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AGM Information • May 23, 2024
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AGM Information
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National Storage Mechanism | Additional information 
RNS Number : 7242P
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: +353 87 4315242
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