SUPPLEMENT DATED 15 JULY 2011

Allied Irish , p.l.c. (a company incorporated with limited liability in ) €15,000,000,000 Euro Medium Term Note Programme Guaranteed by the Minister for Finance of Ireland

This supplement (the “Supplement”) to the Exempt Offering Memorandum dated 21 January 2010 as supplemented by the Supplements dated 8 April 2010, 24 January 2011 and 26 April 2011 (the “Exempt Offering Memorandum”) is issued for the purpose of giving information with regard to the issue of notes (the “Notes”) by , p.l.c. (“AIB” or the “Issuer”) under the €15,000,000,000 Euro Medium Term Note Programme (the “Programme”) where the Minister for Finance of Ireland (the “Guarantor”) has unconditionally and irrevocably guaranteed the payment when due of all sums of principal, interest (if any) and default interest (if any) due and payable by the Issuer under the Notes.

This Supplement is supplemental to, and should be read in conjunction with, the Exempt Offering Memorandum and any other supplements to the Exempt Offering Memorandum issued by the Issuer. Words and expressions defined in the Exempt Offering Memorandum shall, unless the context otherwise requires, have the same meaning when used in this Supplement.

Under Regulation 8(1)(d) of the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005) (the “Regulations”) (transposing into Irish law Article 1.2(d) of the Prospectus Directive (Directive 2003/71/EC)), the issue of the Notes does not come within the scope of the Regulations and no prospectus approved by the Central of Ireland will therefore be prepared in connection with the Notes.

The Exempt Offering Memorandum as supplemented by this Supplement, does not comprise a prospectus for the purposes of Part 7 of the Regulations.

Financial Statements of AIB

Paragraph 2 of the list of documents set out under the heading “Documents Incorporated by Reference” on page 6 of the Exempt Offering Memorandum shall be deleted and replaced with the following;

“(2) the unaudited interim consolidated financial statements of AIB for the six months ended 30 June 2011;”

Allied Irish Banks, p.l.c.

The section entitled “Allied Irish Banks, p.l.c.” on page 36 of the Exempt Offering Memorandum shall be deleted in its entirety and replaced with the information included in Annex A to this Supplement.

1 and Executive Officers of AIB

The section entitled “Board of Directors and Executive Officers of AIB” on pages 37-38 of the Exempt Offering Memorandum shall be deleted in its entirety and replaced with the information included in Annex to this Supplement.

General Save as described in this Supplement, there has been no significant change in the information contained in the Exempt Offering Memorandum and no significant new matters have arisen since the publication of the Supplement to the Exempt Offering Memorandum dated 26 April 2011.

For as long as the Programme remains in effect, or any Notes shall be outstanding, copies of the current Exempt Offering Memorandum in relation to the Programme, together with any amendments or supplements thereto (including this Supplement) may be inspected physically at the registered office of the Issuer and at the office of the Agent.

To the extent that there is any inconsistency between (a) any statement in this Supplement and (b) any other statements in, or incorporated by reference in, the Exempt Offering Memorandum, the statements in (a) above will prevail.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge and belief of the Issuer, the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

2 ANNEX A ALLIED IRISH BANKS, p.l.c.

AIB, originally named Allied Irish Banks Limited, is a public limited company incorporated in Ireland on 22 September 1966 under the Companies Act, 1963 with registration number 24173 as a result of the amalgamation of three long established banks (the “constituent banks”) with assets aggregating €324 million. At that time, the shares of the Munster and Leinster Bank Limited (established 1885), the Provincial Limited (established 1825) and the Royal Bank of Ireland Limited (established 1836) were acquired by and were transferred to AIB as a . In 1972, AIB became the sole banking entity in place of the three constituent banks, other than with regard to the currency note issue of the Provincial Bank of Ireland Limited in , which was transferred to AIB in 1982. This power to issue bank notes in Northern Ireland was transferred to AIB Group (UK) p.l.c. (formerly AIB Group Northern Ireland p.l.c.) with effect from 10 January 1994. AIB is regulated by the of Ireland.

AIB and its subsidiaries (together, the “AIB Group”) provides a range of banking, financial and related services, principally in Ireland and the (“UK”).

AIB is the holding company of all the companies in the AIB Group. It also engages in business in its own right. Its assets are therefore comprised both of shares in those companies; and assets and liabilities acquired in the conduct of its own business. It is thus partly dependent on the members of the AIB Group and the revenues received by them.

AIB has some 182 branches, 86 outlets and 14 business centres in Ireland, where, according to Central Bank data, its share of the total market for both Irish resident loans and deposits is in excess of 20%.

In Northern Ireland, through its wholly-owned subsidiary AIB Group (UK) p.l.c., which trades there as First Trust Bank, AIB Group operates from some 48 branches and outlets.

In Britain, AIB Group (UK) p.l.c., which trades there as Allied Irish Bank (GB), provides a range of banking services through 31 branches and 1 business development office.

Since mid 2008, AIB Group has experienced many significant challenges as a result of issues arising from the financial crisis. The Group had expanded significantly outside Ireland in the past, as outlined above, as well as having smaller operations and interests in other markets. However, resulting from the provision of support to AIB as part of a broader arrangement with the Irish Government and the , the Group agreed in 2010 to replenish capital levels by way of disposals, namely its Bank Zachodni WBK S.A (“BZWBK”) and M&T Bank Corporation (“M&T”) shareholdings (and selected other businesses).

Since 1 April 2003, AIB’s main involvement in the US was carried on through its interest in M&T. AIB disposed of M&T on 4 November 2010. AIB’s direct presence in the US consists of corporate banking, treasury and for not-for-profit businesses based in New York. The process of winding down these activities began during 2010.

In , the AIB Group operated, primarily in Western Poland; through its former subsidiary BZWBK. AIB agreed the sale of BZWBK on 10 September 2010, the sale completed on 1 April 2011

AIB’s ordinary shares ceased trading on the main markets of the Irish and London stock exchanges on 25 January 2011. Its ordinary shares are now listed on the Enterprise Securities Market of the Irish Stock Exchange and its ADRs continue to be listed on the .

3 On 1 July 2011, pursuant to an agreement that AIB had entered into with the Minister for Finance of Ireland and the Irish National Treasury Management Agency, AIB acquired EBS (“EBS”), an Irish authorised building society, and its subsidiaries (such transaction, the “EBS Merger”). EBS, which is now called EBS Limited, operates as a standalone, separately branded subsidiary of AIB with its own branch network. Assuming completion of the EBS Merger, the requirements set for AIB and EBS Building Society by the on 31 March 2011 require AIB to generate c.EUR14.8 billion of additional capital to meet the PCAR requirement.

Relationship with the Irish Government Since the onset of the global and Irish financial crisis, the Irish Government has taken shareholding interests in AIB.

On 8 April 2011, the National Reserve Fund Commission (the “NPRFC”) converted the total outstanding amount of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby increasing its holding to 92.8% of the ordinary share capital.

On 13 May 2011, a further 484,902,878 ordinary shares were issued to the NPRFC in part settlement of the annual dividend due on that date, pursuant to the Bonus Issue 2011. The remainder of the Bonus Share Entitlement 2011, being 760,464,760 new Ordinary Shares, will be issued to the NPRFC following the EGM on the 26 July 2011, subject to shareholder approval. On 1 July 2011 AIB announced that, it had concluded discussions with the Government and had agreed the final terms of AIB’s capital raising transaction, pursuant to which AIB proposes to raise €5 billion of equity share capital from the NPRFC and up to €1.6 billion by the issue of contingent capital notes to the Minister for Finance of Ireland.

As at 14 July 2011, the Government held 93.1 per cent. of the ordinary shares of the company.

In addition to its shareholders’ interests, the Government’s relationship with AIB is reflected through formal and informal oversight by the Minister and the Department of Finance and the Central Bank of Ireland, representation on the Board of Directors (three non-executive directors are Government nominees), and otherwise.

4 ANNEX B BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Certain information in respect of Board of Directors and Executive Officers as of the date of this Prospectus is set out below.

Name Function within AIB Group/Principal Outside Activities Executive Chairman † ○ David Hodgkinson* Mr Hodgkinson was Group Chief Operating Officer for HSBC Holdings plc from May 2006 until his retirement from the company in December 2008. During his career with HSBC, he held a number of senior management positions in the Middle and Far East, and Europe, including as Managing Director of The Saudi British Bank, and CEO of HSBC Bank Middle East. Mr Hodgkinson, who joined HSBC in 1969, has also served as Chairman of HSBC Bank Middle East Limited, HSBC Bank A S , Arabian Gulf Investments (Far East) Limited and HSBC Global Resourcing (UK) Ltd. He was a Director of HSBC Bank Egypt SAE, The Saudi British Bank, Bank of Bermuda Limited, HSBC Trinkaus Burkhardt and British Arab . Mr Hodgkinson joined the Board as Executive Chairman on 27 October 2010. He has been Chairman of the Nomination and Corporate Governance Committee and a member of the Remuneration Committee since January 2011. (Age 60) Deputy Chairman ^ Dr Michael Somers Dr Somers is former Chief Executive of the National Treasury Management Agency. He is a Non-Executive Director of Willis Group Holdings plc, Hewlett-Packard International Bank plc, Fexco Holdings Limited, the Institute of Directors, the European Investment Bank, St. Vincent’s Healthcare Group Ltd, and President of the Ireland Chapter of the Ireland-US Council. He has previously held the posts of Secretary, National Debt Management, in the Department of Finance, and Secretary, Department of Defence. He is a former Chairman of the Audit Committee of the European Investment Bank and former Member of the EC Monetary Committee. Dr Somers was Chairman of the group that drafted the National Development Plan 1989-1993 and of the European Community group that established the European Bank for Reconstruction and Development (EBRD). He was formally a member of the Council of the Dublin Chamber of Commerce. He joined the Board in January 2010 as a nominee of the Minister for Finance under the Government’s National Reserve Fund Act 2000 (as amended) and has been Chairman of the Board Risk Committee since November 2010. (Age 68)

5 Director of Personal & Business Banking Bernard Byrne Mr. Byrne joined AIB in May 2010 as Group Chief Financial Officer and member of the Group Executive Committee. He began his career as a Chartered Accountant with PricewaterhouseCoopers (PwC) in 1988 and joined ESB International as Commercial Director in 1994. In 1998 he took up the post of Finance Director with IWP International Plc before moving to ESB in 2004 where he held the post of Group Finance and Commercial Director until he left to join AIB. Mr. Byrne was appointed Director of Personal and Business Banking, in May 2011 and was co-opted to the Board on 24 June 2011. (Age 43) Non-Executive Directors ○ # Declan Collier Mr Collier is Chief Executive of the Dublin Airport Authority (“DAA”) and is a member of both the European and World boards of Airports Council International, the representative association of airports internationally. He is a Director of Dublin Airport Authority p.l.c., and is Chairman of Aer Rianta International cpt and of DAA Finance p.l.c. Prior to joining the DAA he held a number of senior management positions with the global energy company, Exxonmobil. Mr Collier joined the Board in January 2009 as a nominee of the Minister for Finance under the CIFS Scheme. He has been a member of the Remuneration Committee since April 2009 and of the Audit Committee since October 2010. (Age 55) # ^ Stephen Kingon Mr Kingon is Chairman of the Northern Ireland Centre for Competitiveness, Invest Northern Ireland and Balcas Limited and is also a member of the Economic Advisory Group. He is a Director of AIB Group (UK) p.l.c., Anderson Spratt (Holdings) Limited, The Baird Group Limited, Mivan Limited, Mivan (UK) Limited, Opera Northern Limited and S.O.S. Bus Limited. He has held the following positions and offices in the recent past: Co- Chair of the North/South Roundtable Group; Managing Partner of PricewaterhouseCoopers in Northern Ireland; member of the BT Ireland Advisory Board; President of the Northern Ireland Chamber of Commerce and Industry; Chairman of Business in the Community in Northern Ireland, the Ulster Society of Chartered Accountants, and the Institute of Management Consultants in Northern Ireland; and Joint Secretary for the Institute of Chartered Accountants in Ireland. Mr Kingon joined the Board in 2007 and has been a member of the Audit Committee and of the Corporate Social Responsibility Committee since that time. He became Chairman of the Audit Committee in May 2009 and joined the Board Risk Committee in November 2010. (Age 63) # ○ † Anne Maher Ms Maher is a Non-Executive Director of Irish Airlines Pensions Limited, Retirement Planning Council of Ireland, Allied Irish Banks Pensions Limited and AIB DC Pensions (Ireland) Limited. She is Chairman of the Medical Professional Competence Steering

6 Committee, Governor of Pensions Policy Institute (UK) and is a member of Chartered Accountants Regulatory Board and of FTSE Policy Group (UK). Former positions and offices she has held include Chief Executive of The Pensions Board, Chairman of the Irish Association of Pension Funds and member of the Committee for European Insurance and Occupational Pensions Supervisors, member of the Professional Oversight Board (UK), the Actuarial Stakeholder Interests Working Group (UK) and Board member of the Irish Accounting and Auditing Supervisory Authority. Ms Maher joined the Board in 2007. She has been a member of the Audit Committee since May 2007, and of the Nomination & Corporate Governance Committee since February 2010 and of the Remuneration Committee since January 2011. (Age 65) # ○ Jim O’Hara Mr O’Hara is a former Vice President of Intel Corporation and General Manager of Intel Ireland, where he was responsible for Intel’s technology and manufacturing group in Ireland. He is a board member of Enterprise Ireland, the Association for European Nanoelectronic Activities (AENEAS), which represents the European electronics industry, and of Business in the Community Ireland. He is a past President of the American Chamber of Commerce in Ireland. Mr O’Hara joined the Board in October 2010 and has been a member of the Audit Committee, the Remuneration Committee and the Nomination and Corporate Governance Committee since January 2011. (Age 59) † ^ ○ David Pritchard Mr Pritchard is a former Group Treasurer, Executive Director, and Non-Executive Deputy Chairman of Lloyds TSB Group p.l.c. and spent two years as a secondee at the Financial Services Authority while employed at Lloyds TSB. He is a former Managing Director of Citicorp Investment Bank, London, and a former General Manager of Royal Bank of Canada Group. He is Non-Executive Chairman of Songbird Estates p.l.c., Non-Executive Director of Euromoney Institutional Investor PLC, The Motability Tenth Anniversary Trust, and a former Non-Executive Director of LCH Clearnet Group. Mr Pritchard joined the Board in 2007 and was appointed Deputy Chairman for the period May to December 2009. He has been a member of Nomination & Corporate Governance Committee since April 2009 and of the Board Risk Committee since November 2010. In January 2011 he was appointed Chairman of the Remuneration Committee, of which he has been a member since February 2010. (Age 66) † ^ Mr Spring is a former Tanaiste (Deputy Prime Minister) of the , Minister for Foreign Affairs and leader of the . He is a Non-Executive Director of Fexco Holdings Ltd., Repak Ltd, The Realta Global Aids Foundation Ltd and Diversification Strategy Fund p.l.c. He is Chairman of International Development Ireland Ltd., Altobridge Ltd. and Alder Capital Ltd. Mr Spring joined the Board in January 2009 as a nominee of the Minister for Finance under the CIFS Scheme. He has been a

7 member of the Nomination & Corporate Governance Committee since April 2009 and of the Board Risk Committee since November 2010. (Age 60) # ^ Catherine Woods Ms Woods is a Non-Executive Director of and of AIB Mortgage Bank. She is also the Finance Expert on the adjudication panel established by the Government to oversee the rollout of the National Broadband scheme. She is a former Vice President and Head of the European Banks Equity Research Team, JP Morgan, where her mandates included the recapitalisation of Lloyds’ of London and the re-privatisation of Scandinavian banks. Ms Woods is a former member of the Electronic Communications Appeals Panel. She joined the Board in October 2010 and has been a member of the Audit Committee and of the Board Risk Committee since January 2011. (Age 48)

Notes:

† Indicates member of the Nomination and Corporate Governance Committee # Indicates member of the Audit Committee ○ Indicates member of the Remuneration Committee ^ Indicates member of the Board Risk Committee

The business address of each of the above Directors is c/o Bankcentre, Ballsbridge, Dublin 4.

AIB is not aware of any potential conflicts of interest between the duties to AIB of the Directors listed above and their private interests or other duties.

Executive Committee (in addition to the Executive Directors above)

Stephen Bell Acting Chief Risk Officer John Conway Human Resources Director Keith Davies Group Services and Transformation Director Marcel McCann Operations and Technology Director Jerry McCrohan Director of Corporate & Institutional and Commercial Banking Fergus Murphy Chief Executive, Educational Building Society Joe O’Connor Chief Credit Officer Peter Spratt Head of the Non Core Unit Paul Stanley Acting Chief Financial Officer

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