Result of AGM

Bank of Ireland Group PLC

23 May 2023

 

Bank of Ireland Group PLC (the "Company")

Results of the 2023 Annual General Meeting ("AGM")

23 May 2023

The Company announces that at its AGM, held on 23 May 2023, all of the resolutions proposed were duly passed on a poll.

Resolutions 1 to 8 (inclusive) and Resolutions 10 and 13 were passed as ordinary resolutions and resolutions 9, 11, 12 and 14 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 19 April 2023 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 2022, together with the Report of the Directors and the Auditor's Report.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
1	236,892,667	99.99%	26,847	0.01%	236,919,514	3,494,615

Resolution 2

To declare a Dividend.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
2	236,984,809	100.00%	3,390	0.00%	236,988,199	3,427,830

Resolution3

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

(a)  Myles O'Grady

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
3(a)	236,920,721	99.97%	59,565	0.03%	236,980,286	3,433,752

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

(b)  Giles Andrews;

(c)  Evelyn Bourke;

(d)  Ian Buchanan;

(e)  Eileen Fitzpatrick;

(f)   Richard Goulding;

(g)  Michele Greene;

(h)  Patrick Kennedy;

(i)   Fiona Muldoon;

(j)   Steve Pateman; and

(k)  Mark Spain.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
3 (b)	236,937,440	99.98%	41,532	0.02%	236,978,972	3,434,881
3 (c)	220,857,612	93.20%	16,121,282	6.80%	236,978,894	3,435,145
3 (d)	236,935,424	99.98%	42,321	0.02%	236,977,745	3,436,879
3 (e)	235,716,331	99.47%	1,263,200	0.53%	236,979,531	3,434,907
3 (f)	230,736,927	97.37%	6,240,548	2.63%	236,977,475	3,437,149
3 (g)	236,944,980	99.99%	35,067	0.01%	236,980,047	3,434,577
3 (h)	231,609,197	97.73%	5,369,055	2.27%	236,978,252	3,436,372
3 (i)	235,719,004	99.47%	1,264,341	0.53%	236,983,345	3,431,279
3 (j)	236,936,307	99.98%	41,748	0.02%	236,978,055	3,436,383
3 (k)	236,916,767	99.97%	60,940	0.03%	236,977,707	3,436,086

Resolution 4

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

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
4	232,155,186	99.93%	166,090	0.07%	232,321,276	8,093,437

Resolution 5

To authorise the Directors to fix the remuneration of the Auditor for the 2023 financial year.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
5	236,807,363	99.93%	165,539	0.07%	236,972,902	3,441,721

Resolution 6

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

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
6	211,625,403	89.30%	25,347,267	10.70%	236,972,670	3,440,847

Resolution 7

To receive and consider the Directors' Remuneration Report for the year ended 31 December 2022.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
7	235,964,200	99.57%	1,014,520	0.43%	236,978,720	3,435,904

Resolution 8

To receive and consider the 2022 Directors' Remuneration Policy.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
8	228,924,498	98.64%	3,152,953	1.36%	232,077,451	8,337,173

Resolution 9

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

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
9	231,906,473	97.87%	5,051,854	2.13%	236,958,327	3,456,297

Resolution 10

To authorise the Directors to issue Ordinary Shares.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
10	206,121,647	86.98%	30,852,043	13.02%	236,973,690	3,440,934

Resolution 11

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

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
11	235,959,892	99.57%	1,012,061	0.43%	236,971,953	3,442,671

Resolution 12

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 For	%	Votes Against	%	Total Votes Cast	Votes Withheld
12	235,971,178	99.58%	993,688	0.42%	236,964,866	3,449,758

Resolution 13

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

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
13	234,997,131	99.18%	1,953,569	0.82%	236,950,700	3,463,923

Resolution 14

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 For	%	Votes Against	%	Total Votes Cast	Votes Withheld
14	235,381,669	99.34%	1,568,856	0.66%	236,950,525	3,464,099

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.

23 May 2023

For further information contact:

Gabrielle Ryan, Interim Group Secretary

Tel: [phone]

 

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