Result of AGM

Bank of Ireland Group PLC

23 May 2024

 

Bank of Ireland Group PLC (the "Company")

Results of the 2024 Annual General Meeting ("AGM")

23 May 2024

The Company announces that at its AGM, held on 23 May 2024, all of the resolutions proposed were duly passed, as set out below.

Resolutions 1 to 7 (inclusive) and Resolutions 9 and 12 were passed as ordinary resolutions and resolutions 8, 10, 11 and 13 were passed as special resolutions, each on a poll. 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 2024 and is available on the Company website at https://investorrelations.bankofireland.com.

In addition, procedural motions were put to the meeting to correct typographical errors (a) in the record and payment dates and (b) in relation to the year of expiry in Resolutions 12 and 13. The procedural motions were each passed on a show of hands.

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 2023, together with the Report of the Directors and the Auditor's Report.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
1	793,549,478	99.99%	48,561	0.01%	793,598,039	572,453

Resolution 2

To declare a Dividend.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
2	794,162,131	100.00%	5,433	0.00%	794,167,564	2,928

Resolution 3

To elect the following Directors to the Board, by separate resolutions:

(a)  Akshaya Bhargava

(b)  Margaret Sweeney

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
3(a)	794,079,275	99.99%	78,830	0.01%	794,158,105	11,720
3(b)	794,140,848	100.00%	21,213	0.00%	794,162,061	7,170

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

(c)  Giles Andrews;

(d)  Evelyn Bourke;

(e)  Ian Buchanan;

(f)   Eileen Fitzpatrick;

(g)  Richard Goulding;

(h)  Michele Greene;

(i)   Patrick Kennedy;

(j)   Myles O'Grady;

(k)  Steve Pateman; and

(l)   Mark Spain.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
3 (c)	788,037,211	99.23%	6,118,908	0.77%	794,156,119	14,373
3 (d)	763,745,467	96.17%	30,420,571	3.83%	794,166,038	4,454
3 (e)	794,106,387	99.99%	55,094	0.01%	794,161,481	9,011
3 (f)	780,908,735	98.33%	13,257,219	1.67%	794,165,954	4,538
3 (g)	787,751,898	99.19%	6,411,503	0.81%	794,163,401	7,102
3 (h)	788,081,641	99.23%	6,082,102	0.77%	794,163,743	6,760
3 (i)	734,785,475	96.08%	29,977,266	3.92%	764,762,741	29,407,762
3 (j)	764,708,605	99.99%	51,649	0.01%	764,760,254	29,410,249
3 (k)	794,103,165	99.99%	58,979	0.01%	794,162,144	8,359
3 (l)	760,112,458	99.39%	4,648,254	0.61%	764,760,712	29,409,124

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	787,981,175	99.97%	200,468	0.03%	788,181,643	5,988,840

Resolution 5

To authorise the Directors to fix the remuneration of the Auditor for the 2024 financial year.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
5	793,969,873	99.98%	193,715	0.02%	794,163,588	6,915

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	753,005,605	94.82%	41,154,859	5.18%	794,160,464	10,039

Resolution 7

To receive and consider the Directors' Remuneration Report for the year ended 31 December 2023.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
7	777,318,663	98.62%	10,866,052	1.38%	788,184,715	5,985,788

Resolution 8

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

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
8	787,865,135	99.24%	6,056,486	0.76%	793,921,621	248,882

Resolution 9

To authorise the Directors to issue Ordinary Shares.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
9	714,829,689	90.01%	79,328,299	9.99%	794,157,988	12,514

Resolution 10

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
10	792,910,358	99.85%	1,209,120	0.15%	794,119,478	51,024

Resolution 11

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
11	740,779,982	93.28%	53,339,373	6.72%	794,119,355	51,147

Resolution 12

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
12	786,222,784	99.00%	7,920,105	1.00%	794,142,889	27,613

Resolution 13

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
13	786,067,276	98.98%	8,076,609	1.02%	794,143,885	25,950

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 2024

For further information contact:

Sarah McLaughlin, Group Secretary

Tel: [phone]

 

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