Bank of Ireland GP

AGM Information • May 22, 2025

National Storage Mechanism | Additional information

RNS Number : 8534J

Bank of Ireland Group PLC

22 May 2025

Bank of Ireland Group PLC (the "Company")

Results of the 2025 Annual General Meeting ("AGM")

22 May 2025

The Company announces that at its AGM, held on 22 May 2025, all of the resolutions proposed were duly passed, as set out below.

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, 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 17 April 2025 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 2024, together with the Report of the Directors and the Auditor's Report.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
1	748,948,541	100%	20,437	0.00%	748,968,978	546,075

Resolution 2

To declare a Dividend.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
2	749,483,799	100%	25,174	0.00%	749,508,973	6,080

Resolution 3

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

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
3 (a) Akshaya Bhargava	679,007,664	90.65%	70,000,126	9.35%	749,007,790	507,603
3 (b) Giles Andrews	745,780,998	99.50%	3,718,295	0.50%	749,499,293	16,100
3 (c) Ian Buchanan	741,104,658	98.88%	8,396,056	1.12%	749,500,714	14,679
3 (d) Richard Goulding	690,197,704	92.09%	59,302,942	7.91%	749,500,646	14,747
3 (e) Michele Greene	749,132,470	99.95%	368,653	0.05%	749,501,123	14,270
3 (f) Myles O'Grady	746,043,642	99.54%	3,449,690	0.46%	749,493,332	22,061
3 (g) Steve Pateman	746,053,151	99.54%	3,445,095	0.46%	749,498,246	17,147
3 (h) Mark Spain	743,513,718	99.20%	5,975,143	0.80%	749,488,861	22,930
3 (i) Margaret Sweeney	749,112,041	99.95%	384,630	0.05%	749,496,671	15,120

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	744,577,240	99.34%	4,921,843	0.66%	749,499,083	10,989

Resolution 5

To authorise the Directors to fix the remuneration of the Auditor for the 2025 financial year.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
5	749,241,467	99.97%	259,605	0.03%	749,501,072	9,168

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	713,562,026	95.20%	35,939,877	4.80%	749,501,903	8,337

Resolution 7

To receive and consider the Directors' Remuneration Report for the year ended 31 December 2024.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
7	739,370,927	98.65%	10,118,496	1.35%	749,489,423	20,817

Resolution 8

To receive and consider the 2025 Directors Remuneration Policy.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
8	739,312,623	98.64%	10,179,331	1.36%	749,491,954	18,398

Resolution 9

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

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
9	749,108,815	99.98%	150,087	0.02%	749,258,902	252,659

Resolution 10

To authorise the Directors to issue Ordinary Shares.

Resolution	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
10	679,705,361	90.69%	69,792,967	9.31%	749,498,328	13,296

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	722,602,061	96.41%	26,892,793	3.59%	749,494,854	20,539

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	720,384,707	96.12%	29,105,796	3.88%	749,490,503	24,890

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	743,606,066	99.22%	5,875,791	0.78%	749,481,857	33,536

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	743,971,658	99.26%	5,511,447	0.74%	749,483,105	31,824

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 6.1.10 of Euronext Dublin and Listing Rule 14.3.6 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 .

22 May 2025

For further information contact:

Sarah McLaughlin, Group Secretary

Tel: +353 87 4315242

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