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AGM Information • May 23, 2023
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AGM Information
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National Storage Mechanism | Additional information 
RNS Number : 3959A
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: +353 (0) 86 8304792
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