Ulster Bank Ireland DAC - Tender Offer & Consent Solicitation (IE) - Launch

Announcement by Ulster Bank Ireland DAC launching a Tender Offer and Consent Solicitation

13 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Euronext

"Ulster Bank Ireland DAC (the "Issuer") today announces its invitations to holders of its outstanding STG £5,000,000 Floating Rate Subordinated Bonds (the "Floating Rate Bonds"), IEP £30,000,000 11.375% Subordinated Bonds (the "11.375% Bonds") and STG £20,000,000 11.75% Subordinated Bonds (the "11.75% Bonds" and, together with the Floating Rate Bonds and the 11.375% Bonds, the "Bonds" and each a "Series") to tender any or all of the Bonds for purchase by the Issuer for cash subject to the conditions described in the tender offer and consent solicitation memorandum dated 13 September 2023 (the "Memorandum") (in respect of each Series, such invitation an "Offer" and, together, the "Offers"), including in the case of the Offers, the offer and distribution restrictions described below and set out more fully in the Memorandum.

In conjunction with the Offers, the Bondholders are being invited to consent to certain modifications to the terms and conditions of the relevant Series to provide for the redemption of any Bonds of such Series that are not purchased pursuant to the relevant Offer at the relevant Redemption Price (which is equivalent to the corresponding Purchase Price offered by the Issuer pursuant to such Offer) plus the Accrued Interest Payment, all as proposed by the Issuer for approval in the form of the relevant Resolution at separate meetings of the Bondholders of each Series (each a "Meeting" and, in respect of each Series, such invitation a "Proposal" and, together, the "Proposals")."

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Notes:

(1) Expressed as a percentage applicable to such Series (not including accrued interest). For further details on the amounts payable to Bondholders see "Total amount payable to Bondholders" below.

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"Rationale

The Issuer is currently undergoing the process of a phased withdrawal from the Republic of Ireland (see the Memorandum for further information) and, in light of this phased withdrawal, the Issuer is seeking to implement the Offers and the Proposals to retire its legacy subordinated liabilities. The Bonds are no longer required for the Issuer to meet its capital requirements and, in any event, have ceased to be eligible for inclusion in the Issuer's Tier 2 capital and own funds.

The Offers and Proposals are not related to any other transaction, activity or communications which the Issuer is undertaking as part of the phased withdrawal.

For further information on future plans for the Issuer as an entity and how this could impact Bondholders see the Memorandum."

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