EGM - Additional Resolutions (3618K)

TIDMIPM

RNS Number : 3618K

Irish Life & Permanent Grp HldgsPLC

13 July 2011

IRISH LIFE & PERMANENT GROUP HOLDINGS p.l.c.

Resolutions at EGM 20 July 2011

Forthcoming EGM

On 27 June 2011 Irish Life & Permanent Group Holdings p.l.c. (the Company) issued a notice (the EGM Notice) to shareholders of an Extraordinary General Meeting (EGM) at the D4 Ballsbridge Inn Hotel (formerly Jury's Hotel), Ballsbridge, Dublin 4 on 20 July 2011 at 11.30 a.m.

The EGM Notice is contained in a circular which was posted to shareholders on 27 June 2011 (the Circular) and which contains the following proposals:

(i) the issue to the Minister for Finance of up to EUR3.4 billion in Ordinary Shares and of EUR0.4 billion in Contingent Capital Notes;

(ii) the approval for Whitewash Waiver of obligation under Rule 9 of the Irish Takeover Panel Rules;

(iii) the re-nominalisation of all Ordinary Shares; and

(iv) the delisting of all Ordinary Shares from the Official List of the Irish Stock Exchange and the Official List of the UK Listing Authority.

These measures are required to enable Irish Life & Permanent p.l.c., (ILP) the Company's banking subsidiary, meet the capital requirements provided for in the Financial Measures Programme Report (FMPR), issued by the Central Bank of Ireland on 31 March 2011.

As previously announced, the Board, having given this matter the most careful consideration, having taken legal and financial advice and following discussions with the State in relation to the capital requirements of the Group, believes the above measures to be in the best interests of the Company and the Shareholders as a whole, given the lack of alternative options available to raise the required capital by 31 July 2011.

A copy of the Circular can be accessed on the Company's website: http://www.irishlifepermanent.ie.

Additional resolutions

The Company has received draft resolutions from shareholders holding in excess of the minimum threshold (such minimum threshold being 3%) of the voting rights of the Company (the Requesting Shareholders) to be tabled at the forthcoming EGM under section 133B (1) (b) of the Companies Act, 1963. The Board has confirmed that 4 of these resolutions (with some modification) (Additional Resolutions) will be tabled at the EGM in accordance with the provisions of the Companies Act and the procedures set out in the EGM Notice. The Board has also confirmed that the Chairman will call a poll on these resolutions.

The Additional Resolutions contain the following proposals:

(i) the cancellation of the authority of the directors to issue shares granted at the Company's annual general meeting on 18 May 2011

(ii) the appointment of additional financial and legal advisers to the Company to review and report on alternative capitalisation options, and to seek investors;

(iii) to request the Minister for Finance, the Central bank of Ireland, the European Union / European Central Bank and the International Monetary Fund to extend the 31 July 2011 capitalisation deadline for the Company, and

(iv) the appointment of Piotr Skoczylas as a director of the Company, subject to prior regulatory approval.

The Additional Resolutions, together with the explanatory notes and additional commentary received from the Requesting Shareholders, have been published on the Company's web site.

The Board does not support or endorse any of the Additional Resolutions or the explanatory notes or additional commentary provided by the Requesting Shareholders.

Confirmation of proxy arrangements

Shareholders may use the existing proxy arrangements in place for the EGM in relation to voting on the Additional Resolutions. Shareholders are free to appoint a proxy of their choosing to vote in the normal way and, as set out in Note 10 in the EGM Notice, the proxy will vote on the Additional Resolutions as directed by the appointing shareholder or, failing which, at his or her discretion. To do so, and if not already so received, valid proxies must be received no later than 11:30am on Monday 18 July 2011, as more particularly set out in the notes to the EGM Notice.

For shareholders who have appointed, or wish to appoint, the Chairman of the meeting as proxy in relation to the Additional Resolutions, they may give an instruction to the Chairman as to how they wish the Chairman as proxy to vote, such instruction to be received no later than 11:30am on Monday 18 July 2011, in the manner set out in Note 10. In the event that no such instruction is received, the Chairman will vote on the Additional Resolutions at his discretion.

For convenience a copy of Note 10 is set out below.

Board position

The Board remains of the view that the best interests of the Company and the shareholders as a whole are served by approving the capitalisation proposals set out in the Circular convening the EGM, given the lack of alternative options available to raise the required capital by 31 July 2011.

The Central Bank requires that in order for ILP to continue its business it must secure EUR2.9 billion of its EUR4 billion Gross Capital Requirement by 31 July 2011 as part of the FMPR. In the event that the recapitalisation of ILP does not occur this would have significant adverse consequences for the Company and the shareholders as a whole. In such circumstances ILP would not be able to meet the capital levels set by the Central Bank, would no longer be able to operate its banking business and would have to cease operations. If this were to occur, it is likely that the bank would have to be wound up with the loss of any remaining shareholder value.

Accordingly, the Board recommends that shareholders vote in favour of those original capitalisation resolutions and that the Additional Resolutions be rejected.

Note 10 to EGM Notice

" (a) Subject to 10(b) below, on any other business which may properly come before the EGM, or any adjournment thereof, and whether procedural or substantive in nature (including without limitation any motion to amend a resolution or adjourn the meeting) not specified in this Notice of EGM, the proxy will act at his/her discretion.

(b) On any other business which may properly come before the EGM, or any adjournment thereof, (but is not specified in the Notice of the EGM) pursuant to Section 133B of the Companies Act 1963 (as amended), and in circumstances where a member has appointed the Chairman of the EGM, or any adjournment thereof, as his/her proxy, the member may instruct the Chairman as to how to vote on such resolution(s) by email or by post at least 48 hours before the EGM (or, as appropriate, any adjournment thereof). The instruction must be either:

(i) in hard copy form which is signed by the member or members, state the full name(s), address(es) and Investor Code Numbers of the member or members, and be sent to the Company Secretary, Irish Life & Permanent Group Holdings p.l.c., Irish Life Centre, Lower Abbey Street, Dublin 1; or

(ii) in electronic form containing a readable scanned document of the information set out in (i) above and emailed to investor.relations@irishlife.ie .

If no such instruction is received from the member or members in relation to any such business by such time, the Chairman of the EGM (or any adjournment thereof) shall vote on such resolution at his/her discretion."

Contact details:

Investor Relations

Barry Walsh

Tel: +353 1 704 2678

Orla Brannigan

Tel: +353 1 704 1345

Media

Ray Gordon, Gordon MRM

Tel: +353 1 665 0450

This information is provided by RNS

The company news service from the London Stock Exchange

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