful to do so or which would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. By clicking on the “I Agree” button, I confirm that I am not located in any jurisdiction subject to such restrictions and I confirm that I have read and understood the disclaimer set out above. I understand that the disclaimer may affect my rights. I agree to be bound by its terms. By clicking on the “I Agree” button, I confirm that I am permitted to proceed to electronic versions of the materials.