Pre-Annual General Meeting Information • Apr 17, 2025
Pre-Annual General Meeting Information
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Bank of Ireland Group PLC (the "Company") would like to inform you that the Annual General Meeting ("AGM") of the Company will be held in The InterContinental Hotel, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland on 22 May 2025 at 11.00 a.m. Bank of Ireland Group PLC (the "Company") would like to inform you that the Annual General Meeting ("AGM") of the Company will be held in O'Reilly Hall, UCD, Belfield, Dublin 4 on 26 May 2022 at 11.00 a.m.
Please bring this card with you to the AGM and present it at Shareholder registration/accreditation. Please bring this card with you to the AGM and present it at Shareholder registration/accreditation.
Shareholder Reference Number Shareholder Reference Number
| @ | To cast your vote online…It's fast, easy and secure! Cast your Proxy onlineIt's fast, easy and secure! www.eproxyappointment.com You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN and agree www.eproxyappointment.com to certain terms and conditions. You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. To view the Annual Report and Accounts, the Chairman's Letter and Notice of the AGM online, log on to www.bankofireland.com/investor |
Control Number: 917819 Control Number: 920651 SRN: SRN: PIN: PIN: |
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| To submit a question in advance, send your email to: [email protected] or write to the Company's address given below. To view the Annual Report and Accounts, the Chairman's Letter and Notice of the AGM online, log on to www.bankofireland.com/investor To submit a question in advance, send your email to: [email protected] or write to the Company Secretary at 5th Floor, 27-33 Baggot Street Upper, Dublin 4, D04 VX58. If you wish to receive future shareholder communications by email please register your email address at www.computershare.com/ie/ecomms If you wish to receive future shareholder communications by email please register your email address at www.computershare.com/ie/ecomms |
Ordinary Share Form of Proxy – Annual General Meeting ("AGM") to be held on 26 May 2022
To be effective, votes must be lodged with the Company's Registrar at: Computershare Investor Services (Ireland) Limited, P.O. Box 13030, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland or through the voting website, see above, by Tuesday, 20 May 2025 at 11.00 a.m. Please see the dial in details, set out in the Notice of the AGM, for listening live to the meeting. To be effective, votes must be lodged with the Company's Registrar at: Computershare Investor Services (Ireland) Limited, P.O. Box 13030, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland or through the voting website, see above, by Tuesday, 24 May 2022 at 11.00 a.m. Please see the dial in details, set out in the Notice of the AGM, for listening live to the meeting.
All Holders Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. Bank of Ireland Group PLC and Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions. Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. Bank of Ireland Group PLC and Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.
| All Named Holders: | ||
|---|---|---|
| For Against Withhold | For Against Withhold | For Against Withhold | ||
|---|---|---|---|---|
| 1. To receive and consider the Company's Financial Statements, the Report of the Directors and the Auditors' Report for the year ended 31 December 2024. 2. To Declare a Dividend. 3. To re-elect the following Directors, by separate resolution: (a) Akshaya Bhargava (b) Giles Andrews |
(h) Mark Spain (i) Margaret Sweeney 4. To consider the continuation in office of KPMG as Auditor of the Company. 5. To authorise the Directors to fix the remuneration of the Auditor. 6. To authorise the Directors to convene an EGM by 14 days clear notice. 7. To consider the Report on Directors |
11. To renew the Directors' authority to issue Ordinary Shares on a non-pre-emptive basis for cash. 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. 13. To authorise the Directors to issue contingent equity conversion notes, and Ordinary Shares on the conversion of such notes. 14. To authorise the Directors to issue for cash |
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| (c) Ian Buchanan (d) Richard Goulding (e) Michele Greene (f) Myles O'Grady (g) Steve Pateman Signature |
Remuneration for the year ended 31 December 2024. 8. To receive and consider the 2025 Directors Remuneration Policy. 9. To authorise purchases of Ordinary Shares by the Company or subsidiaries. 10. To authorise the Directors to issue Ordinary Shares. |
conversion notes, and Ordinary Shares on the conversion of such notes. |
on a non-pre-emptive basis, contingent equity | |
| FOLD HERE |
Form of Proxy Please use a black pen. Mark with an X inside the box as shown in this example. in relation to which they are authorised to act. |
X You can also instruct your proxy not to vote on a resolution by inserting an "X" in the withhold box. I/We hereby appoint the Chairman of the Meeting, with full power of substitution, OR the following person I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an X in the appropriate box. *** For the appointment of more than one proxy, please refer to Explanatory Notes 2 and 3 (see front). Please tick here to indicate if this proxy appointment is one of multiple appointments being made. |
as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement on my/our behalf on any matter at the AGM of the Company to be held in The InterContinental Hotel, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland on 22 May 2025 at 11.00 a.m. and at any adjourned meeting thereof. Please leave this box blank if you have selected the Chairman. Do not insert your own name(s). Please include an address if you have selected a person other than the Chairman. Please leave this box blank if you are appointing a proxy in respect of your full voting entitlement. If you are appointing the proxy in relation to less than your full voting entitlement, please insert the number of shares |
FOLD HERE |
| For Against Withhold | For Against Withhold | For Against Withhold | ||
| 1. To receive and consider the Company's Financial Statements, the Report of the Directors and the Auditors' Report for the year ended 31 December 2024. 2. To Declare a Dividend. 3. To re-elect the following Directors, by separate resolution: |
(h) Mark Spain (i) Margaret Sweeney 4. To consider the continuation in office of KPMG as Auditor of the Company. 5. To authorise the Directors to fix the remuneration of the Auditor. |
11. To renew the Directors' authority to issue Ordinary Shares on a non-pre-emptive basis for cash. 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. |
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| (a) Akshaya Bhargava (b) Giles Andrews (c) Ian Buchanan (d) Richard Goulding (e) Michele Greene (f) Myles O'Grady (g) Steve Pateman |
6. To authorise the Directors to convene an EGM by 14 days clear notice. 7. To consider the Report on Directors Remuneration for the year ended 31 December 2024. 8. To receive and consider the 2025 Directors Remuneration Policy. 9. To authorise purchases of Ordinary Shares by the Company or subsidiaries. 10. To authorise the Directors to issue Ordinary |
13. To authorise the Directors to issue contingent equity conversion notes, and Ordinary Shares on the conversion of such notes. 14. To authorise the Directors to issue for cash conversion notes, and Ordinary Shares on the conversion of such notes. |
on a non-pre-emptive basis, contingent equity | |
| Shares. |
I/We would like my/our proxy to vote on the resolutions proposed at the AGM as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
| Signature | Date |
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| ----------- | ------ |
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In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary)
E X T 2 6 2 5 1 2 B O I B
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