Notice of Meeting - Investis

158
Notice of Meeting
NOTICE OF MEETING
OF
IRISH LIFE & PERMANENT PLC (the “Company”)
NOTICE is hereby given that the Fourteenth Annual General Meeting of the Company will be held at the Royal
Dublin Society, Ballsbridge, Dublin 4 on Friday, 23 May 2008 at 11.30 a.m. for the following purposes:
ORDINARY BUSINESS
1. To receive and consider the accounts for the year ended 31 December 2007 and the reports of the Directors
and Auditors thereon.
2. To declare a fi nal dividend on the Ordinary Shares in the capital of the Company for the year ended 31
December 2007.
3. To re-appoint three directors at (a) to (c) below who retire in accordance with the Articles of Association and
two directors at (d) and (e) who having served more than nine years retire in accordance with best practice
and, each being eligible, offer themselves for re-appointment:
(a) Breffni Byrne
(b) Danuta Gray
(c) Eamonn Heffernan
(d) Gillian Bowler
(e) Kieran McGowan
4. To authorise the Directors to determine the remuneration of the Auditors.
SPECIAL BUSINESS
To consider and, if thought fi t, to pass the following resolutions which will be proposed as special resolutions:
5. That the Company and/or any subsidiary (as such expression is defi ned by Section 155 of the Companies
Act, 1963) of the Company be generally authorised to make market purchases (as defi ned by Section 212
of the Companies Act, 1990) of the Company’s Ordinary Shares on such terms and conditions and in such
manner as the Directors, or as the case may be, the Directors of such subsidiary, may from time to time
determine in accordance with and subject to the provisions of the Companies Act, 1990 and the restrictions
and provisions set out in Articles 50 b) and 50 c) of the Articles of Association of the Company PROVIDED
that the maximum aggregate number of Ordinary Shares authorised to be acquired pursuant to this resolution
shall be 27,602,960; and for the purposes of Section 209 of the Companies Act, 1990, the re-issue price range
at which any Treasury Share (as defi ned by the said Section 209) for the time being held by the Company may
be re-issued off-market shall be the price range set out in Article 50 d) of the Articles of Association of the
Company.
The authorities hereby conferred shall expire at the close of business on the earlier of the date of the next
Annual General Meeting of the Company or 23 August 2009 unless, in any such case, previously varied,
revoked or renewed in accordance with the provisions of the Companies Act, 1990.
6. That the Directors are hereby empowered pursuant to Section 23 and Section 24(1) of the Companies
(Amendment) Act, 1983 to allot equity securities within the meaning of the said Section 23 for cash pursuant
to the authority to allot relevant securities conferred on the Directors by resolution 5 passed by the members
of the Company at the Annual General Meeting held on 20 May 2005, as if sub-section 1 of the said Section
23 did not apply to any such allotment, provided that this power shall be limited to the allotment of equity
securities:
(a) in connection with a rights issue in favour of Members where the equity securities are issued
proportionately to the respective numbers of shares held by such Members but subject to such
exclusions as the Directors may deem fi t to deal with fractional entitlements or legal and practical
problems arising in or in respect of any territory; and
(b) otherwise than in pursuance of (a) above, up to an aggregate nominal value of A4,416,474 (representing
5% of the issued Ordinary Share capital of the Company as at 1 April 2008);

Notice of Meeting
and shall, unless previously renewed, revoked or varied by Special Resolution of the Company in general
meeting, expire 15 months from the passing of this resolution or, if earlier, on the close of business on the date
of the next annual general meeting of the Company, save that the Company may, before such expiry, make
an offer or agreement which would or might require equity securities to be allotted after such expiry and
the Directors may allot equity securities in pursuance of any such offer or agreement as if the power hereby
conferred had not expired. Any powers conferred on the Directors to allot equity securities in accordance
with the said Sections 23 and 24(1) in force immediately before this resolution is passed shall be revoked upon
the coming into effect of this resolution.
7. That :
(a) the Company be authorised, subject to and in accordance with the provisions of the Transparency
(Directive 2004/109/EC) Regulations, 2007 (the Regulations) and the Articles of Association of
the Company, to deliver, give, send, convey or supply any notices, documents, share certifi cates or
information to the Members and holders of debt securities (within the meaning of the Regulations)
of the Company by means of electronic equipment for the processing (including digital compression),
storage and transmission of data, employing wires, radio, optical technologies, or any other
electromagnetic means including, without limitation, by delivering, giving, sending, conveying or
supplying such notices, documents or information by electronic mail or by making such notices,
documents or information available on a website; and
(b) the Articles of Association of the Company be amended:-
(i) by inserting the following words after the words ‘electronic form’ in the defi nition of “electronic
communication” in Article 1 b) :
“including, without limitation, by making any such information including notices and any other
documents available on a website or by delivering, giving or sending the same by electronic mail”;
(ii) by the deletion of Article 127 d) and by the substitution of the following therefor:
“d) Where a notice, document or other information is given, served or delivered in electronic form
whether as an electronic communication or otherwise pursuant to sub-paragraph a) iv) of this
Article, it shall be treated as having been given, served or delivered:
(i) if given, served or delivered by electronic mail, at the time it was sent; or
(ii) where any such notice or document is given, served or delivered by being made available or
displayed on a website, when the recipient received or is deemed to have received notice of the
fact that the notice, document or other information was available on the website.”
(iii) by the deletion of Article 133 a) and by the substitution of the following therefor:
“a) Notwithstanding any other provision of these Articles, whenever any person (including without
limitation the Company, a Director, the Secretary, any offi cer of the Company, a Member or any
other person) is required or permitted by these Articles or otherwise to give or receive information
in writing such information may be given or received in electronic form, whether as an electronic
communication or otherwise in such manner or form and subject to such terms, conditions
or restrictions as the Directors may determine or approve from time to time in their absolute
discretion.”
(iv) by the deletion of paragraphs b), d) and e) of Article 133 and by the re-numbering of Article 133 c) as
Article 133 b).”
By order of the Board
Ciarán Long
Secretary
Registered Offi ce:
Irish Life Centre,
Lower Abbey Street, Dublin 1.
1 April 2008
159

160
Notice of Meeting
Notes:
1. A Member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend, speak and
vote instead of him. A proxy need not be a Member of the Company.
2. To be valid, the form of proxy duly completed and executed together with any authority under which it is
executed or a copy of such authority certifi ed notarially or by a solicitor practising in the Republic of Ireland
must be deposited at the registered offi ce of the Company at Irish Life Centre, Lower Abbey Street, Dublin 1
or (at the Member’s option) at the offi ces of the Company’s Registrar, Capita Registrars, Unit 5, Manor Street
Business Park, Manor Street, Dublin 7, in either case, not less than 48 hours before the time appointed for the
Annual General Meeting. Alternatively, subject to the Articles of Association of the Company and provided it is
received not less than 48 hours before the time appointed for the holding of the Meeting, the appointment of a
proxy may:
(a) be submitted by telefax to 353 1 8102422, provided it is received in legible form;
(b) be submitted electronically, subject to the terms and conditions of electronic voting, via the internet by
accessing the Company’s Registrar’s website www.capitaregistrars.ie, selecting “Log on to Shareholder
Services” from the Online Services Menu and following the instructions thereon; or
(c) be submitted through CREST in the case of CREST members, CREST sponsored members or CREST
members who have appointed voting service providers. Voting through CREST must be done in accordance
with Euroclear UK & Ireland Limited’s specifi cations as set out in the CREST Manual and properly
authenticated as set out in the said manual.
3. In the case of a corporation, the form of proxy must be either executed under seal, signed on its behalf by a duly
authorised offi cer or attorney or submitted electronically in accordance with note 2(b) to 2(c) above.
4. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall
be accepted to the exclusion of the votes of the other joint holder(s) and, for this purpose, seniority shall be
determined by the order in which the names stand in the register of members of the Company.
5. Completing and returning a form of proxy will not preclude a Member from attending and voting at the meeting
should he so wish.
6. A copy of the amended Articles of Association of the Company, will be available for inspection at the registered
offi ces of the Company and at the offi ces of A&L Goodbody Solicitors, International Financial Services Centre,
North Wall Quay, Dublin 1 and also at its offi ces at Augustine House, Austin Friars, London EC2N 2HA, during
normal business hours on any weekday (excluding Saturdays and public holidays) from the date of despatch
of this notice until the conclusion of the AGM and at the place of the AGM for at least 15 minutes prior to and
during the AGM.
7. The Company, pursuant to Regulation 14 of the Companies Act, 1990 (Uncertifi cated Securities) Regulations,
1996 specifi es that only those Members registered in the register of members of the Company as at 11.30 a.m.
on 21 May 2008 (or in the case of an adjournment as at 48 hours before the time of the adjourned meeting) shall
be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at the
time. Changes to entries in the register after that time will be disregarded in determining the right of any person
to attend and/or vote at the meeting.