Result of AGM

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.

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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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 For	%	Votes Against	%	Total Votes Cast	Votes 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://data.fca.org.uk/#/nsm/nationalstoragemechanism.

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: [phone]

 

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