REG - Bank of Ireland(Gov) - Result of AGC

Beacon Rise HoldingsAnnouncement

26/05/2022 17:00

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RNS Number : 9856M  Bank of Ireland(Governor&Co)  26 May 2022

The Governor and Company of the Bank of Ireland (the "Bank")

 

Results of the 2022 Annual General Court ("AGC")

 

26 May 2022

 

All of the resolutions proposed at the AGC of the Bank held on 26 May 2022
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 2021 together with the Report of the Directors and the Auditor's
Report

 

 Resolution  Votes           %    Votes Against  %  Votes Withheld  Votes

For
Total
 1           32,363,275,074  100  0              0  0               32,363,275,074

 

 

Resolution 2

 

To elect the following Director as a member of the Court, by a separate
resolution:

 

(i)            Mark Spain.

 

To re-elect the following Directors as members of the Court, by separate
resolutions:

 

(ii)           Giles Andrews;

(iii)          Evelyn Bourke;

(iv)          Ian Buchanan;

(v)           Eileen Fitzpatrick;

(vi)          Richard Goulding;

(vii)         Michele Greene;

(viii)        Patrick Kennedy;

(ix)          Francesca McDonagh;

(x)           Fiona Muldoon; and

(xi)          Steve Pateman.

 

 Resolution  Votes           %    Votes     %  Votes Withheld  Votes

             For                  Against                      Total
 2 (i)       32,363,275,074  100  0         0  0               32,363,275,074
 2 (ii)      32,363,275,074  100  0         0  0               32,363,275,074
 2 (iii)     32,363,275,074  100  0         0  0               32,363,275,074
 2 (iv)      32,363,275,074  100  0         0  0               32,363,275,074
 2 (v)       32,363,275,074  100  0         0  0               32,363,275,074
 2 (vi)      32,363,275,074  100  0         0  0               32,363,275,074
 2 (vii)     32,363,275,074  100  0         0  0               32,363,275,074
 2 (viii)    32,363,275,074  100  0         0  0               32,363,275,074
 2 (ix)      32,363,275,074  100  0         0  0               32,363,275,074
 2 (x)       32,363,275,074  100  0         0  0               32,363,275,074
 2 (xi)      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 2022
financial year.

 

 Resolution  Votes           %    Votes Against  %  Votes Withheld  Votes

For
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 €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 2023 or on 26 August 2023, 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 7 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 2023 or 26 August
2023, 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 Against  %  Votes Withheld  Votes

For
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 3 May 2022.

 

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

 

26 May 2022

 

For further information contact:

Sarah McLaughlin, Group Secretary

Tel: +353 (1)250 8900 ext. 48577 / Email: sarah.mclaughlin@boi.com
(mailto:sarah.mclaughlin@boi.com)

 

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