Extraordinary General Meeting

An Extraordinary General Meeting (EGM) of the Company will be held at 11.30 a.m. on Wednesday the 20th July 2011 at the Ballsbridge Inn (formerly Jury’s Hotel), Ballsbridge, Dublin 4, Ireland.

The business and background to the meeting is set out in a Circular posted to shareholders on the 27th June 2011. A copy of this Circular and associated documentation is available to view and download below.

Your participation in EGM is both meaningful and important. It is my intention that all of the resolutions proposed for the EGM will be decided on a poll. Therefore, if you are not able to come to the meeting in person, you can still vote and I would urge you, regardless of the number of shares you own, to complete, sign and return your proxy form or use the online proxy voting service by clicking on the link on the right hand side of this page. All proxy appointments must be received by the Company (or Capita Registrars) by 11.30 a.m. on Monday 18 July 2011.

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 (Requesting Shareholders) to be tabled at the forthcoming EGM under section 133B(1)(b) of the Companies Act, 1963. In addition, the Company has received explanatory notes and additional commentary from the Requesting Shareholders.

The Requesting Shareholders do not support the proposals put forward by the Board to shareholders in the Notice of EGM and as set out in the accompanying circular to shareholders dated 27 June 2011.

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 Notice of EGM dated 27 June 2011 and I intend to call a poll on these resolutions.

These Additional Resolutions, together with the explanatory notes and additional commentary received from the Requesting Shareholders can be accessed below.

Shareholders may use the existing proxy arrangements in relation to voting on these Additional Resolutions. In other words, shareholders are free to appoint a proxy of their choosing to vote in the normal way, as set out in Note 10(b) in the Notice of the EGM and 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 Note 10(b).

For shareholders who have appointed or wish to appoint myself (as chairman of the meeting) as proxy in relation to the Additional Resolutions, they may instruct me how to vote by post or by email (investor.relations@irishlife.ie) once this instruction is 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, I will exercise my discretion.

The Board and I remain 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 to shareholders dated 27 June 2011 convening the EGM, given the lack of alternative options available to raise the required capital by 31 July 2011.

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

Alan Cook
Chairman