Tender Offer

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.

Dublin, 21 November 2011

***BANK OF IRELAND - TENDER OFFERS***

The Governor and Company of the Bank of Ireland (the Bank) today announces that it is inviting holders of all outstanding tranches of the residential mortgage backed securities issued by Kildare Securities Limited and Brunel Residential Mortgage Securitisation No.1 PLC (the Notes), subject to offer restrictions, to tender their Notes for purchase by the Bank for cash pursuant to modified Dutch auctions (the Offers). The Bank proposes to accept for purchase up to €1 billion in aggregate (amortised) principal amount outstanding of the Notes (although the Bank reserves the right, in its sole discretion, to accept less than or more than such Target Acceptance Amount).

The transaction is aimed at providing liquidity to successful participants in the Offers. The Bank will not initiate the exercise of the early redemption options with respect to the Notes at the relevant step-up dates in March and April 2012 and intends that any future redemption decisions will be taken on a purely economic basis and having regard to prevailing market conditions.

The Offers begin today, 21 November 2011 and will expire at 5.00 p.m. (London time) on 1 December 2011. Settlement is expected on 13 December 2011.

Further details on the Offers, including the restrictions on participation in the Offers are set out in a Tender Offer Memorandum dated 21 November 2011. 

Bank of Ireland Contact Details:

Darach O'Leary, Head of Wholesale Funding Tel: +353 1 7993140

Redmond O'Leary, Head of Securitisation Tel: +353 1 6093298

Brian Kealy, Head of Capital Management Tel: +353 76 623 4719

Colin Reddy, Capital Management Tel: +353 76 623 4722

OFFER RESTRICTIONS

The Offers are being conducted pursuant to offer restrictions set out in the Tender Offer Memorandum.

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offers. The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by each of the Bank and the dealer managers and the tender agent for the Offers to inform themselves about, and to observe, any such restrictions.

Offer restrictions apply in a number of jurisdictions, including (without limitation) the United States (see below), Italy, the United Kingdom, Ireland, Belgium and France.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid.

General

The Tender Offer Memorandum does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in any Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.