Bank of Ireland Group PLC Results of the Annual General Meeting (7779Z)

TIDMBIRG

RNS Number : 7779Z

Bank of Ireland Group PLC

25 May 2021

Bank of Ireland Group PLC (the "Company")

Results of the 2021 Annual General Meeting ("AGM")

25 May 2021

The Company announces that at its AGM, held on 25 May 2021, all of the resolutions proposed were duly passed on a poll.

Resolutions 1 to 6 (inclusive) and Resolutions 8 and 11 were passed as ordinary resolutions and resolutions 7, 9, 10 and 12 were passed as special resolutions. The full text of each resolution was set out in the Chairman's Letter to holders of Ordinary Shares and Notice of the AGM which was posted to shareholders on 21 April 2021 and is available on the Company website at https://investorrelations.bankofireland.com .

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

Resolution 1

To receive and consider the Company's Financial Statements for the year ended 31 December 2020, together with the Report of the Directors and the Auditor's Report.

 
 Resolution      Votes        %     Votes Against    %     Total Votes     Votes 
                  For                                          Cast       Withheld 
     1        423,994,447   99.99      38,546       0.01   424,032,993   20,271,044 
             ------------  ------  --------------  -----  ------------  ----------- 
 

Resolution 2

To elect the following Director to the Board, by separate resolution:

(a) Giles Andrews.

 
 Resolution      Votes        %      Votes      %     Total Votes     Votes 
                  For                Against              Cast       Withheld 
   2 (a)      423,581,176   99.90   422,989    0.10   424,004,165   20,300,709 
             ------------  ------  ---------  -----  ------------  ----------- 
 

To re-elect the following Directors, by separate resolutions:

(b) Evelyn Bourke;

(c) Ian Buchanan;

(d) Eileen Fitzpatrick;

(e) Richard Goulding;

   (f)   Michele Greene; 

(g) Patrick Kennedy;

(h) Francesca McDonagh;

   (i)   Fiona Muldoon; 
   (j)   Myles O'Grady; and 

(k) Steve Pateman.

 
 Resolution      Votes        %       Votes      %     Total Votes     Votes 
                  For                Against               Cast       Withheld 
   2 (b)      423,197,858   99.81    821,608    0.19   424,019,466   20,285,405 
             ------------  ------  ----------  -----  ------------  ----------- 
   2 (c)      423,120,616   99.80    859,871    0.20   423,980,487   20,324,384 
             ------------  ------  ----------  -----  ------------  ----------- 
   2 (d)      419,450,724   98.92   4,567,303   1.08   424,018,027   20,285,157 
             ------------  ------  ----------  -----  ------------  ----------- 
   2 (e)      419,433,941   98.93   4,551,748   1.07   423,985,689   20,319,182 
             ------------  ------  ----------  -----  ------------  ----------- 
   2 (f)      423,194,920   99.81    823,858    0.19   424,018,778   20,286,093 
             ------------  ------  ----------  -----  ------------  ----------- 
   2 (g)      417,231,649   98.40   6,789,081   1.60   424,020,730   20,283,562 
             ------------  ------  ----------  -----  ------------  ----------- 
   2 (h)      423,204,122   99.81    826,816    0.19   424,030,938   20,272,229 
             ------------  ------  ----------  -----  ------------  ----------- 
   2 (i)      419,475,826   98.93   4,546,275   1.07   424,022,101   20,282,770 
             ------------  ------  ----------  -----  ------------  ----------- 
   2 (j)      417,792,949   98.54   6,197,641   1.46   423,990,590   20,314,281 
             ------------  ------  ----------  -----  ------------  ----------- 
   2 (k)      423,149,637   99.80    834,656    0.20   423,984,293   20,320,578 
             ------------  ------  ----------  -----  ------------  ----------- 
 

Resolution 3

To consider the continuation in office of KPMG as Auditor of the Company.

 
 Resolution      Votes        %     Votes Against    %     Total Votes     Votes 
                  For                                          Cast       Withheld 
     3        423,606,225   99.90      425,233      0.10   424,031,458   20,273,586 
             ------------  ------  --------------  -----  ------------  ----------- 
 

Resolution 4

To authorise the Directors to fix the remuneration of the Auditor for the 2021 financial year.

 
 Resolution      Votes        %     Votes Against    %     Total Votes     Votes 
                  For                                          Cast       Withheld 
     4        423,202,882   99.81      797,913      0.19   424,000,795   20,304,249 
             ------------  ------  --------------  -----  ------------  ----------- 
 

Resolution 5

To approve the convening of an Extraordinary General Meeting on 14 days' notice for the passing of an ordinary resolution.

 
 Resolution      Votes        %     Votes Against    %     Total Votes     Votes 
                  For                                          Cast       Withheld 
     5        412,824,139   97.36    11,209,144     2.64   424,033,283   20,271,761 
             ------------  ------  --------------  -----  ------------  ----------- 
 

Resolution 6

To receive and consider the Directors' Remuneration Report for the year ended 31 December 2020.

 
 Resolution      Votes        %     Votes Against    %     Total Votes     Votes 
                  For                                          Cast       Withheld 
     6        423,467,492   99.88      504,392      0.12   423,971,884   20,328,540 
             ------------  ------  --------------  -----  ------------  ----------- 
 

Resolution 7

To authorise purchases of Ordinary Shares by the Company or subsidiaries.

 
 Resolution      Votes        %     Votes Against    %     Total Votes     Votes 
                  For                                          Cast       Withheld 
     7        422,212,018   99.67     1,397,794     0.33   423,609,812   20,695,232 
             ------------  ------  --------------  -----  ------------  ----------- 
 

Resolution 8

To authorise the Directors to issue Ordinary Shares.

 
 Resolution      Votes        %     Votes Against    %     Total Votes     Votes 
                  For                                          Cast       Withheld 
     8        422,107,052   99.50     2,111,182     0.50   424,218,234   20,086,300 
             ------------  ------  --------------  -----  ------------  ----------- 
 

Resolution 9

To renew the Directors' authority to issue Ordinary Shares on a non-pre-emptive basis for cash.

 
 Resolution      Votes        %     Votes Against    %     Total Votes     Votes 
                  For                                          Cast       Withheld 
     9        423,811,237   99.91      399,220      0.09   424,210,457   20,094,311 
             ------------  ------  --------------  -----  ------------  ----------- 
 

Resolution 10

To approve the Directors' additional authority to issue Ordinary Shares on a non-pre-emptive basis for cash in the case of an acquisition or specified capital investment.

 
 Resolution      Votes        %     Votes Against    %     Total Votes     Votes 
                  For                                          Cast       Withheld 
     10       422,526,287   99.60     1,678,461     0.40   424,204,748   20,100,296 
             ------------  ------  --------------  -----  ------------  ----------- 
 

Resolution 11

To authorise the Directors to issue contingent equity conversion notes, and Ordinary Shares on the conversion of such notes.

 
 Resolution      Votes        %     Votes Against    %     Total Votes     Votes 
                  For                                          Cast       Withheld 
     11       423,224,578   99.77      977,691      0.23   424,202,269   20,102,775 
             ------------  ------  --------------  -----  ------------  ----------- 
 

Resolution 12

To authorise the Directors to issue for cash on a non-pre-emptive basis, contingent equity conversion notes, and Ordinary Shares on the conversion of such notes.

 
 Resolution      Votes        %     Votes Against    %     Total Votes     Votes 
                  For                                          Cast       Withheld 
     12       422,514,688   99.60     1,680,394     0.40   424,195,082   20,109,925 
             ------------  ------  --------------  -----  ------------  ----------- 
 

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.

In accordance with Listing Rule 6.1.60 of Euronext Dublin and Listing Rule 9.6.2 of the Financial Conduct Authority, copies of all resolutions, other than those concerning ordinary business, will be submitted to the Euronext Dublin and the UK's National Storage Mechanism and will shortly be available for inspection at

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

25 May 2021

For further information contact:

Sarah McLaughlin, Group Secretary

Tel: [phone] / Email: [e-mail]

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May 25, 2021 10:05 ET (14:05 GMT)