Results of the 2022 Annual General Meeting

RNS Number : 9828M
Bank of Ireland Group PLC
26 May 2022
 

Bank of Ireland Group PLC (the "Company")

 

Results of the 2022 Annual General Meeting ("AGM")

 

26 May 2022

 

The Company announces that at its AGM, held on 26 May 2022, all of the resolutions proposed were duly passed on a poll.

 

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. 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 25 April 2022 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 2021, together with the Report of the Directors and the Auditor's Report.

 

Resolution

Votes
For

%

Votes Against

%

Total Votes

Cast

Votes

Withheld

1

741,540,596

100.00

12,276

0.00

741,552,872

656,292

 

 

Resolution 2

 

To declare a Dividend.

 

Resolution

Votes

For

%

Votes

Against

%

Total Votes

Cast

Votes

Withheld

2

742,157,796

100.00

11,663

0.00

742,169,459

40,272

 

 

Resolution 3

 

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

(a)  Mark Spain

 

Resolution

Votes

For

%

Votes

Against

%

Total Votes

Cast

Votes

Withheld

3(a)

729,493,678

98.29

12,660,618

1.71

742,154,296

54,721

 

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)  Francesca McDonagh;

(j)  Fiona Muldoon; and

(k)  Steve Pateman.

 

Resolution

Votes

For

%

Votes

Against

%

Total Votes

Cast

Votes

Withheld

3 (b)

737,777,644

99.41

4,363,830

0.59

742,141,474

67,543

3 (c)

696,409,662

93.84

45,735,674

6.16

742,145,336

63,681

3 (d)

737,773,818

99.41

4,363,097

0.59

742,136,915

72,676

3 (e)

731,825,371

98.61

10,321,904

1.39

742,147,275

62,316

3 (f)

731,803,328

98.61

10,341,997

1.39

742,145,325

64,266

3 (g)

736,670,813

99.26

5,467,695

0.74

742,138,508

70,936

3 (h)

710,615,350

95.82

31,034,165

4.18

741,649,515

559,068

3 (i)

736,640,687

99.26

5,465,658

0.74

742,106,345

103,078

3 (j)

731,805,440

98.61

10,341,553

1.39

742,146,993

62,513

3 (k)

737,781,704

99.41

4,355,350

0.59

742,137,054

72,537

 

 

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

735,618,860

99.93

506,203

0.07

736,125,063

6,094,085

 

 

Resolution 5

 

To authorise the Directors to fix the remuneration of the Auditor for the 2022 financial year.

 

Resolution

Votes
For

%

Votes Against

%

Total Votes

Cast

Votes

Withheld

5

741,762,019

99.95

366,680

0.05

742,128,699

91,290

 

 

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

696,417,990

93.89

45,307,922

6.11

741,725,912

493,917

 

 

Resolution 7

 

To receive and consider the Directors' Remuneration Report for the year ended 31 December 2021.

 

Resolution

Votes
For

%

Votes Against

%

Total Votes

Cast

Votes

Withheld

7

740,924,738

99.83

1,239,564

0.17

742,164,302

55,687

 

 

Resolution 8

 

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

 

Resolution

Votes
For

%

Votes Against

%

Total Votes

Cast

Votes

Withheld

8

735,676,986

99.18

6,089,039

0.82

741,766,025

453,751

 

 

Resolution 9

 

To authorise the Directors to issue Ordinary Shares.

 

Resolution

Votes
For

%

Votes Against

%

Total Votes

Cast

Votes

Withheld

9

704,425,965

94.91

37,787,904

5.09

742,213,869

6,120

 

 

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

742,068,401

99.98

127,678

0.02

742,196,079

23,910

 

 

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

687,637,313

92.65

54,548,887

7.35

742,186,200

33,789

 

 

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

741,465,782

99.90

706,204

0.10

742,171,986

48,003

 

 

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

736,024,084

99.17

6,149,746

0.83

742,173,830

46,159

 

 

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 .

 

26 May 2022

 

For further information contact:

Sarah McLaughlin, Group Secretary

Tel: +353 (1)250 8900 ext. 48577 / Email: sarah.mclaughlin@boi.com

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