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RNS Number : 3945A
Bank of Ireland(Governor&Co)
23 May 2023
The Governor and Company of the Bank of Ireland (the "Bank")
Results of the 2023 Annual General Court ("AGC")
23 May 2023
All of the resolutions proposed at the AGC of the Bank held on
23 May 2023 were duly passed.
The results of the voting on each resolution are as follows:
Resolution 1
To receive and consider the Bank's Financial Statements for the
year ended 31 December 2022 together with the Report of the
Directors and the Auditor's Report
Resolution Votes % Votes % Votes Withheld Votes
For Against Total
1 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
Resolution 2
To elect the following Director as members of the Court, by a
separate resolution:
a) Myles O'Grady
To re-elect the following Directors as members of the Court, 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 % Votes % Votes Withheld Votes
For Against Total
2 (a) 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
2 (b) 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
2 (c) 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
2 (d) 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
2 (e) 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
2 (f) 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
2 (g) 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
2 (h) 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
2 (i) 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
2 (j) 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
2 (k) 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
Resolution 3
To authorise the Directors to fix the remuneration of the
Auditor for the 2023 financial year.
Resolution Votes % Votes % Votes Withheld Votes
For Against Total
3 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
Resolution 4
To consider, and if thought fit, pass the following resolution
as a special resolution:
"THAT an Extraordinary General Court (other than an
Extraordinary General Court called for the passing of a special
resolution) may be called by not less than 14 days' notice in
writing in accordance with Bye Law 47(b) of the Bank's Bye
Laws."
Resolution Votes % Votes Against % Votes Withheld Votes
For Total
4 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- -------------- --------------- ---------------
Resolution 5
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
"THAT the Directors be and are hereby generally and
unconditionally authorised to exercise all the powers of the Bank
to allot and issue relevant securities (within the meaning of
section 1021 of the Companies Act 2014, as amended) of the Bank up
to an aggregate of the entire authorised but unissued Ordinary
Stock units of EUR0.05 each, provided that this authority shall
expire at the close of business on the date of the Annual General
Court of the Bank to be held in 2024 or on 23 August 2024,
whichever is earlier, save that the Bank may before such expiry
make an offer or agreement which would or might require relevant
securities to be issued and allotted after such expiry, and the
Directors may allot relevant securities in pursuance of such offer
or agreement as if the power conferred hereby had not expired."
Resolution Votes % Votes Against % Votes Withheld Votes
For Total
5 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- -------------- --------------- ---------------
Resolution 6
To consider and, if thought fit, pass the following resolution
as a special resolution:
"THAT the Directors be and are hereby generally authorised to
allot and issue equity securities (within the meaning of section
1023(1) of the Companies Act 2014, as amended) for cash pursuant to
the authority conferred on the Directors by Resolution 5 as if
section 1022(1) of the Companies Act 2014, as amended, did not
apply, provided that:
(i) this power shall be limited to the allotment of equity
securities for cash, together with all treasury shares (within the
meaning of Section 1078 of the Companies Act 2014, as amended)
re-issued while this authority remains operable, shall not exceed
the entire authorised but unissued units of Ordinary Stock of
EUR0.05 each; and
(ii) this authority shall expire at the close of business on the
date of the Annual General Court of the Bank to be held in 2024 or
23 August 2024, whichever is earlier, save that the Bank may before
such expiry make an offer or agreement which would or might require
such securities to be issued and allotted after such expiry and the
Directors may allot such securities in pursuance of such offer or
agreement as if the power conferred hereby had not expired."
Resolution Votes % Votes % Votes Withheld Votes
For Against Total
6 32,363,275,074 100 0 0 0 32,363,275,074
--------------- ---- --------- --------------- ---------------
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.
The full text of each resolution was set out in the Governor's
Letter and Notice of the Annual General Court which was sent to the
holder of the Ordinary Stock and posted to the holders of the
Sterling Preference Stock and Euro Preference Stock on 28 April
2023.
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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END
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May 23, 2023 10:36 ET (14:36 GMT)
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