REG - Bank of Ireland Grp - AGM Notice, Proposed UK Delisting & Odd-lot Offer

Bank of IrelandAnnouncement

Today 14:30

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RNS Number : 8098A  Bank of Ireland Group PLC  16 April 2026

Bank of Ireland Group PLC (the "Company")

Notice of Annual General Meeting, Proposed UK Delisting & Odd-Lott Offer

16 April 2026

_________________________________________________________________________

The Annual General Meeting ("AGM") of the Company will be held at 11.00 a.m.
on Thursday 21 May 2026 in the Intercontinental Hotel Dublin, Simmonscourt
Road, Dublin 4, D04 A9K8.

Proposed UK Delisting

The Board keeps the Company's listing arrangements under regular review. In
recent years, trading volume in the ordinary shares of the Company on the
London Stock Exchange ("LSE") has been negligible relative to overall trading
in the Company's shares. As a result, the Board considers that the cost of
maintaining the LSE listing is no longer in the interests of the Company and
its Shareholders as a whole. Accordingly, the Board has resolved to propose
the cancellation of the Company's listing of ordinary shares on the Official
List of the UK Financial Conduct Authority ("FCA") and the cancellation of its
admission to trading on the Main Market of the LSE (the "Proposed UK
Delisting").

Pursuant to FCA Listing Rule 21.2.8, the Proposed UK Delisting is subject to
shareholder approval and accordingly, a circular, containing the Chairman's
Letter to holders of Ordinary Shares and Notice of the AGM (the "Circular"),
will be sent to shareholders setting out, amongst other matters, the
background to and reasons for the Proposed UK Delisting. The Circular will
invite shareholders to consider and, if thought fit, pass the requisite
shareholder resolution to approve the Proposed UK Delisting (the
"Resolution").

The Resolution will be proposed as a special resolution to approve the
Proposed UK Delisting and to authorise the Directors to take all necessary or
desirable steps to implement the Proposed UK Delisting.

In accordance with the FCA Listing Rules, the Proposed UK Delisting, if
approved, will not take place for at least 20 business days after the
Resolution is passed. Subject to the passing of the Resolution the anticipated
date for the Proposed Delisting is 29 June 2026.

The Proposed UK Delisting will not affect the continued listing of the
Company's ordinary shares on the Main Market of Euronext Dublin.

Odd-lot Offer

The Company is also announcing, pursuant to FCA Listing Rule 9.6.4, that it is
seeking authority from Shareholders at the AGM to put in place a mechanism to
permit an Odd-lot Offer to Shareholders at any time up to 18 months following
the AGM. Under an Odd-lot Offer, it is intended that eligible holders of 30 or
fewer Ordinary Shares will be offered the opportunity to sell their shares to
the Company at a 5% premium to the market price at that time. This will
facilitate the disposal by eligible Odd-lot Holders of their shares at a 5%
premium, without the dealing costs which would normally render such a disposal
uneconomic. Shareholders will have the ability to opt out of any Odd-lot
Offer. The mechanism will require an amendment to the Company's Articles of
Association.

Subject to approval of the relevant proposals at the AGM, the timing for any
proposed Odd-lot Offer will be at the discretion of the Directors, and will be
subject to the prior approval of the European Central Bank. Full details of
the background to the Odd-lot Offer proposal and the proposed terms of an
Odd-lot Offer are included in the Circular.

Further information on the AGM

The following documents have been posted or made available to Shareholders
today:

(i)         Circular; and

(ii)         Form of Proxy.

The Annual Report and Accounts for the year ended 31 December 2025 was
published on the Company's website on 2 March 2026, and has been posted to
Shareholders who have elected to receive hard copies of Shareholder
communications.

Copies of the Circular and the Form of Proxy will be submitted to Euronext
Dublin and the UK's National Storage Mechanism and will shortly be available
for inspection at the following locations:

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

and at:

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

Alternatively, you can view all of the documents detailed above at:

https://investorrelations.bankofireland.com/shareholder-information/annual-general-meeting/
(https://investorrelations.bankofireland.com/shareholder-information/annual-general-meeting/)

Listening live to the AGM

Shareholder participation and engagement remains important to us. As such,
Shareholders can also avail of the option to listen live to the AGM by
telephone on the following numbers:

 Ireland:               01 582 2026
 UK Direct:             +44 800 260 6471
 International Direct:  +44 20 3481 4226
 Passcode:              6576490#

 

It will not be possible to vote or ask questions via telephone. Therefore,
Shareholders who choose this option are encouraged to submit their proxy
voting instructions in advance of the AGM to ensure that they can vote and be
represented at the AGM.

For further information, please contact:

 Mark Spain, Group Chief Financial Officer               +353 1 2508900 ext. 43291
 Sarah McLaughlin, Chief of Staff & Group Secretary      +353 87 4315242
 Eamonn Hughes, Investor Relations Officer               +353 87 2026325
 Damien Garvey, Director, Group Corporate Affairs        +353 86 8314435

 

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