REG - Bank of Ireland Grp - Result of AGM

Bank of IrelandAnnouncement

21/05/2026 16:45

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RNS Number : 3404F  Bank of Ireland Group PLC  21 May 2026

Bank of Ireland Group PLC (the "Company")

 

Results of the 2026 Annual General Meeting ("AGM")

 

21 May 2026

 

The Company announces that at its AGM, held on 21 May 2026, all of the
resolutions proposed were duly passed, as set out below.

 

Resolutions 1 to 5 (inclusive) and Resolutions 7, 10,13 and 17 were passed as
ordinary resolutions and resolutions 6, 8, 9, 11, 12,14, 15, 16 and 18 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 16 April 2026 and is
available on the Company website at
https://investorrelations.bankofireland.com
(https://investorrelations.bankofireland.com) .

 

London Stock Exchange Delisting

 

Following the passing of the Resolution 15, the Company expects to make
applications in the coming days to the FCA to cancel the listing of the
Ordinary Shares on the Official List of the Financial Conduct Authority
("FCA") and to trading on the London Stock Exchange's Main Market for listed
securities. It is anticipated that the last day of dealings of the Ordinary
Shares on the Main Market will be Friday, 26 June 2026. Cancellation of the
listing of the Ordinary Shares on the Official List of the FCA is expected to
take effect at 8:00 am on Monday, 29 June 2026, being not less than 20
Business Days from the passing of Resolution 15 as required by the Listing
Rules of the FCA.

 

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

 

 Resolution  Votes        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 1           617,734,080  98.71%  8,043,181      1.29%  625,777,261  1,840,038

 

Resolution 2

 

To declare a Dividend.

 

 Resolution  Votes        %       Votes     %      Total Votes  Votes

             For                  Against          Cast         Withheld
 2           627,591,955  99.99%  39,525    0.01%  627,631,480  1,494

 

Resolution 3

 

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

 

 Resolution                  Votes          %       Votes      %      Total Votes  Votes

                             For                    Against           Cast         Withheld
 3 (a) Emer Finnan           627,570,186    99.99%  23,131     0.01%  627,593,317  23,970
 3 (b) Niamh Marshall        619,305,386    99.92%  494,066    0.08%  619,799,452  7,817,501
 3 (c) Hans van der Noordaa  617,957,330    99.70%  1,840,723  0.30%  619,798,053  7,819,234
 3 (d) Akshaya Bhargava      611,961,610    98.73%  7,850,414  1.27%  619,812,024  7,819,330
 3 (e) Giles Andrews         626,054,329    99.75%  1,546,016  0.25%  627,600,345  22,602
 3 (f) Michele Greene        620,065,208    98.80%  7,535,153  1.20%  627,600,361  22,586
 3 (g) Myles O'Grady         627,444,509    99.97%  164,219    0.03%  627,608,728  22,876
 3 (h) Steve Pateman         627,441,267    99.97%  157,770    0.03%  627,599,037  23,910
 3 (i) Mark Spain             626,204,290   99.78%  1,401,253  0.22%  627,605,543  25,706
 3 (j) Margaret Sweeney      626,053,150    99.75%  1,555,870  0.25%  627,609,020  22,229

 

Resolution 4

 

To consider the continuation in office of KPMG as Auditor of the Company.

 

 Resolution  Votes        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 4           619,224,188  99.90%  593,540        0.10%  619,817,728  7,807,503

 

Resolution 5

 

To authorise the Directors to fix the remuneration of the Auditor for the 2026
financial year.

 

 Resolution  Votes        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 5           619,555,940  99.96%  252,968        0.04%  619,808,908  7,810,868

 

Resolution 6

 

To approve the convening of an Extraordinary General Meeting on 14 days'
notice for the passing of an ordinary resolution.

 

 Resolution  Votes        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 6           593,128,393  94.50%  34,491,543     5.50%  627,619,936  5,065

 

Resolution 7

 

To receive and consider the Directors' Remuneration Report for the year ended
31 December 2025.

 

 Resolution  Votes        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 7           616,747,688  98.27%  10,851,098     1.73%  627,598,786  20,990

 

Resolution 8

 

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

 

 Resolution  Votes        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 8           627,305,731  99.99%  79,829         0.01%  627,385,560  234,216

 

Resolution 9

 

To authorise the Company to re-issue treasury shares off-market at certain
specified minimum and maximum prices.

 

 Resolution  Votes        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 9           627,103,053  99.92%  480,526        0.08%  627,583,579  36,185

 

Resolution 10

 

To authorise the Directors' authority to issue new Ordinary Shares.

 

 Resolution  Votes        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 10          591,618,551  94.27%  35,971,537     5.73%  627,590,088  29,688

 

Resolution 11

 

To authorise the Directors' to allot Ordinary Shares for cash.

 

 Resolution  Votes        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 11          619,194,458  98.66%  8,390,348      1.34%  627,584,806  34,624

 

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        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 12          618,234,819  98.51%  9,338,227      1.49%  627,573,046  46,718

 

Resolution 13

 

To authorise the Directors to issue contingent equity conversion notes, and
Ordinary Shares on the conversion of such notes.

 

 Resolution  Votes        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 13          621,025,745  98.96%  6,551,565      1.04%  627,577,310  42,454

 

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        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 14          615,412,664  98.06%  12,161,737     1.94%  627,574,401  45,363

 

 

Resolution 15

 

To approve the cancellation of the Company's listing of the Ordinary Shares
from the Official List of the UK Financial Conduct Authority and the removal
of such Ordinary Shares from trading on the Main Market for listed securities
of the London Stock Exchange plc.

 

 Resolution  Votes          %       Votes Against  %      Total Votes  Votes

For

                                                          Cast         Withheld
 15           611,463,633   97.53%  15,506,292     2.47%  626,969,925  649,609

 

Resolution 16

 

To amend the Articles of Association for the proposed Odd-lot Offer.

 

 Resolution  Votes          %       Votes Against  %      Total Votes  Votes

For

                                                          Cast         Withheld
 16           627,402,008   99.99%  56,828         0.01%  627,458,836  158,594

 

Resolution 17

 

To authorise the making of an Odd-lot Offer.

 

 Resolution  Votes        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 17          627,401,698  99.99%  60,632         0.01%  627,462,330  157,430

 

 

Resolution 18

 

To authorise the making of an off-market purchase of shares.

 

 Resolution  Votes        %       Votes Against  %      Total Votes  Votes

For

                                                        Cast         Withheld
 18          627,385,561  99.99%  83,197         0.01%  627,468,758  151,006

 

 

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://direct.euronext.com/#/oamfiling
(https://direct.euronext.com/#/oamfiling)

 

https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

http://www.rns-pdf.londonstockexchange.com/rns/3404F_1-2026-5-21.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3404F_1-2026-5-21.pdf)

 

21 May 2026

 

For further information contact:

Sarah McLaughlin, Group Secretary

Tel: +353 87 4315242

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