Bank of Ireland(Governor&Co) Results of the 2023 EGC and Class Meetings (6497U)

TIDMBKIC

RNS Number : 6497U

Bank of Ireland(Governor&Co)

24 November 2023

Bank of Ireland Group plc (together with its subsidiaries, the "Group")

Results of the 2023 Extraordinary General Court ("EGC") and Class Meetings of the Preference Stock

24 November 2023

The EGC results

All of the resolutions proposed at the EGC of The Governor and Company of Bank of Ireland (the "Bank") held on Friday, 24 November 2023 were duly passed. Each of the resolutions proposed at the EGC was decided by way of a separate poll. Details of the resolutions proposed at the EGC are set out in the notice of EGC sent to stockholders on 1 November 2023, a copy of which is available on the Bank's website (https://investorrelations.bankofireland.com/shareholder-information/extraordinary-general-meeting/).

As at 24 November 2023, the total number of ordinary stock units in issue is 32,363,275,074, the total number of 12% Non-Cumulative Euro Preference Stock units of EUR1.27 each (the "Euro Preference Stock") in issue is 3,026,598 and the total number of 12.625% Non-Cumulative Sterling Preference Stock units of GBP1.00 each (the "Sterling Preference Stock", together with the Euro Preference Stock, the "Preference Stock") in issue is 1,876,090. Accordingly, the total number of votes cast at the EGC represent approximately 99.97% of the total issued share capital.

At the EGC, each unit of ordinary stock carries one vote. Each unit of Euro Preference Stock carries two votes at the EGC. Each unit of Sterling Preference Stock carries two votes at the EGC. In accordance with the terms of the Preference Stock, those holding 1% or more of a class of the Preference Stock are capped at voting 1% of the Preference Stock at the EGC. This cap does not apply to voting at the class meetings of Preference Stock by holders of Preference Stock.

At the Euro Preference Stock class meeting, each unit of Euro Preference Stock carries one vote.

At the Sterling Preference Stock class meeting, each unit of Sterling Preference Stock carries one vote.

The results of the voting on each EGC resolution are as follows:

Resolution 1

To approve the conversion of the Euro Preference Stock into redeemable stock units.

 
 Resolution       Votes          %       Votes       %         Total          Votes 
                    For                  Against             Votes Cast      Withheld 
     1        32,363,469,111   99.99%    15,200    0.01%   32,363,484,311       0 
             ---------------  -------  ---------  ------  ---------------  ---------- 
 

Resolution 2

To approve the conversion of the Sterling Preference Stock into redeemable stock units.

 
 Resolution       Votes         %      Votes     %        Total          Votes 
                    For                Against          Votes Cast      Withheld 
     2        32,363,312,595   100%      0       0%   32,363,312,595       0 
             ---------------  -----  ---------  ---  ---------------  ---------- 
 

Resolution 3

To approve and adopt the new Bye-Laws.

 
 Resolution     Votes For        %       Votes       %      Total Votes       Votes 
                                         Against                Cast         Withheld 
     3        32,363,506,632   99.99%    15,200    0.01%   32,363,521,832       0 
             ---------------  -------  ---------  ------  ---------------  ---------- 
 

The results of the class meeting of the Euro Preference Stock

The resolution proposed at the Class Meeting of the holders of the Euro Preference Stock held on Friday, 24 November 2023 was duly passed. The resolution proposed at the class meeting was decided by way of a poll. Details of the resolution proposed at the class meeting are set out in the notice of class meeting sent to holders of Euro Preference Stock on 1 November 2023, a copy of which is available on the Bank's website (https://investorrelations.bankofireland.com/shareholder-information/extraordinary-general-meeting/).

The results of the voting on the resolution are as follows:

Resolution 1

To approve any variation, modification, or abrogation of the rights attaching to the Euro Preference Stock by virtue of the passing of the resolutions as described in the notice of the Extraordinary General Court sent to stockholders dated 1 November 2023.

 
 Resolution     Votes       %       Votes       %        Total        Votes 
                 For                Against            Votes Cast    Withheld 
     1        2,071,458   96.74%    69,870    3.26%    2,141,328        0 
             ----------  -------  ---------  ------  ------------  ---------- 
 

The results of the class meeting of the Sterling Preference Stock

The resolution proposed at the Class Meeting of the holders of the Sterling Preference Stock held on Friday, 24 November 2023 was duly passed. The resolution proposed at the class meeting was decided by way of a poll. Details of the resolution proposed at the class meeting are set out in the notice of class meeting sent to the holder of Sterling Preference Stock on 1 November 2023, a copy of which is available on the Bank's website (https://investorrelations.bankofireland.com/shareholder-information/extraordinary-general-meeting/).

The results of the voting on the resolution are as follows:

Resolution 1

To approve any variation, modification, or abrogation of the rights attaching to the Sterling Preference Stock by virtue of the passing of the Resolutions as described in the notice of the Extraordinary General Court sent to stockholders dated 1 November 2023.

 
 Resolution     Votes      %      Votes     %       Total        Votes 
                 For              Against         Votes Cast    Withheld 
     1        1,876,090   100%      0       0%    1,876,090        0 
             ----------  -----  ---------  ---  ------------  ---------- 
 

The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.

24 November 2023

Ends

For further information please contact:

Bank of Ireland

Conor O'Leary, Head of Group Secretariat [phone]

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November 24, 2023 11:32 ET (16:32 GMT)