EN Official Journal of the European Union C 43/4

Publication pursuant to Article 6 of Directive 2001/24/EC of the European Parliament and of the Council on the reorganisation and winding up of credit institutions

2011/C 43/06

DIRECTION ORDER OF THE HIGH COURT OF IRELAND IN RELATION TO ALLIED IRISH BANKS, PLC PURSUANT TO SECTION 9 OF THE CREDIT INSTITUTIONS (STABILISATION) ACT, 2010

On 23 December 2010, the High Court of Ireland, on foot of an application by the Minister for Finance of Ireland (the Minister), made a Direction Order (the Direction Order) pursuant to Section 9 of the Credit Institutions (Stabilisation) Act 2010 (the Act) in relation to the reorganisation of Allied Irish Banks, plc (the Bank), inter alia, in the following terms:

‘A. A Direction Order pursuant to Section 9 of the Act: 1. Directing the Bank: 1.1. to issue 675 107 845 Ordinary Shares of EUR 0,32 each and 10 489 899 564 convertible non-voting shares of EUR 0,32 (CNV Shares) each to the National Pensions Reserve Fund Commission of Ireland on or about 23 December 2010, in consideration for the payment of EUR 3 818 438 297,54 before accounting for fees in cash from the National Pensions Reserve Fund of Ireland (the Subscription); 1.2. as soon as possible, and by no later than 24 December 2010, to make an application: (a) to the Irish Stock Exchange (the ISE) and the UK Listing Authority respectively for the cancellation of the admission of the Bank’s ordinary shares to their respective Official Lists and to the ISE and the London Stock Exchange respectively for the cancellation of the admission to trading of the Bank’s ordinary shares from their respective regulated markets for listed securities and, if necessary to achieve any such cancellation, in any such application to request a derogation from the requirement to seek shareholder consent for this cancellation; and (b) to the ISE for the admission of the Bank’s ordinary shares to the Enterprise Securities Market regulated by the ISE and, if necessary to achieve such admission, in such application to request a derogation from the requirement to seek shareholder consent for this admission; 1.3. for the purposes of effecting the Subscription, on or about 23 December 2010: (a) to increase the authorised share capital of the Bank from EUR 884 200 000, USD 500 000 000, GBP 200 000 000 and JPY 35 000 000 000 to EUR 4 457 002 371, USD 500 000 000, GBP 200 000 000 and JPY 35 000 000 000 by the creation of 675 107 845 new Ordinary Shares of EUR 0,32 each and 10 489 899 564 new CNV Shares of EUR 0,32 each, such new Ordinary Shares and such new CNV Shares having attached thereto the rights and privileges and being subject to the limitations and restrictions set out in the new articles of association of the Bank to be adopted pursuant to 1.3(b) below; and … 1.5. to complete the proposed sale of the Bank’s interests in Bank Zachodni WBK SA (BZWBK) and BZWBK AIB Asset Management SA to Banco Santander SA (Santander), as agreed by the Bank with Santander on 10 September 2010, immediately after the following conditions are satisfied: (a) approval of the Polish Financial Supervision Commission (Komisja Nadzoru Finansowego) (the KNF) to the acquisition by Santander of BZWBK; (b) clearance of the sale by the Commission of the European Union or the Polish Office of Competition and Consumer Protection (Urzad Ochrony Konkurencji i Knsoumentow) in accordance with applicable antitrust law; and (c) approval by the KNF of the acquisition by Santander of shares held by BZW in certain subsidiaries regulated by the KNF; … 4. Declaring pursuant to Section 9(3) of the Act that the Direction Order is a reorganisation measure for the purposes of Directive 2001/24/EC of the European Parliament and of the Council of 4 April 2001;’

Pursuant to Section 11 of the Act, the Bank or a member of the Bank, may apply to the High Court of Ireland, at the Four Courts, Inns Quay, Dublin 7, IRELAND, by motion on notice grounded on affidavit, not later than five working days after the making of the Direction Order, for the setting aside of the Direction Order.

Pursuant to Section 63 of the Act, persons affected by the Direction Order may apply to the High Court of Ireland, at the Four Courts, Inns Quay, Dublin 7, IRELAND, for leave to seek judicial review of a decision under the Act relating to the Direction Order, within 14 days after the decision is notified to the person concerned, or that person becomes otherwise aware of the decision.

Full copies of the Order are available from the Central Office of the High Court by e-mail to: listroomhighcourt@courts.ie