1. Extraordinary General Court
11 July 2011 1

2. Important Notice
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, CANADA OR SWITZERLAND OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
This announcement is not and should not be read as an offer to acquire or sell or exchange securities in connection with the Banks’ Liability Management Exercise (“LME”), the Rights Issue or otherwise. It is not a prospectus or a prospectus “equivalent” document. Any investment decision by a bondholder eligible to participate in the LME must only be made on the basis of information contained in or incorporated by reference in the Consent and Exchange Offer Memorandum.  Any investment in respect of the Rights Issue by a qualifying shareholder should only be made on the basis of information contained in or incorporated by reference in the prospectus dated 18 June 2011 and Supplementary Prospectus dated 8 July Qualifying stockholders should also read, in full, the risk factors set out in the prospectus published by the Bank relating to the proposals dated 18 June 2011 and Supplementary Prospectus dated 8 July 2011.
The securities that may be offered in the LME or the Rights Issue have not been and will not be registered under the US Securities Act of 1933 and may not be offered or sold in the United States or to US persons absent registration or an applicable exemption from registration requirements.
This announcement is not for distribution, directly or indirectly, in or into Australia, New Zealand, South Africa, Japan, Canada or Switzerland or any other state or jurisdiction in which it would be unlawful to do so.
Neither the content of Bank of Ireland's website nor any website accessible by hyperlinks on Bank of Ireland's website is incorporated in, or forms part of, this announcement.
The distribution of this announcement and/or any other documents related to any offering of securities or the transfer or offering of securities into jurisdictions other than Ireland and the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement contains or incorporates by reference certain "forward looking statements" regarding the belief or current expectations of the Group, the Directors and other members of its senior management about the Bank's financial condition, results of operations and business and the transactions described in this Circular. Generally, but not always, words such as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target". "goal", "would" or their negative variations or similar expressions identify forward‐looking statements. Such forward‐looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Bank and are difficult to predict, that may cause the actual results, performance, achievements or developments of the Group or the industries in which it operates to differ materially from any future results, performance, achievements or developments expressed or implied from the forward‐looking statements. A number of material factors could cause actual results to differ materially from those contemplated by the forward looking statements.
None of the Minister for Finance, the Department of Finance, the Irish Government, the National Pensions Reserve Fund Commission, the National Treasury Management Agency or any person controlled by or controlling any such person, or any entity or agency of or related to the Irish State, or any director, officer, official, employee or adviser (including without limitation legal and financial advisors) of any such person (each such person, a "Relevant Person") accepts any responsibility for the contents of, or makes any representation or warranty as to the accuracy, completeness or fairness of any information in, this announcement or any document referred to in this announcement or any supplement or amendment thereto (each a "Transaction Document").  Each Relevant Person expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of any Transaction Document.  No Relevant Person has authorised or will authorise the contents of any Transaction Document, or has recommended or endorsed the merits of the offering of securities or any other course of action contemplated by any Transaction Document. 2 2

3. Group Company Secretary
Helen Nolan
Group Company Secretary 3

4. Today’s business
Time
Introduction and outline of today’s order of business
11.00am
Extraordinary General Court (EGC)
Presentation and Overview of Resolutions
Questions and Answers
11.10am
Overview of Resolutions 1 to 6 and Voting
12.10pm
Conclusion of EGC
Refreshments in the Conservatory
12.15pm 4

5. Pat Molloy
Governor 5

6. Capital raise
Seeking Stockholder approval to raise €4.35bn of equity capital and €1bn of Contingent Capital
Resulting from March 2011 Prudential Capital Assessment Review (PCAR), a requirement of the EU/IMF programme
The Group exceeded the 2010 PCAR Core Tier 1 ratio requirement of 8%. However, the Central Bank of Ireland set a new higher minimum Core Tier 1 ratio requirement of 10.5%
Deadline to meet PCAR requirements by 31 July 2011
Proposals represent the basis on which the NPRFC is prepared to underwrite the Rights Issue to enable the Group to raise the required levels of Core Tier 1 capital 6

7. Capital required to meet new Core Tier 1 capital ratio and
Capital Raising: Understanding the €4.2bn equity capital requirement under the 2011 PCAR
€0.5bn
March 2011 PCAR/PLAR
Core Tier 1 minimum 10.5%
€3.7bn
March 2010 PCAR
Core Tier 1 minimum 8%
Core Tier 1
9.7%
Proforma
Core Tier 1
15.4%
Capital required to meet new Core Tier 1 capital ratio and
March 2011 PCAR
Regulatory buffer
Dec 10
Pro forma
Dec 10 7

8. Rights Issue Size €4.2bn + €0.03bn €1.91bn Plus + €0.15bn Less
2011 PCAR Equity Capital Requirement
€4.2bn
Plus
Expenses relating to the Proposals
€0.15bn
Rounding
€0.03bn
Less
Capital generated from the Liability Management Exercise
€1.96bn
Capital expected to be generated via further burden sharing with bondholders
€0.51bn
Size of Rights Issue
€1.91bn 8

9. Impact of the Rights Issue following completion of the LME
€3.1bn2
€3.1bn2
Existing Stockholders
11.2%
€0.6bn1
State
29.2%
Existing
Stockholders
51.7%
State
36%
Subordinated Bondholders
19.1%
State
69.7%
64%
Subordinated Bondholders
19.1%
Existing Stockholders
Before Capital Raise
Scenario 1 - Existing Stockholders take up their rights
Scenario 2 - Existing Stockholders do not take up any of their rights3
Dilutive impact of Capital Raise for those shareholders who take up their rights is 19.2% (82.5% for those shareholders who do not take up their rights)
1 Market capitalisation on 8 July 2011 based on closing price of €0.116 per unit of stock
2 Theoretical market capitalisation based on total number of units of ordinary stock in issue following the Debt for Equity, and Rights Issue at the theoretical ex-rights price of € per unit of ordinary stock on 8 July 2011
3 Assumes no rump placing and the State takes up the rights of those shareholders who do not take up their rights 9

10. Rights Issue
Enables the Bank to raise additional capital by offering new stock to existing stockholders
Subject to all resolutions being passed today, you will receive your Provisional Allotment Letter and Shareholders Guide in the coming days
Qualifying stockholders1 are being offered the opportunity to purchase 18 new shares for every 5 shares held at a price of €0.10 per share
The new shares can be purchased between 12 July 2011 and 11am on 26 July 2011 by taking up your rights.
Your options:
Take up all of your rights
Take up some of your rights through “Cashless Take Up” (by 3pm, 19 July 2011)
Put all of your rights into the market
Take up some of your rights for cash and let the remaining rights lapse
Take up some of your rights for cash and/or put some or all of the balance of your rights into the market
Do nothing
The Rights Issue is fully underwritten by the NPRFC
Please read carefully your Provisional Allotment Letter and Shareholders Guide that you will receive – if you have any questions please consult your financial advisor or call the help-line on tel:
1 Holders of Ordinary Stock on the Stockholder register of the Bank at the Record Date (5pm on 8 July 2011) who are not resident in Excluded Territories or any other jurisdictions excluded by the terms of the Rights Issue and who are not US Persons wherever located. 10

11. Questions & Answers on the Resolutions11

12. Today’s Business Resolution 1 Ordinary
To approve the Government Transaction as a related party transaction pursuant to Listing Rules
Resolution 2
Special
To approve the Renominalisation of the Ordinary Stock and the Deferred Stock
Resolution 3
To increase the Bank’s authorised Capital Stock
Resolution 4
To issue Ordinary Stock and disapply pre-emption rights to effect the Proposals
Resolution 5
To issue the Allotment Instrument in respect of Allotment Instruments Stock necessary to effect the Debt for Equity Offers
Resolution 6
To issue Ordinary Stock under the Debt for Equity Offers at a discount that may be more than 10%
All the resolutions are interconditional, which means that none will be deemed to be passed unless all of the resolutions are passed 12

13. Extraordinary General Court
11 July 2011 13

14. Today’s Business Resolution 1 Ordinary
To approve the Government Transaction as a related party transaction pursuant to Listing Rules
Resolution 2
Special
To approve the Renominalisation of the Ordinary Stock and the Deferred Stock
Resolution 3
To increase the Bank’s authorised Capital Stock
Resolution 4
To issue Ordinary Stock and disapply pre-emption rights to effect the Proposals
Resolution 5
To issue the Allotment Instrument in respect of Allotment Instruments Stock necessary to effect the Debt for Equity Offers
Resolution 6
To issue Ordinary Stock under the Debt for Equity Offers at a discount that may be more than 10%
All the resolutions are interconditional, which means that none will be deemed to be passed unless all of the resolutions are passed 14

15. Extraordinary General Court
11 July 2011 15