
Article 1 

1. The following measures constitute State aid pursuant to Article 107(1) of the Treaty:
— Measures granted in favour of AIB
((a)) guarantees under the CIFS scheme of up to EUR 133 billion;
((b)) guarantees under the ELG scheme of up to EUR 62,5 billion;
((c)) an asset relief measure (transfers to NAMA of EUR 20,4 billion), constituting and estimated aid amount of EUR 1,6 billion;
((d)) a recapitalisation in the form of preference shares in May 2009 for an amount of EUR 3,5 billion;
((e)) a recapitalisation in the form of new equity capital in December 2010 for an amount of EUR 3,7 billion;
((f)) a State guarantee on Emergency Liquidity Assistance until Q2 2011 for an amount of [EUR 5-15 billion];
— Measures granted in favour of EBS
((g)) guarantees under the CIFS scheme of up to EUR 14,4 billion;
((h)) guarantees under the ELG scheme of up to EUR 8,0 billion;
((i)) an asset relief measure (transfers to NAMA of EUR 0,9 billion), constituting and estimated aid amount of EUR 0,1 billion;
((j)) a recapitalisation in the form of Special Investment Shares in May and December 2010 for an amount of EUR 0,625 billion;
((k)) a recapitalisation through a direct grant in the form of a promissory note in December 2010 for an amount of EUR 0,25 billion;
((l)) a State guarantee on Emergency Liquidity Assistance for an amount of [EUR 0-5 billion];
— Measures granted in favour of the Bank (the merged entity)
((m)) a recapitalisation in the form of ordinary shares in July 2011 for an amount of EUR 5 billion;
((n)) a recapitalisation in the form of contingent capital notes in July 2011 for an amount of EUR 1,6 billion;
((o)) a recapitalisation in the form of a capital contribution in July 2011 for an amount of EUR 6,1 billion.
2. The State aid referred to in paragraph 1 is compatible with the internal market in accordance with Article 107(3) of the Treaty in the light of the restructuring plan and the commitments set out in the Annex.
Article 2 
Ireland shall ensure that the restructuring plan submitted on 28 September 2012, including the subsequent modifications made thereto, is implemented in full, including the commitments set out in the Annex.
Article 3 
This Decision is addressed to Ireland.
Done at Brussels, 7 May 2014.
For the Commission
Joaquín ALMUNIA
Vice-President
ANNEX
Ireland undertakes to ensure that the Restructuring Plan for AIB, submitted in September 2012, as amended and supplemented by written communications, is correctly and fully implemented. This document (the ‘Term Sheet’) sets out the terms (the ‘Commitments’) for the restructuring of AIB, which Ireland has committed to implement.
 1. 
In this document, unless the context requires otherwise, the singular shall include the plural (and vice versa) and the capitalised terms used herein have the following meanings:


1.1. ‘Acquisition’ shall have the meaning ascribed to it in Clause 6.1 herein.
1.2. ‘AIB’ means Allied Irish Banks, p.l.c., including its subsidiary and associated companies.
1.3. ‘Annual Operating Expenses’ means the aggregate of (1) personnel expenses, (2) general and administrative expenses, and (3) depreciation, impairment and amortisation.
1.4. ‘Business Day’ means a day between and including Monday to Friday but does not include any public holiday in Ireland.
1.5. ‘Capital Outflow’ means the payment of dividends to the State on Ordinary Stock and the repurchase of Ordinary Stock from the State.
1.6. ‘Central Bank’ means the Central Bank of Ireland.
1.7. ‘CIR’ means Cost to Income Ratio, calculated as operating expenses divided by operating income.
1.8. ‘Clause’ means a clause in this document only and such a clause forms part of the document. However, headings to Clauses are for convenience only and are not binding.
1.9. ‘Comprehensive Assessment’ means the 2014 EU-wide stress test being undertaken by the European Central Bank and the European Banking Authority which will enhance the transparency of the balance sheets of significant banks, including AIB.
1.10. ‘Contingent Capital Instrument’ means the contingent EUR 1,6 billion Tier 2 debt instrument issued by AIB to the State and described in more detail in the Listing Particulars dated 27 October 2011.
1.11. ‘Customer Mobility Package’ means the package of measures described in Clause 11.5 herein.
1.12. ‘Date of the Final Decision’ means the day on which the European Commission adopts the Final Decision with regard to AIB's Restructuring Plan.
1.13. ‘Date of the Request’ means the day on which a Relevant Competitor requests validly in writing to AIB in connection with the Customer Mobility package set out in Clause 11.5 herein.
1.14. ‘Distressed SME Portfolio’ means a specific portfolio of SME Loans within AIB which are managed by AIB Financial Solutions Group as at 31 December 2012 and which are subject to resolution targets set by the Central Bank.
1.15. ‘EBS’ means EBS Limited, including its subsidiary and associated companies.
1.16. ‘Final Decision’ means the decision in which the European Commission takes a decision regarding the Restructuring Plan and all the State aid granted to AIB and EBS before and after their merger.
1.17. ‘FRAND’ means fair, reasonable and non-discriminatory.
1.18. ‘GDP’ means the Gross Domestic Product of Ireland as reported by the Central Statistics Office of Ireland.
1.19. ‘Impaired’ in relation to a loan means there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the assets (a ‘loss event’) and that loss event (or events) has an impact such that the present value of future cash flows is less than the current carrying value of the financial asset or group of assets and requires an impairment provision to be recognised in the income statement.
1.20. ‘Incremental Cost’ means additional costs incurred by AIB as a direct consequence of the provision of services to Relevant Competitors in application of the Measures. In particular, Incremental Costs do not cover any fixed or variable costs that AIB would bear in the absence of the Measures.
1.21. ‘Ireland’ or ‘State’ means the Republic of Ireland and includes Irish governmental authorities from time to time including, without limitation, the Department of Foreign Affairs, the Department of Finance and the Central Bank.
1.22. ‘Late Arrears Loans’ means loans where at least 90 days have passed since a contractually due payment was made in full and includes loans in the course of restructure where the original loan facility remains outside its original terms for more than 90 days. When a loan or exposure is past due, the entire exposure is reported as past due, not just the amount of any excess or arrears.
1.23. ‘Mailing Date’ shall have the meaning ascribed to it in Clause 11.5.2.2 herein.
1.24. ‘Market Share’ means the proportion of the market, expressed in percentage terms, for (i) stock or (ii) flow, held by an undertaking in any particular market in Ireland (being a market for a Relevant Product) and as measured on a suitable practical basis by an independent external research source, including regulatory returns proposed by AIB and approved by the Monitoring Trustee (which approval shall not be unreasonably withheld) on a case by case basis before the Date of the Request.
1.25. ‘Marketing, Advertising and Sponsorship’ means the promotion of the business (or part of the business) of AIB by means of communication such as television, radio, newsprint, internet and other similar means of communication.
1.26. ‘Material’ shall have the meaning ascribed to it in Clause 11.5.1.4 herein.
1.27. ‘Measures’ means the obligations imposed on AIB by virtue of the commitments made by Ireland in Clauses 3 to 11 herein.
1.28. ‘Monitoring Trustee’ means one or more natural or legal person(s), independent from AIB who is approved by the European Commission and appointed by AIB, and who has the duty to monitor AIB's compliance with the commitments attached to the Final Decision and whose role is more fully described in the Schedule hereto.
1.29. ‘Mortgages’ means all loans secured on residential property in Ireland issued by a credit institution or building society where the purpose of the advance, typically, is to either finance the change of ownership of, or improvements to, the residential property on which the loan is secured but which may also include non-property related purposes. Any references to Mortgages include both owner occupier and buy-to-let property.
1.30. ‘NAMA’ means the National Asset Management Agency established pursuant to the National Asset Management Agency Act 2009.
1.31. ‘Net Exposure’ means in relation to a client, the gross lending exposure to that client less any provision made by AIB in respect of that client.
1.32. ‘Notification Date’ shall mean the date on which AIB notifies the Relevant Competitor that the latter's Material is to be mailed by AIB.
1.33. ‘NPRFC’ means the National Pension Reserve Fund Commission.
1.34. ‘NPRFC Preference Shares’ means the preference stock arising from the NPRFC Investment.
1.35. ‘NPRFC Investment’ means the subscription by the NPRFC for EUR 3,5 billion of preference stock in AIB and the issue of warrants for ordinary stock completed on 31 May 2009.
1.36. ‘Ordinary Stock’ means the ordinary shares of EUR 0,01 each in the capital of AIB.
1.37. […]
1.38. ‘Relevant Competitor’ means an undertaking which at the Date of the Request (1) is licensed in Ireland or elsewhere to operate as a credit institution in Ireland; (2) is not in receipt of State aid (i.e. banks which have received State aid and which are still in the restructuring period are not considered ‘Relevant Competitors’; however, banks which have received State aid but whose restructuring period has ended, are considered ‘Relevant Competitors’); and (3) has (by virtue of all related undertakings) a Market Share of less than 15 % of stock or flow of the Relevant Product market in which AIB has a Market Share in excess of 30 % of stock or flow of the Relevant Product market, based on a Market Share measurement by an independent external research source, including regulatory returns proposed by AIB and approved by the Monitoring Trustee.
1.39. ‘Relevant Product’ means: (i) personal current accounts; (ii) personal credit cards; (iii) business current accounts; (iv) business credit cards, (v) Mortgages; and (vi) SME Loans and corporate loans.
1.40. ‘Restructuring Period’ refers to the period from the Date of the Final Decision to 31 December 2017.
1.41. ‘Restructuring Plan’ means the plan submitted by AIB to the European Commission, via Ireland, in September 2012, as amended and supplemented from time to time by written communications.
1.42. ‘Schedule’ means a schedule to this document only and such a schedule forms part of the document. The Schedule is an integral part of the term sheet and equally binding.
1.43. ‘SME Loans’ means all lending to any small and medium-sized enterprise as defined by the European Commission Recommendation in Ireland engaged in an economic activity, irrespective of legal form (e.g. corporation, partnership, sole-trader), which employs fewer than 250 persons and whose annual turnover does not exceed EUR 50 million or whose annual balance sheet does not exceed EUR 43 million. Such lending includes secured and unsecured lending via term loans, commercial mortgage loans repayable over a defined period of up to 15 years and asset finance and commercial finance and invoice discounting, whether the interest rate for the loan concerned is variable, or a fixed margin over a specified reference interest rate, or an interest rate fixed for all or part of the term of the loan. Excluded from this definition is any lending to non-SME commercial entities, persons acting as consumers, ‘government’ and ‘other financial’ customer categories.
1.44. ‘State aid’ shall, for the purposes of this term sheet, have the meaning ascribed to it in Clause 2.1 herein.
1.45. ‘Valid Application’ means an application made by an undertaking who is a Relevant Competitor who is, on the Date of the Request, a Relevant Competitor for a service contained in Clause 11.5 herein and which sets out in reasonable detail sufficient information to enable AIB to provide the service.
 2.  2.1. The Measures set out below are conditional on the European Commission (the ‘Commission’) adopting a Final Decision that the State aid received by EBS and AIB comprising the State aid element of Ireland's 2008 and 2009 bank guarantee schemes, the recapitalisations by Ireland of EBS as described in the Rescue Decision N 160/10 dated 2 June 2010, and of AIB as described in the Rescue Decisions N 241/09 dated 12 May 2009, N 553/10 dated 21 December 2010 and SA.33296 dated 15 July 2011, relating thereto and the State aid provided to EBS and AIB as a result of NAMA (all such aid is referred to herein as ‘State aid’) are compatible with the internal market in accordance with Articles 107 to 109 of the Treaty on the Functioning of the European Union.
 2.2. AIB shall use all reasonable endeavours to comply with the obligations imposed on it as a result of the Measures arising out of the commitments made by Ireland (including seeking and receiving all necessary approvals).
 2.3. In relation to AIB's obligation to implement these Measures, AIB shall not be obliged to breach any of its legal obligations. In case of a conflict between an obligation arising from a Measure in this term sheet and AIB's legal obligations, AIB will inform the Monitoring Trustee and will undertake to propose an alternative solution that will enable AIB to fulfil its obligations. The Monitoring Trustee, in consultation with the Commission, will verify whether the proposed solution is in line with the commitments in the term sheet and AIB's legal obligations.
 3.  3.1. 

3.1.1. by 31 December 2014, [80-100] % of the Distressed SME Portfolio will have been restructured (meaning there has been formal communication by AIB with the customer of the revised arrangement (e.g. a revised loan agreement/term sheet) or where legal proceedings have been initiated); and
3.1.2. by 30 June 2014, sustainable solutions will have been proposed by AIB for 75 % of Mortgages which are Late Arrears Loans, and solutions will have been concluded with customers for 35 % of Mortgages which are Late Arrears Loans.
 3.2. Ireland commits that AIB will engage with customers in respect of the other loan portfolios that are managed by AIB's Financial Solutions Group, and will propose sustainable solutions for [50-100] % of these loans by 31 December 2014.
 3.3. 

3.3.1. Where the Net Exposure to the client exceeds EUR [2,5-10] m, a Net Present Value (‘NPV’) analysis of the restructuring options will be conducted, with the objective of maximising the NPV for AIB but also ensuring that the viability of the SME or corporate is not endangered as a result, and if the solution chosen does not have the highest NPV, it must be based on verifiable economic and commercial criteria and the decision will require approval by the appropriate AIB Credit Committee.
3.3.2. Where the Net Exposure to the client does not exceed EUR [2,5-10] m, Ireland commits that AIB will effectively and consistently implement guidelines to assist decision makers on the proper means of assessing the appropriate restructuring option for both viable and non-viable customers.
 4.  4.1. Ireland commits that AIB will target an aggregate ‘new lending’ limit to […] of […] in […] and […] in […] respectively.
 4.2. At AIB's sole discretion, new lending may exceed the limits to […] referred to in Clause 4.1, provided that the aggregate closing gross loan balance to […] does not exceed […] at end […] and […] billion at end […] respectively.
 5.  5.1. Ireland commits that AIB will cap the nominal level of its expenditure externally on Marketing, Advertising and Sponsorship in Ireland at the same level as it was for its financial year ended 31 December 2012 until the end of the Restructuring Period (i.e. […] million for each year).
 5.2. During the Restructuring Period, Ireland commits that AIB will not refer in its advertising campaign to any State support enjoyed by AIB, nor take any measure that might reasonably be deemed an aggressive commercial practice.
 5.3. The cap referred to in Clause 5.1 shall not apply to any: (a) expenditure required or recommended by any regulatory or governmental authority; and/or (b) expenditure related to any Measure herein; and/or (c) expenditure related to charities; and/or (d) initiative reasonably necessary to advise customers and others of issues such as fraud, criminal acts (e.g. forged banknotes or bank robberies, changes in terms and conditions in products) or greater exposure to risk.
 6.  6.1. Ireland commits that from the Date of the Final Decision until the earlier of (a) the end of the Restructuring Period; and (b) the date by which the NPRFC Preference Shares and the Contingent Capital Instrument shall have been repaid in full or are no longer owned by Ireland, AIB will not for any reason whatsoever, acquire any stake in any undertaking (meaning an undertaking which has the legal form of a company or package of assets which form a business) (an ‘Acquisition’) subject to the exceptions set out at Clause 6.2.
 6.2. 

6.2.1. with the prior written consent of the Commission, such consent to be granted on the basis that the Acquisition is deemed necessary in exceptional circumstances to restore financial stability or to ensure effective competition;
6.2.2. where the purchase price for that Acquisition (excluding the assumption of debt) paid by AIB is less than 0,01 % of AIB's total assets at the Date of the Final Decision and the cumulative purchase price for all Acquisitions made during the Restructuring Period (excluding the assumption of debt) paid by AIB, is less than 0,025 % of AIB's total assets at the Date of the Final Decision; or
6.2.3. where the Acquisition takes place in the ordinary course of the banking business in the management of existing claims towards ailing firms.
 7.  7.1. 

7.1.1. the Commission provides consent to the payment or call option;
7.1.2. the coupon payment is paid to the State (provided that such payments would not trigger coupon payments to other investors that otherwise would not be mandatory); or
7.1.3. the payment arises under a newly issued instrument (meaning instruments issued on or after the Date of the Final Decision), provided that any payment of coupons on such newly issued instruments does not create a legal obligation to make any coupon payments on AIB's securities existing prior to the Date of the Final Decision.
 8.  8.1. 

8.1.1. Annual Operating Expenses will not exceed EUR […] million, which is EUR [200-600] million less than the 2012 equivalent figure reported in the financial reports; and
8.1.2. CIR will not exceed [45-65] %, unless the GDP growth is below 2 % at that time, in which event its CIR will not exceed [50-70] %.
 9.  9.1. Ireland commits that the value of Irish Sovereign bonds held by AIB, excluding those bonds issued by NAMA, shall not exceed EUR billion [10-20] at any point in time during the Restructuring Period.
 10.  10.1. Ireland commits that AIB will repay the State aid prior to the end of the Restructuring Period via the payment of dividends or other means, in such amount equal to the surplus regulatory capital above the minimum CET1 ratio (on a Basel III fully implemented basis) as set by the Central Bank (plus a buffer of 1-4 %) at 31 December 2016.
 10.2. Ireland and AIB acknowledge that the commitment set out at Clause 10.1 is subject to receipt of all regulatory and other approvals.
 10.3. To facilitate the repayment set out at Clause 10.1, Ireland commits that AIB shall not take any steps that would lead to a Capital Outflow prior to […] unless […].
 10.4. 

10.4.1. partially or fully convert the NPRFC Preference Shares to equity at par up to 13 May 2014 and thereafter at 125 % of the subscription price, in advance of, or as part of an exit (or part exit) event arising for the State involving the private sector; and
10.4.2. dispose of the State's Contingent Capital Instrument at any time, notwithstanding that AIB will not have an option to redeem the State's Contingent Capital Instrument until after the Comprehensive Assessment, subject to regulatory approval.
 11.  11.1. Commencing on 1 July 2014 for a period of 3 years, Ireland commits that AIB will operate certain competition measures, namely, the provision to Relevant Competitors of: (a) a Services Package; and (b) a Customer Mobility Package.
 11.2. Ireland commits that AIB will contribute EUR 500 000 per annum for a period of 3 years commencing on 1 July 2014 to a public awareness campaign (such campaign to be facilitated by Ireland through an appropriate state body) to raise awareness and promote customer switching.
 11.3. Any dispute between AIB and a Relevant Competitor relating to this Clause 11 will be referred by AIB and the Relevant Competitor to the Monitoring Trustee, who shall mediate a solution. In case no solution is found, the Monitoring Trustee will refer the matter for resolution to the Commission, whose decision shall be binding.
 11.4. Ireland commits that AIB will operate a Services Package for Relevant Competitors who seek to avail of such package.
 11.4.1. 

11.4.1.1. access to Ireland's bank clearing system (both servicing paper and electronic transactions);
11.4.1.2. debit card access to any automated teller machine network in Ireland of which AIB is a member;
11.4.1.3. access to market intelligence (e.g. rate of default of customers generally and macro/microeconomic data generally) but such access shall be subject to compliance with all laws, codes and practices including, without limitation, those relating to data protection, confidentiality, intellectual property, contract and competition;
11.4.1.4. access to cash supply and distribution services; and
11.4.1.5. foreign exchange supply and distribution services.
 11.4.2. AIB will give due consideration to all reasonable requests from a Relevant Competitor via the Monitoring Trustee for a change in the services to be provided under Clause 11.4.1. For the avoidance of doubt, the provision of such services shall be in compliance with all applicable laws, codes and practices generally (including, without limitation, the EU's Payment Services Directive) and AIB shall only be obliged to provide such services as are within its control and power.
 11.5. Ireland commits that AIB will provide a Customer Mobility Package for Relevant Competitors who seek to avail of such package.
 11.5.1. 

11.5.1.1. AIB has received a Valid Application from the Relevant Competitor;
11.5.1.2. the Relevant Competitor qualifies as a Relevant Competitor on the Date of the Request;
11.5.1.3. AIB has Market Share of more than 30 % in respect of that Relevant Product as at the Date of the Request;
11.5.1.4. the Relevant Competitor will reimburse AIB on commercial terms for all costs directly involved with mailing the Relevant Competitor's material concerning the Relevant Product (‘Material’) to AIB customers (including, where relevant, printing, packaging and posting such material). Relevant Competitors will be responsible for all costs involved with the production of the relevant materials, delivery and related costs of the same to AIB and the cost of mailing. The costs of customer selection in relation to the Customer Mobility Package will be borne by AIB. Other costs not directly involved with mailing the Relevant Competitor's Material to AIB customers will be borne by AIB;
11.5.1.5. the Relevant Competitor takes full responsibility for the lawfulness, accuracy and appropriateness of the Material and provides to AIB in advance a written indemnity from and against all and any loss or damage caused or suffered by AIB in connection with the mailing. For the avoidance of doubt, AIB shall not be obliged to review the Materials, and AIB shall bear no responsibility or liability whatsoever for the Material distributed pursuant to this Measure or the fulfilment of this Measure generally; if there is any dispute in this regard between AIB and the Relevant Competitor then it will be referred to the Monitoring Trustee, who shall mediate a solution. In case no solution is found, the Monitoring Trustee will refer the matter to the Commission for resolution; and
11.5.1.6. sufficient copies of the Material to be distributed hereunder shall be received by AIB from the Relevant Competitor by 17.00 five clear Business Days prior to the Mailing Date and the Material shall comply in all respects with all applicable laws, codes and practices. Any dispute shall be referred to the Monitoring Trustee, who shall mediate a solution. In case no solution is found, the Monitoring Trustee will refer the matter to the Commission for resolution.
 11.5.2. 

11.5.2.1. The mailings will be divided over six periods of 6 months, the first period starting on the date which is 3 months after the Date of the Final Decision. During these periods, Relevant Competitors may submit an application for a mailing to AIB. Each Relevant Competitor is allowed to approach AIB once in each 6 month mailing period.
11.5.2.2. For each 6 month mailing period, the mailings shall be made on 3 predetermined dates (the ‘Mailing Dates’) taking into account the interest of the Relevant Competitors and the mailing schedule of AIB, provided that the Date of the Request by the Relevant Competitors is a reasonable number of days before the Mailing Dates to enable AIB to prepare for such voluminous mailings respectively for each of the Mailing Dates (and such requests to be received by AIB no later than 17.00 (Dublin time) on the relevant Date of the Request). AIB will ensure that the Mailing Dates are made public on AIB's website in advance, in order to allow interested Relevant Competitors a reasonable time to prepare an application. Any dispute shall be referred to the Monitoring Trustee, who shall mediate a solution. In case no solution is found, the Monitoring Trustee will refer the matter to the Commission for resolution.
11.5.2.3. For the purposes of the mailing, AIB shall randomly select, at the request of the Relevant Competitor, up to one-third of its customer base for each mailing taking place in the first 6 month mailing period; such customer base being AIB's customers for the Relevant Product to be advertised by the Relevant Competitor in that mailing, limited solely to those AIB customers who have provided their consent to receive marketing information from AIB. AIB will select a different third of its customer base in the second 6 month mailing period and the final third of its customer base in the third period. The same process will be repeated in the successive three 6 month mailing periods. The Monitoring Trustee will verify the selection of the customers by AIB. At the request of the Relevant Competitor, the number of customers contacted during a 6 month mailing period may be reduced, on the basis of filtering criteria that can be easily implemented by AIB (meaning the instruments necessary to conduct this filtering are readily available to AIB, or are easily computable in AIB). In accordance with Irish data protection law, no customer shall be sent material where the customer has not given consent to AIB to receive similar AIB materials.
11.5.2.4. In the interests of ensuring that consumers are not inundated unreasonably with advertising literature and in order to maximise the chances of the Material supplied by Relevant Competitors being read, the Material of no more than two Relevant Competitors per Relevant Product will be mailed on each Mailing Date by AIB in each of the 6 month mailing periods as part of this Measure.
11.5.2.5. For the avoidance of doubt, the unused mailing opportunities shall be forfeited and not carried forward.
 11.5.3. The mailing will be managed, processed and completed by AIB (or its agent) on behalf of, and for the account of, the Relevant Competitor without any input or involvement of the Relevant Competitor. For the avoidance of doubt, the Relevant Competitor shall not have access to the names and addresses or other details of AIB's customer base.
 11.5.4. AIB shall be obliged to send Material on behalf of no more than two Relevant Competitors per Relevant Product on each Mailing Date and those two Relevant Competitors per Relevant Product shall be selected in the order in which they apply to AIB or, in the event of more than two Relevant Competitors per Relevant Product applying simultaneously for each Mailing Date, then the two Relevant Competitors per Relevant Product will be selected by lot by the Monitoring Trustee. In order for an application to be valid, the Relevant Competitor must qualify as a Relevant Competitor on the Date of the Request and have satisfied all of the conditions set out in Clause 11.5.1. AIB will notify the Relevant Competitor in writing whether it has been successful in its application and that its Material is going to be mailed by AIB.
 11.5.5. A Relevant Competitor may request Material to be mailed in respect of one or more Relevant Products but no other products. Furthermore, the Relevant Competitor may point out the possibility for customers to fully or partially switch their banking relationship and make general references to other banking products. A request will be otherwise valid notwithstanding that it has requested the benefit of this Customer Mobility Measure where AIB has less than 30 % Market Share in relation to a Relevant Product provided the request also seeks a mailing in respect of those Relevant Products where AIB has a Market Share of more than 30 %. If the marketing materials received from the Relevant Competitor include materials for products other than the Relevant Products (except for general references to fully or partly switching their banking relationship and general references to other banking products), then AIB shall not be obliged to mail such materials but will notify the Relevant Competitor of its decision, where practicable and possible, in a timely manner to afford the Relevant Competitor the opportunity to re-submit amended materials. Any dispute in this regard shall be referred to the Monitoring Trustee, who shall mediate a solution. In case no solution is found, the Monitoring Trustee will refer the matter to the Commission for resolution. AIB will be under no obligation to mail the resubmitted materials unless they are received by 17.00 five clear Business Days prior to the Mailing Date and provided that such resubmitted materials are in compliance with the terms of this Clause 11.5.5.
 11.5.6. 

11.5.6.1. not to contact a customer with advertising literature relating to that Relevant Product where that customer has been one selected for contact and has been contacted on behalf of a Relevant Competitor, during the 6 months following such contact on behalf of the Relevant Competitor;
11.5.6.2. not to contact that customer for an additional 1 year with advertising literature relating to that Relevant Product, if such a customer switches to the Relevant Competitor under this Measure and AIB knows that such a customer has switched; and
11.5.6.3. not to contact that customer during the additional 1 year referred to in Clause 11.5.6.2 with any advertising literature which is specifically designed to recapture customers to the Relevant Product switched.
 11.5.7. For the avoidance of doubt, AIB shall remain free to contact such customers for regulatory reasons and as part of any initiative reasonably necessary to advise customers and others of issues such as fraud, criminal acts (e.g. forged banknotes or bank robberies, changes in terms and conditions in products) or greater exposure to risk.
 11.5.8. AIB commits that in case an AIB customer pursuant to the mailing of the Materials of the Relevant Competitor decides to switch part or all of its business (including both Relevant Products and other products) to the Relevant Competitor, AIB will not impede the switching in any way, nor charge any (penal) switching fees unless required by law or legal obligation or which are part of AIB's product terms and conditions.
 11.5.9. In case there is reasonable doubt regarding the Market Share of a Relevant Competitor the Relevant Competitor in question shall provide, on a strictly confidential basis, to the Monitoring Trustee such information, as may reasonably be required by the Monitoring Trustee to establish the Relevant Competitor's market share in the Relevant Product market, failing which, the Relevant Competitor shall not be entitled to avail of the Customer Mobility Package for that Relevant Product.

In this Schedule, the capitalised terms have the same meaning as provided in Clause 1 above.
 I —  1. Ireland commits that AIB will appoint a Monitoring Trustee to carry out the functions specified in the commitments for a Monitoring Trustee.
 2. The Monitoring Trustee shall be independent of AIB, possess the necessary qualifications to carry out its mandate, for example as an investment bank or consultant or auditor, and shall neither have nor become exposed to a conflict of interest. The Monitoring Trustee shall be remunerated by AIB in a way that does not impede the independent and effective fulfilment of its mandate.
 II —  3. 

((a)) the full terms of the proposed mandate, which shall include all provisions necessary to enable the Monitoring Trustee to fulfil its duties under these commitments; and
((b)) the outline of a work plan which describes how the Monitoring Trustee intends to carry out its assigned tasks.
 III —  4. The Commission shall have the discretion to approve or reject the proposed Monitoring Trustees and to approve the proposed mandate subject to any modifications it deems necessary for the Monitoring Trustee to fulfil its obligations. If only one name is approved, AIB shall appoint or cause to be appointed, the individual or institution concerned as Monitoring Trustee, in accordance with the mandate approved by the Commission. If more than one name is approved, AIB shall be free to choose the Monitoring Trustee to be appointed from among the names approved. The Monitoring Trustee shall be appointed within 1 week of the Commission's approval, in accordance with the mandate approved by the Commission.
 IV —  5. If all the proposed Monitoring Trustees are rejected, Ireland commits that AIB will submit the names of at least two more individuals or institutions within 1 week of being informed of the rejection, in accordance with the requirements and the procedure set out in paragraph 3.
 V —  6. If all further proposed Monitoring Trustees are rejected by the Commission, the Commission shall nominate a Monitoring Trustee, whom AIB shall appoint, or cause to be appointed, in accordance with a trustee mandate approved by the Commission.
 VI —  7. The Monitoring Trustee shall assume its specified duties in order to ensure compliance with the commitments. The Commission may, on its own initiative or at the request of the Monitoring Trustee or AIB, give any orders or instructions to the Monitoring Trustee in order to ensure compliance with the commitments attached to the Final Decision.
 VII —  8. 

((a)) propose in its first report to the Commission a detailed work plan describing how it intends to monitor compliance with the commitments attached to the Final Decision;
((b)) monitor the compliance with all the commitments of the Final Decision and with Clauses 3 to 11 of the Term Sheet;
((c)) assume the other functions assigned to the Monitoring Trustee under the commitments attached to the Final Decision;
((d)) propose to AIB such measures as the Monitoring Trustee considers necessary to ensure AIB's compliance with the commitments attached to the Final Decision; and
((e)) provide to the Commission, sending AIB a non-confidential copy at the same time, a written report within 15 days after the end of every quarter. The report shall cover the operation and management of Clauses 3 to 11 of the Term Sheet so that the Commission can assess whether the business is held in a manner consistent with the commitments. In addition to these reports, the Monitoring Trustee shall promptly report in writing to the Commission, sending AIB a non-confidential copy at the same time, if it concludes on reasonable grounds that AIB is failing to comply with the commitments assumed by Ireland.
 VIII —  9. Ireland commits that AIB will provide and cause its advisors to provide the Monitoring Trustee with all such cooperation, assistance and information as the Monitoring Trustee may reasonably require to perform its tasks. The Monitoring Trustee shall have full and complete access to any of AIB's books, records, documents, management or other personnel, facilities, sites and technical information necessary for fulfilling its duties under the commitments and AIB shall provide the Monitoring Trustee upon request with copies of any document. AIB shall make available to the Monitoring Trustee one or more offices on their premises and shall be available for meetings in order to provide the Monitoring Trustee with all information necessary for the performance of its tasks.
 10. Ireland commits that AIB will provide the Monitoring Trustee with all managerial and administrative support that it may reasonably request.
 11. Ireland commits that AIB will indemnify the Monitoring Trustee and its employees and agents (each an ‘Indemnified Party’) and hold each Indemnified Party harmless against, and hereby agrees that an Indemnified Party shall have no liability to AIB for any liabilities arising out of the performance of the Monitoring Trustee's duties under the commitments, except to the extent that such liabilities result from the wilful default, recklessness, gross negligence or bad faith of the Monitoring Trustee, its employees, agents or advisors.
 12. At the expense of AIB, the Monitoring Trustee may appoint advisors (in particular for corporate finance or legal advice), subject to AIB's approval (this approval not to be unreasonably withheld or delayed) if the Monitoring Trustee considers the appointment of such advisors necessary or appropriate for the performance of its duties and obligations under the Mandate, provided that any fees and other expenses incurred by the Monitoring Trustee are reasonable. Should AIB refuse to approve the advisors proposed by the Monitoring Trustee the Commission may approve the appointment of such advisors instead, after having heard AIB. Only the Monitoring Trustee shall be entitled to issue instructions to the advisors.
 IX —  13. 

((a)) the Commission may, after hearing the Monitoring Trustee, require AIB to replace the Monitoring Trustee; or
((b)) AIB, with the prior approval of the Commission, may replace the Monitoring Trustee.
 14. If the Monitoring Trustee is removed according to paragraph 13, the Monitoring Trustee may be required to continue in its function until a new Monitoring Trustee is in place to whom the Monitoring Trustee has effected a full hand over of all relevant information. The new Monitoring Trustee shall be appointed in accordance with the procedure referred to in paragraphs 3-6.
 15. Beside the removal according to paragraph 13, the Monitoring Trustee shall cease to act as Monitoring Trustee only after the Commission has discharged it from its duties after all the commitments with which the Monitoring Trustee has been entrusted have been implemented. However, the Commission may at any time require the reappointment of the Monitoring Trustee if it subsequently appears that the relevant remedies might not have been fully and properly implemented.
