Last checked at 19 May 2020 15:45
Bank of Ireland Group PLC (the "Company")
Results of the 2020 Annual General Meeting ("AGM")
19 May 2020
The Company announces that at its AGM, held on 19 May 2020, all of the resolutions proposed were duly passed on a poll.
Resolutions 1 to 5 (inclusive) were passed as ordinary resolutions and resolutions 6 to 13 (inclusive) were passed as special resolutions. 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 15 April 2020 and is available on the Company website at https://investorrelations.bankofireland.com.
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 2019, together with the Report of the Directors and the Auditor's Report.
Resolution | VotesFor | % | Votes Against | % | Total Votes Cast | Votes Withheld |
1 | 761,679,245 | 100 | 22,049 | 0.00 | 761,701,294 | 359,965 |
Resolution 2
To elect the following Directors, by separate resolutions:
(a) Eileen Fitzpatrick;
(b) Michele Greene; and
(c) Myles O'Grady.
Resolution | Votes For | % | Votes Against | % | Total Votes Cast | Votes Withheld |
2 (a) | 761,955,708 | 99.99 | 55,140 | 0.01 | 762,010,848 | 50,300 |
2 (b) | 761,944,743 | 99.99 | 65,254 | 0.01 | 762,009,997 | 51,262 |
2 (c) | 757,382,642 | 99.39 | 4,626,606 | 0.61 | 762,009,248 | 52,011 |
To re-elect the following Directors, by separate resolutions:
(d) Evelyn Bourke;
(e) Ian Buchanan;
(f) Richard Goulding;
(g) Patrick Haren;
(h) Patrick Kennedy;
(i) Francesca McDonagh;
(j) Fiona Muldoon;
(k) Patrick Mulvihill; and
(l) Steve Pateman.
Resolution | Votes For | % | Votes Against | % | Total Votes Cast | Votes Withheld |
2 (d) | 758,589,554 | 99.55 | 3,418,256 | 0.45 | 762,007,810 | 53,422 |
2 (e) | 761,934,804 | 99.99 | 66,672 | 0.01 | 762,001,476 | 59,783 |
2 (f) | 761,931,277 | 99.99 | 78,249 | 0.01 | 762,009,526 | 51,733 |
2 (g) | 758,452,655 | 99.53 | 3,533,177 | 0.47 | 762,005,832 | 54,468 |
2 (h) | 754,515,174 | 99.02 | 7,490,599 | 0.98 | 762,005,773 | 55,486 |
2 (i) | 761,932,021 | 99.99 | 72,510 | 0.01 | 762,004,531 | 54,817 |
2 (j) | 758,455,438 | 99.53 | 3,554,590 | 0.47 | 762,010,028 | 51,227 |
2 (k) | 761,800,171 | 99.97 | 207,817 | 0.03 | 762,007,988 | 53,271 |
2 (l) | 761,927,321 | 99.99 | 79,750 | 0.01 | 762,007,071 | 54,188 |
Resolution 3
To consider the continuation in office of KPMG as Auditor of the Company.
Resolution | VotesFor | % | Votes Against | % | Total Votes Cast | Votes Withheld |
3 | 760,037,927 | 99.93 | 499,735 | 0.07 | 760,537,662 | 1,523,308 |
Resolution 4
To authorise the Directors to fix the remuneration of the Auditor for the 2020 financial year.
Resolution | VotesFor | % | Votes Against | % | Total Votes Cast | Votes Withheld |
4 | 761,416,070 | 99.92 | 596,448 | 0.08 | 762,012,518 | 48,700 |
Resolution 5
To approve the convening of an Extraordinary General Meeting on 14 days' notice for the passing of an ordinary resolution.
Resolution | VotesFor | % | Votes Against | % | Total Votes Cast | Votes Withheld |
5 | 719,152,842 | 94.38 | 42,857,727 | 5.62 | 762,101,569 | 50,690 |
Resolution 6
To receive and consider the Group Remuneration Committee Report for the year ended 31 December 2019.
Resolution | VotesFor | % | Votes Against | % | Total Votes Cast | Votes Withheld |
6 | 760,480,635 | 99.80 | 1,521,025 | 0.20 | 762,001,660 | 59,599 |
Resolution 7
To receive and consider the 2019 Directors' Remuneration Policy.
Resolution | VotesFor | % | Votes Against | % | Total Votes Cast | Votes Withheld |
7 | 745,181,436 | 97.79 | 16,803,213 | 2.21 | 761,984,649 | 76,610 |
Resolution 8
To authorise the amendment of the Articles of Association of the Company.
Resolution | VotesFor | % | Votes Against | % | Total Votes Cast | Votes Withheld |
8 | 761,895,566 | 99.99 | 86,882 | 0.01 | 761,982,448 | 77,144 |
Resolution 9
To authorise purchases of Ordinary Shares by the Company or subsidiaries.
Resolution | VotesFor | % | Votes Against | % | Total Votes Cast | Votes Withheld |
9 | 758,187,722 | 99.51 | 3,740,171 | 0.49 | 761,927,893 | 133,366 |
Resolution 10
To authorise the Directors to issue Ordinary Shares.
Resolution | VotesFor | % | Votes Against | % | Total Votes Cast | Votes Withheld |
10 | 730,825,761 | 95.90 | 31,217,567 | 4.10 | 762,043,328 | 18,842 |
Resolution 11
To renew the Directors' authority to issue Ordinary Shares on a non-pre-emptive basis for cash.
Resolution | VotesFor | % | Votes Against | % | Total Votes Cast | Votes Withheld |
11 | 760,403,567 | 99.79 | 1,635,867 | 0.21 | 762,039,434 | 21,825 |
Resolution 12
To authorise the Directors to issue contingent equity conversion notes, and Ordinary Shares on the conversion of such notes.
Resolution | VotesFor | % | Votes Against | % | Total Votes Cast | Votes Withheld |
12 | 761,327,163 | 99.91 | 708,602 | 0.09 | 762,035,765 | 25,494 |
Resolution 13
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 | VotesFor | % | Votes Against | % | Total Votes Cast | Votes Withheld |
13 | 756,301,377 | 99.25 | 5,722,381 | 0.75 | 762,023,758 | 37,501 |
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 6.1.60 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 www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
19 May 2020
For further information contact:
Sarah McLaughlin, Group Secretary
Tel: +353 (0) 76 624 8577 / Email: sarah.mclaughlin@boi.com