The
Governor and Company of the Bank of Ireland (the
"Bank")
Results of the 2024 Annual General Court
("AGC")
All of the resolutions proposed at
the AGC of the Bank held on 23 May 2024 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 2023 together
with the Report of the Directors and the Auditor's
Report
|
Resolution
|
Votes
For
|
%
|
Votes
Against
|
%
|
Votes
Withheld
|
Votes
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)
Akshaya Bhargava;
b)
Margaret Sweeney;
To re-elect the following Directors
as members of the Court, 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
|
%
|
Votes
Withheld
|
Votes
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
|
|
2
(l)
|
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 2024 financial
year.
|
Resolution
|
Votes
For
|
%
|
Votes
Against
|
%
|
Votes
Withheld
|
Votes
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
For
|
%
|
Votes
Against
|
%
|
Votes
Withheld
|
Votes
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 €0.05 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 2025 or on 23 August
2025, 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
For
|
%
|
Votes
Against
|
%
|
Votes
Withheld
|
Votes
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 €0.05 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 2025 or 23 August 2025, 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
For
|
%
|
Votes
Against
|
%
|
Votes
Withheld
|
Votes
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 Euro Preference Stock
on 26 April 2024.
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