Commission Decision of 29 June 2011 on the State aid No SA.32504 (2011/N) and C 11/10 (ex N 667/09) implemented by Ireland for Anglo Irish Bank and Irish Nationwide Building Society (notified under document C(2011) 4432) (Only the English text is authentic) (Text with EEA relevance) (2012/269/EU)

ANNEX II U.K. APPOINTMENT AND DUTIES OF THE MONITORING TRUSTEE

Anglo Irish Bank and INBS are commonly referred to ‘the merged entity’.

I. The Monitoring Trustee U.K.

1. The Irish authorities commit that the merged entity will appoint a Monitoring Trustee for a period of three years. U.K.

2. The Monitoring Trustee shall be one or several natural or legal person(s) independent of the merged entity who will be approved by the Commission and appointed by the merged entity, and will have the duty to monitor whether the merged entity complies with its obligations towards the Commission and implements the restructuring and work-out plan. U.K.

3. The Monitoring Trustee must be independent of the merged entity and must possess the necessary qualifications to carry out its mandate, for example as an investment bank, consultant or auditor, and shall neither have nor become exposed to a conflict of interest. In particular the Monitoring Trustee must have an experience in the area of loan restructuring and loan management to monitor commitments (2) and (5). The Monitoring Trustee shall be remunerated by the merged entity, which does not impede the independent and effective fulfilment of its mandate. U.K.

II. Appointment of the Monitoring Trustee U.K.

Proposal by the Irish authorities U.K.

No later than four weeks after the date of delivery of the Decision approving the restructuring and work-out plan of the merged entity, the Irish authorities shall submit for the Commission’s approval the names of two or more persons as Monitoring Trustees and shall indicate which of them is their first choice. The proposal must contain sufficient information for the Commission to verify that the proposed Trustee fulfils the requirements set out in paragraph 3 and shall include:

• the full terms of the proposed mandate together with all the provisions necessary to enable the Monitoring Trustee to carry out its duties in accordance with these commitments;

• the outline of a work plan describing how the Monitoring Trustee intends to carry out its assigned tasks.

Approval or rejection by the Commission U.K.

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. The Monitoring Trustee shall be appointed within one week of the Commission’s approval, in accordance with the mandate approved by the Commission.

New proposal by the Irish authorities U.K.

4. If all the proposed Monitoring Trustees are rejected, the Irish authorities shall, within one week of being informed of the rejection, submit the names of at least two other persons or institutions, in accordance with the conditions and according to the procedure in paragraphs 1 and 5. U.K.

Monitoring Trustee nominated by the Commission U.K.

5. If all further proposed Monitoring Trustees are also rejected by the Commission, the Commission shall nominate a Monitoring Trustee(s), whom the merged entity shall appoint in accordance with a trustee mandate approved by the Commission. U.K.

III. The duties of the Monitoring Trustee U.K.

6. It shall be the duty of the Monitoring Trustee to ensure compliance with the conditions and obligations attached to the Decision and guarantee implementation of the restructuring and work-out plan. U.K.

Duties and obligations of the Monitoring Trustee U.K.

7. The Monitoring Trustee shall: U.K.

(i)

propose to the Commission within four weeks of appointment a detailed work plan describing how it plans to monitor compliance with the commitments towards the Commission and implementation of the restructuring and work-out plan;

(ii)

monitor compliance with all commitments taken by the Irish authorities on behalf of the merged entity and implementation of the restructuring and work-out plan;

(iii)

propose measures, which the Monitoring Trustee considers necessary to ensure compliance by the Irish authorities with all commitments towards the Commission;

(iv)

submit to the Commission, the merged entity and the Irish authorities within 30 days after the end of each quarter the draft of a written report in English. The report shall cover the Monitoring Trustee’s fulfilment of its obligations under the Mandate, compliance with all commitments and the implementation of the restructuring and work-out plan. All recipients of the draft report shall be able to submit their observations within five working days. Within five working days of receipt of the comments, the Monitoring Trustee shall prepare a final report and submit it to the Commission, taking into account, if possible and at his sole discretion, the comments submitted. The Trustee will also send a copy of the final report to the Irish authorities and to the merged entity. Should the draft report or the final report contain any information that must not be disclosed to the merged entity or the Irish authorities, the merged entity or the Irish authorities shall only be provided with a non-confidential version of the draft report or the final report. The Monitoring Trustee shall submit no version of the report to the merged entity and/or the Irish authorities before submitting it to the Commission.

The Commission can give the Monitoring Trustee instructions or directions in order to ensure that the commitments towards the Commission are met and the restructuring and work out plan implemented.

The Irish authorities and the merged entity shall provide for all such cooperation, support and information which the Monitoring Trustee may reasonably require in order to perform its tasks. The Monitoring Trustee shall have unlimited access to the books, records, documents, managers and other staff members, to files, locations and technical information of the merged entity which are necessary in order to perform its tasks in accordance with the commitments.