BKIR.L Regulatory News (BKIR)

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND(the Issuer)

(Established in Ireland by Charter in 1783, and having limited liability

Registered in Ireland No. C-1) 

NOTICE OF A MEETING

of the holders of those of the

£400,000,000 Callable Fixed/Floating Dated

Subordinated Notes due 2018(ISIN: XS0238792393)

of the Issuer presently outstanding

(the Noteholders and the Notes respectively).

NOTICE IS HEREBY GIVEN that a Meeting of the Noteholders convened by the Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD, United Kingdom on7 July 2011 at 9:45 a.m. (London time) (or as soon as the meeting of the holders of the €600,000,000 Callable Step-Up Floating Rate Subordinated Notes due 2017 (ISIN: XS0223310862) of The Governor and Company of the Bank of Ireland presently outstanding convened by the Issuer for 9:30 a.m. (London time) on the same day shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following Resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the Noteholders and constituting the Notes.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders of the £400,000,000 Callable Fixed/Floating Dated Fixed/Floating Dated Subordinated Notes due 2018 (ISIN: XS0238792393) of The Governor and Company of the Bank of Ireland presently outstanding (the Notes and the Issuer respectively) constituted by the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the holders of the Notes (the Noteholders) hereby:

1. assents to and sanctions the deletion of paragraph 20 of the Pricing Supplement dated 20 December 2005 (the Pricing Supplement) and the substitution therefor of the following:

2. assents to and sanctions the Issuer amending and restating the Pricing Supplement in order to give effect to the modifications referred to in paragraph 1of this Resolution;

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1 of this Resolution and their implementation;

4. authorises and empowers the Trustee to concur in the modifications referred to in paragraph 1 of this Resolution and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Resolution and the implementation of the modifications referred to in paragraph 1 of this Resolution; and

5. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with the modifications referred to in paragraph 1 of this Resolution, their implementation or this Extraordinary Resolution."

The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 2 of Voting and Quorum below.

Copies of the Trust Deed and of certain other relevant documents will be available for inspection by Noteholders at the specified offices of the Paying Agents set out below.

The Extraordinary Resolution is being proposed in conjunction with an exchange offer for the Notes and Noteholders offering to exchange their Notes in that offer will vote in favour of the Extraordinary Resolution as a condition of their participation. The securities involved in this exchange offer have not been and will not be registered under the United States Securities Act of 1933, and there will be no public offer in the United States. Noteholders who are not US persons and who are located outside the United States may contact Lucid Issuer Services Limited at the contact details set out below to determine their eligibility with respect to the exchange offer.

For the avoidance of doubt, no votes will be cast at the Meeting in respect of any Notes held by or on behalf of The Governor and Company of the Bank of Ireland or any of its subsidiaries.

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Extraordinary Resolution (which it was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in this Notice, it has no objection to the Extraordinary Resolution referred to above being submitted to the Noteholders for their consideration. The Trustee has, however, not been involved in formulating the modifications referred to in the Extraordinary Resolution and makes no representation that all relevant information has been disclosed to Noteholders in this Notice. Accordingly, the Trustee urges Noteholders who are in any doubt as to the impact of the implementation of the modifications referred to in the Extraordinary Resolution to seek their own independent legal and financial advice.

VOTING AND QUORUM

1. The provisions governing the convening and holding of a Meeting are set out in Schedule 3 to the Trust Deed. A copy of the Trust Deed in respect of the Notes is available for inspection by the Noteholders during normal business hours at the specified office of the Paying Agent(s) set out below.

All of the Notes are currently represented by a bearer global note held by a common depositary for Clearstream Banking, société anonyme (Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear and, together with Clearstream, Luxembourg, the Clearing Systems).

A Noteholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent relating to the Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may either deliver his valid voting certificate(s) to the person whom he wishes to attend on his behalf or give a voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or Euroclear or on a voting instruction form obtainable from the specified offices of any of the Paying Agents set out below) instructing a Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions.

A Noteholder must request the relevant clearing system to block the Notes in his own account and to hold the same to the order or under the control of a Paying Agent not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of the relative Meeting. Notes so blocked will not be released until the earlier of:

(a) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(b) (i) in respect of (a) voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such other manner with the rules of the relevant clearing system; or

(ii) in respect of voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Bank at least 24 hours before the time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of the relevant clearing system and with the agreement of such Paying Agent to be held to its order or under its control.

2. The quorum required at the Meeting is one or more persons present holding voting certificates or being proxies and representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding. If a quorum is not present at the Meeting, the Meeting may be adjourned or dissolved and, if adjourned, the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders). The quorum at such an adjourned Meeting will be one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one third of the nominal amount of the Notes for the time being outstanding.

3. Every question submitted to the Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Meeting or by the Issuer or the Trustee or by one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one-fiftieth part of the nominal amount of the Notes then outstanding. On a show of hands every person who is present in person and produces a voting certificate or is a proxy shall have one vote. On a poll every person who is so present shall have one vote in respect of each £1 in nominal amount of the Notes so represented by the voting certificate so produced or in respect of which he is a proxy.

4. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If passed, the Extraordinary Resolution will be binding upon all the Noteholders, whether or not present at such Meeting and whether or not voting.

For any queries related to the Meeting, Noteholders should contact the Tabulation Agent at the address specified below.

PRINCIPAL PAYING AGENT

Citibank, N.A. 

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

TRUSTEE

The Law Debenture Trust Corporation p.l.c.

Fifth Floor

100 Wood Street

London EC2V 7EX

United Kingdom

TABULATION AGENT

Lucid Issuer Services Limited

Leroy House,

436 Essex Road

London N1 3QP

United Kingdom

e-mail address: boi@lucid-is.com

telephone number: +44 (0) 20 7704 0880

This Notice is given by:

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

Head Office

Lower Baggot Street

Dublin 2

Dated 8 June 2011.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND(the Issuer)

(Established in Ireland by Charter in 1783, and having limited liability

Registered in Ireland No. C-1) 

NOTICE OF A MEETING

of the holders of those of the

€600,000,000 Callable Step-Up Floating Rate

Subordinated Notes due 2017(ISIN: XS0223310862)

of the Issuer presently outstanding

(the Noteholders and the Notes respectively).

NOTICE IS HEREBY GIVEN that a Meeting of the Noteholders convened by the Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD, United Kingdom on 7 July 2011 at 9:30 a.m. (London time) (or as soon as the meeting of the holders of the €750,000,000 Callable Step-Up Floating Rate Subordinated Notes due 2017 (ISIN: XS0283474483) of The Governor and Company of the Bank of Ireland presently outstanding convened by the Issuer for 9:15 a.m. (London time) on the same day shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following Resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the Noteholders and constituting the Notes.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders of the €600,000,000 Callable Step-Up Floating Rate Subordinated Notes due 2017 (ISIN: XS0223310862) of The Governor and Company of the Bank of Ireland presently outstanding (the Notes and the Issuer respectively) constituted by the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the holders of the Notes (the Noteholders) hereby:

1. assents to and sanctions the deletion of paragraph 21 of the Pricing Supplement dated 28 June 2005 (the Pricing Supplement) and the substitution therefor of the following:

2. assents to and sanctions the Issuer amending and restating the Pricing Supplement in order to give effect to the modifications referred to in paragraph 1 of this Resolution;

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1of this Resolution and their implementation;

4. authorises and empowers the Trustee to concur in the modifications referred to in paragraph 1of this Resolution and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Resolution and the implementation of the modifications referred to in paragraph 1of this Resolution; and

5. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with the modifications referred to in paragraph 1of this Resolution, their implementation or this Extraordinary Resolution."

The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 2 of Voting and Quorum below.

Copies of the Trust Deed and of certain other relevant documents will be available for inspection by Noteholders at the specified offices of the Paying Agents set out below.

The Extraordinary Resolution is being proposed in conjunction with an exchange offer for the Notes and Noteholders offering to exchange their Notes in that offer will vote in favour of the Extraordinary Resolution as a condition of their participation. The securities involved in this exchange offer have not been and will not be registered under the United States Securities Act of 1933, and there will be no public offer in the United States. Noteholders who are not US persons and who are located outside the United States may contact Lucid Issuer Services Limited at the contact details set out below to determine their eligibility with respect to the exchange offer.

For the avoidance of doubt, no votes will be cast at the Meeting in respect of any Notes held by or on behalf of The Governor and Company of the Bank of Ireland or any of its subsidiaries.

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Extraordinary Resolution (which it was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in this Notice, it has no objection to the Extraordinary Resolution referred to above being submitted to the Noteholders for their consideration. The Trustee has, however, not been involved in formulating the modifications referred to in the Extraordinary Resolution and makes no representation that all relevant information has been disclosed to Noteholders in this Notice. Accordingly, the Trustee urges Noteholders who are in any doubt as to the impact of the implementation of the modifications referred to in the Extraordinary Resolution to seek their own independent legal and financial advice.

The Directors of the Issuer have no interests in the securities described in this notice.

Set out below are the market values (as a percentage of their nominal amount) of the Notes on or around the first dealing day in each of the six months prior to the date of this Notice and on 6 June 2011, the latest practicable date for which this information was available prior to publication of this Notice:

* Source: Bloomberg composite prices

**Source: Credit Suisse/Deutsche Bank/UBS composite prices

***First dealing day in the month or nearest date thereafter for which information is available

VOTING AND QUORUM

1. The provisions governing the convening and holding of a Meeting are set out in Schedule 3 to the Trust Deed. A copy of the Trust Deed in respect of the Notes is available for inspection by the Noteholders during normal business hours at the specified office of the Paying Agent(s) set out below.

All of the Notes are currently represented by a bearer global note held by a common depositary for Clearstream Banking, société anonyme (Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear and, together with Clearstream, Luxembourg, the Clearing Systems).

A Noteholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent relating to the Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may either deliver his valid voting certificate(s) to the person whom he wishes to attend on his behalf or give a voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or Euroclear or on a voting instruction form obtainable from the specified offices of any of the Paying Agents set out below) instructing a Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions.

A Noteholder must request the relevant clearing system to block the Notes in his own account and to hold the same to the order or under the control of a Paying Agent not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of the relative Meeting. Notes so blocked will not be released until the earlier of:

(c) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(d) (i) in respect of (a) voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such other manner with the rules of the relevant clearing system; or

(ii) in respect of voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Bank at least 24 hours before the time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of the relevant clearing system and with the agreement of such Paying Agent to be held to its order or under its control.

2. The quorum required at the Meeting is one or more persons present holding voting certificates or being proxies and representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding. If a quorum is not present at the Meeting, the Meeting may be adjourned or dissolved and, if adjourned, the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders). The quorum at such an adjourned Meeting will be one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one third of the nominal amount of the Notes for the time being outstanding.

3. Every question submitted to the Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Meeting or by the Issuer or the Trustee or by one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one-fiftieth part of the nominal amount of the Notes then outstanding. On a show of hands every person who is present in person and produces a voting certificate or is a proxy shall have one vote. On a poll every person who is so present shall have one vote in respect of each €1 in nominal amount of the Notes so represented by the voting certificate so produced or in respect of which he is a proxy.

4. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If passed, the Extraordinary Resolution will be binding upon all the Noteholders, whether or not present at such Meeting and whether or not voting.

For any queries related to the Meeting, Noteholders should contact the Tabulation Agent at the address specified below.

PRINCIPAL PAYING AGENT

Citibank, N.A. 

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

TRUSTEE

The Law Debenture Trust Corporation p.l.c.

Fifth Floor

100 Wood Street

London EC2V 7EX

United Kingdom

TABULATION AGENT

Lucid Issuer Services Limited

Leroy House,

436 Essex Road

London N1 3QP

United Kingdom

e-mail address: boi@lucid-is.com

telephone number: +44 (0) 20 7704 0880

This Notice is given by:

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

Head Office

Lower Baggot Street

Dublin 2

Ireland

Dated 8 June 2011.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND(the Issuer)

(Established in Ireland by Charter in 1783, and having limited liability

Registered in Ireland No. C-1) 

NOTICE OF A MEETING

of the holders of those of the

CAD 400,000,000 Fixed/Floating Dated

Subordinated Notes due 2015(ISIN: CA062786AA67)

of the Issuer presently outstanding

(the Noteholders and the Notes respectively).

NOTICE IS HEREBY GIVEN that a Meeting of the Noteholders convened by the Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom on 10 August 2011 at 4 p.m. (London time) for the purpose of considering and, if thought fit, passing the following Resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the Noteholders and constituting the Notes.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders of the CAD 400,000,000 Fixed/Floating Dated Subordinated Notes due 2015 (ISIN: CA062786AA67) of The Governor and Company of the Bank of Ireland presently outstanding (the Notes and the Issuer respectively) constituted by the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the holders of the Notes (the Noteholders) hereby:

1. assents to and sanctions the deletion of paragraph 20 of the Pricing Supplement dated 16 September 2005 (the Pricing Supplement) and the substitution therefor of the following:

2. assents to and sanctions the Issuer amending and restating the Pricing Supplement in order to give effect to the modifications referred to in paragraph 1 of this Resolution;

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1 of this Resolution and their implementation;

4. authorises and empowers the Trustee to concur in the modifications referred to in paragraph 1 of this Resolution and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Resolution and the implementation of the modifications referred to in paragraph 1 of this Resolution; and

5. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with the modifications referred to in paragraph 1 of this Resolution, their implementation or this Extraordinary Resolution."

The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 2 of Voting and Quorum below.

Copies of the Trust Deed and of certain other relevant documents will be available for inspection by Noteholders at the specified offices of the Paying Agents set out below.

The Extraordinary Resolution is being proposed in conjunction with an exchange offer for the Notes and Noteholders offering to exchange their Notes in that offer will vote in favour of the Extraordinary Resolution as a condition of their participation. The securities involved in this exchange offer have not been and will not be registered under the United States Securities Act of 1933, and there will be no public offer in the United States. Noteholders who are not US persons and who are located outside the United States may contact Lucid Issuer Services Limited at the contact details set out below to determine their eligibility with respect to the exchange offer.

For the avoidance of doubt, no votes will be cast at the Meeting in respect of any Notes held by or on behalf of The Governor and Company of the Bank of Ireland or any of its subsidiaries.

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Extraordinary Resolution (which it was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in this Notice, it has no objection to the Extraordinary Resolution referred to above being submitted to the Noteholders for their consideration. The Trustee has, however, not been involved in formulating the modifications referred to in the Extraordinary Resolution and makes no representation that all relevant information has been disclosed to Noteholders in this Notice. Accordingly, the Trustee urges Noteholders who are in any doubt as to the impact of the implementation of the modifications referred to in the Extraordinary Resolution to seek their own independent legal and financial advice.

VOTING AND QUORUM

1. The provisions governing the convening and holding of a Meeting are set out in Schedule 3 to the Trust Deed. A copy of the Trust Deed in respect of the Notes is available for inspection by the Noteholders during normal business hours at the specified office of the Principal Paying Agent set out below.

All of the Notes are currently represented by a bearer permanent global note (the Global Note) deposited with CDS & Co., as nominee of CDS Clearing and Depository Services Inc. (CDS). Beneficial interests in the Global Note are represented through book-entry accounts of financial institutions acting on behalf of beneficial Noteholders as direct and indirect participants in CDS (CDS Participants). In accordance with its usual procedures in relation to meetings of noteholders, CDS will issue an omnibus proxy (including information showing the security positions of the CDS Participants) as soon as possible after 5 August 2011 (the CDS Record Date). In accordance with CDS's usual procedures, the omnibus proxy will assign CDS & CO.'s voting rights to those CDS Participants shown on its records as holding any principal amount of outstanding Notes as of the close of business on the CDS Record Date.

The following is a summary of the arrangements which have been made for the purposes of the Meeting and is qualified in its entirety by the relevant provisions of the Trust Deed and the procedures of CDS.

The CDS Participants may either (i) appoint the Tabulation Agent as their proxy to attend the Meeting and vote in accordance with their instructions or (ii) appoint any other person (including beneficial Noteholders) as their proxy to attend and vote at the Meeting on their behalf.

A beneficial Noteholder who does not wish to attend or be represented at the Meeting may arrange for a vote in respect of its Notes to be cast at the Meeting by requesting the CDS Participant through whom it holds its Notes to complete the form of proxy whereby it appoints the Tabulation Agent to attend and vote at the Meeting in accordance with the beneficial Noteholder's instructions.

A beneficial Noteholder who wishes to attend and vote at the Meeting in person must request the CDS Participant through whom it holds its Notes to complete a form of proxy whereby it appoints such beneficial Noteholder or its representative as a proxy.

Only those CDS Participants shown in CDS's records on the CDS Record Date as holding Notes will be entitled to complete forms of proxy and vote on the Extraordinary Resolution or appoint proxies to enable their votes and those of beneficial Noteholders who hold Notes through such CDS Participants to be cast in respect of the principal amount of Notes held by them.

Duly completed forms of proxy must be delivered to and received by the Tabulation Agent at least 48 hours before the time fixed for the Meeting.

Beneficial Noteholders who have any questions respecting the voting of Notes held through a CDS Participant or an Intermediary (such as a bank, trust company, securities broker, trustee or other), should contact that CDS Participant or Intermediary for assistance.

2. The quorum required at the Meeting is one or more persons present holding voting certificates or being proxies and representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding. If a quorum is not present at the Meeting, the Meeting may be adjourned or dissolved and, if adjourned, the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders). The quorum at such an adjourned Meeting will be one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one third of the nominal amount of the Notes for the time being outstanding.

3. Every question submitted to the Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Meeting or by the Issuer or the Trustee or by one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one-fiftieth part of the nominal amount of the Notes then outstanding. On a show of hands every person who is present in person and produces a voting certificate or is a proxy shall have one vote. On a poll every person who is so present shall have one vote in respect of each CAD 1 in nominal amount of the Notes so represented by the voting certificate so produced or in respect of which he is a proxy.

4. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If passed, the Extraordinary Resolution will be binding upon all the Noteholders, whether or not present at such Meeting and whether or not voting.

For any queries related to the Meeting, Noteholders should contact the Tabulation Agent at the address specified below.

PRINCIPAL PAYING AGENT

Citibank, N.A. 

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

TRUSTEE

The Law Debenture Trust Corporation p.l.c.

Fifth Floor

100 Wood Street

London EC2V 7EX

United Kingdom

TABULATION AGENT

Lucid Issuer Services Limited

Leroy House,

436 Essex Road

London N1 3QP

United Kingdom

e-mail address: boi@lucid-is.com

telephone number: +44 (0) 20 7704 0880

This Notice is given by:

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

Head Office

Lower Baggot Street

Dublin 2

Ireland

Dated 8 June 2011.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND(the Issuer)

(Established in Ireland by Charter in 1783, and having limited liability

Registered in Ireland No. C-1) 

NOTICE OF A MEETING

of the holders of those of the

£197,383,000 10 per cent.

Subordinated Notes due 2020(ISIN: XS0487711656)

of the Issuer presently outstanding

(the Noteholders and the Notes respectively).

NOTICE IS HEREBY GIVEN that a Meeting of the Noteholders convened by the Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD, United Kingdom on 7 July 2011 at 10:45 a.m. (London time) (or as soon as the meeting of the holders of the €650,000,000 Fixed/Floating Rate Subordinated Notes due 2019 (ISIN: XS0186652557) of The Governor and Company of the Bank of Ireland presently outstanding convened by the Issuer for 10:30 a.m. (London time) on the same day shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following Resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the Noteholders and constituting the Notes.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders of the £197,383,000 10 per cent. Fixed/Floating Dated Subordinated Notes due 2020 (ISIN: XS0487711656) of The Governor and Company of the Bank of Ireland presently outstanding (the Notes and the Issuer respectively) constituted by the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the holders of the Notes (the Noteholders) hereby:

1. assents to and sanctions 

(a) the deletion of paragraph 12 of the Final Terms dated 11 February 2010 (the Final Terms) and the substitution therefor of the following:

(b) the deletion of paragraph 20 of the Final Terms and the substitution therefor of the following:

2. assents to and sanctions the Issuer amending and restating the Final Terms in order to give effect to the modifications referred to in paragraph 1 of this Resolution;

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1 of this Resolution and their implementation;

4. authorises and empowers the Trustee to concur in the modifications referred to in paragraph 1 of this Resolution and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Resolution and the implementation of the modifications referred to in paragraph 1 of this Resolution; and

5. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with the modifications referred to in paragraph 1 of this Resolution, their implementation or this Extraordinary Resolution."

The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 2 of Voting and Quorum below.

Copies of the Trust Deed and of certain other relevant documents will be available for inspection by Noteholders at the specified offices of the Paying Agents set out below.

The Extraordinary Resolution is being proposed in conjunction with an exchange offer for the Notes and Noteholders offering to exchange their Notes in that offer will vote in favour of the Extraordinary Resolution as a condition of their participation. The securities involved in this exchange offer have not been and will not be registered under the United States Securities Act of 1933, and there will be no public offer in the United States. Noteholders who are not US persons and who are located outside the United States may contact Lucid Issuer Services Limited at the contact details set out below to determine their eligibility with respect to the exchange offer.

For the avoidance of doubt, no votes will be cast at the Meeting in respect of any Notes held by or on behalf of The Governor and Company of the Bank of Ireland or any of its subsidiaries.

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Extraordinary Resolution (which it was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in this Notice, it has no objection to the Extraordinary Resolution referred to above being submitted to the Noteholders for their consideration. The Trustee has, however, not been involved in formulating the modifications referred to in the Extraordinary Resolution and makes no representation that all relevant information has been disclosed to Noteholders in this Notice. Accordingly, the Trustee urges Noteholders who are in any doubt as to the impact of the implementation of the modifications referred to in the Extraordinary Resolution to seek their own independent legal and financial advice.

VOTING AND QUORUM

1. The provisions governing the convening and holding of a Meeting are set out in Schedule 3 to the Trust Deed. A copy of the Trust Deed in respect of the Notes is available for inspection by the Noteholders during normal business hours at the specified office of the Paying Agent(s) set out below.

All of the Notes are currently represented by a bearer global note held by a common depositary for Clearstream Banking, société anonyme (Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear and, together with Clearstream, Luxembourg, the Clearing Systems).

A Noteholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent relating to the Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may either deliver his valid voting certificate(s) to the person whom he wishes to attend on his behalf or give a voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or Euroclear or on a voting instruction form obtainable from the specified offices of any of the Paying Agents set out below) instructing a Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions.

A Noteholder must request the relevant clearing system to block the Notes in his own account and to hold the same to the order or under the control of a Paying Agent not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of the relative Meeting. Notes so blocked will not be released until the earlier of:

(e) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(f) (i) in respect of (a) voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such other manner with the rules of the relevant clearing system; or

(ii) in respect of voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Bank at least 24 hours before the time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of the relevant clearing system and with the agreement of such Paying Agent to be held to its order or under its control.

2. The quorum required at the Meeting is one or more persons present holding voting certificates or being proxies and representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding. If a quorum is not present at the Meeting, the Meeting may be adjourned or dissolved and, if adjourned, the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders). The quorum at such an adjourned Meeting will be one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one third of the nominal amount of the Notes for the time being outstanding.

3. Every question submitted to the Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Meeting or by the Issuer or the Trustee or by one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one-fiftieth part of the nominal amount of the Notes then outstanding. On a show of hands every person who is present in person and produces a voting certificate or is a proxy shall have one vote. On a poll every person who is so present shall have one vote in respect of each £1 in nominal amount of the Notes so represented by the voting certificate so produced or in respect of which he is a proxy.

4. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If passed, the Extraordinary Resolution will be binding upon all the Noteholders, whether or not present at such Meeting and whether or not voting.

For any queries related to the Meeting, Noteholders should contact the Tabulation Agent at the address specified below.

PRINCIPAL PAYING AGENT

Citibank, N.A. 

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

TRUSTEE

The Law Debenture Trust Corporation p.l.c.

Fifth Floor

100 Wood Street

London EC2V 7EX

United Kingdom

TABULATION AGENT

 Lucid Issuer Services Limited

Leroy House,

436 Essex Road

London N1 3QP

United Kingdom

e-mail address: boi@lucid-is.com

telephone number: +44 (0) 20 7704 0880

This Notice is given by:

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

Head Office

Lower Baggot Street

Dublin 2

Ireland

Dated 8 June 2011.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND(the Issuer)

(Established in Ireland by Charter in 1783, and having limited liability

Registered in Ireland No. C-1) 

NOTICE OF A MEETING

of the holders of those of the

€650,000,000 Fixed/Floating Rate

Subordinated Notes due 2019(ISIN: XS0186652557)

of the Issuer presently outstanding

(the Noteholders and the Notes respectively).

NOTICE IS HEREBY GIVEN that a Meeting of the Noteholders convened by the Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD, United Kingdom on 7 July 2011 at 10:30 a.m. (London time) (or as soon as the meeting of the holders of the US$600,000,000 Callable Step-Up Floating Rate Subordinated Notes due 2018 (ISIN: XS0309177318) of The Governor and Company of the Bank of Ireland presently outstanding convened by the Issuer for 10:15 a.m. (London time) on the same day shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following Resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the Noteholders and constituting the Notes.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders of the €650,000,000 Fixed/Floating Rate Subordinated Notes due 2019 (ISIN: XS0186652557) of The Governor and Company of the Bank of Ireland presently outstanding (the Notes and the Issuer respectively) constituted by the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the holders of the Notes (the Noteholders) hereby:

1. assents to and sanctions the deletion of paragraph 21 of the Pricing Supplement dated 24 February 2004 (the Pricing Supplement) and the substitution therefor of the following:

2. assents to and sanctions the Issuer amending and restating the Pricing Supplement in order to give effect to the modifications referred to in paragraph 1 of this Resolution;

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1 of this Resolution and their implementation;

4. authorises and empowers the Trustee to concur in the modifications referred to in paragraph 1 of this Resolution and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Resolution and the implementation of the modifications referred to in paragraph 1 of this Resolution; and

5. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with the modifications referred to in paragraph 1 of this Resolution, their implementation or this Extraordinary Resolution."

The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 2 of Voting and Quorum below.

Copies of the Trust Deed and of certain other relevant documents will be available for inspection by Noteholders at the specified offices of the Paying Agents set out below.

The Extraordinary Resolution is being proposed in conjunction with an exchange offer for the Notes and Noteholders offering to exchange their Notes in that offer will vote in favour of the Extraordinary Resolution as a condition of their participation. The securities involved in this exchange offer have not been and will not be registered under the United States Securities Act of 1933, and there will be no public offer in the United States. Noteholders who are not US persons and who are located outside the United States may contact Lucid Issuer Services Limited at the contact details set out below to determine their eligibility with respect to the exchange offer.

For the avoidance of doubt, no votes will be cast at the Meeting in respect of any Notes held by or on behalf of The Governor and Company of the Bank of Ireland or any of its subsidiaries.

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Extraordinary Resolution (which it was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in this Notice, it has no objection to the Extraordinary Resolution referred to above being submitted to the Noteholders for their consideration. The Trustee has, however, not been involved in formulating the modifications referred to in the Extraordinary Resolution and makes no representation that all relevant information has been disclosed to Noteholders in this Notice. Accordingly, the Trustee urges Noteholders who are in any doubt as to the impact of the implementation of the modifications referred to in the Extraordinary Resolution to seek their own independent legal and financial advice.

The Directors of the Issuer have no interests in the securities described in this notice.

Set out below are the market values (as a percentage of their nominal amount) of the Notes on or around the first dealing day in each of the six months prior to the date of this Notice and on 6 June 2011, the latest practicable date for which this information was available prior to publication of this Notice:

*Source: Bloomberg composite prices

**Source: Credit Suisse/Deutsche Bank/UBS composite prices

***First dealing day in the month or nearest date thereafter for which information is available

VOTING AND QUORUM

1. The provisions governing the convening and holding of a Meeting are set out in Schedule 3 to the Trust Deed. A copy of the Trust Deed in respect of the Notes is available for inspection by the Noteholders during normal business hours at the specified office of the Paying Agent(s) set out below.

All of the Notes are currently represented by a bearer global note held by a common depositary for Clearstream Banking, société anonyme (Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear and, together with Clearstream, Luxembourg, the Clearing Systems).

A Noteholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent relating to the Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may either deliver his valid voting certificate(s) to the person whom he wishes to attend on his behalf or give a voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or Euroclear or on a voting instruction form obtainable from the specified offices of any of the Paying Agents set out below) instructing a Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions.

A Noteholder must request the relevant clearing system to block the Notes in his own account and to hold the same to the order or under the control of a Paying Agent not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of the relative Meeting. Notes so blocked will not be released until the earlier of:

(g) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(h) (i) in respect of (a) voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such other manner with the rules of the relevant clearing system; or

(ii) in respect of voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Bank at least 24 hours before the time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of the relevant clearing system and with the agreement of such Paying Agent to be held to its order or under its control.

2. The quorum required at the Meeting is one or more persons present holding voting certificates or being proxies and representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding. If a quorum is not present at the Meeting, the Meeting may be adjourned or dissolved and, if adjourned, the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders). The quorum at such an adjourned Meeting will be one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one third of the nominal amount of the Notes for the time being outstanding.

3. Every question submitted to the Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Meeting or by the Issuer or the Trustee or by one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one-fiftieth part of the nominal amount of the Notes then outstanding. On a show of hands every person who is present in person and produces a voting certificate or is a proxy shall have one vote. On a poll every person who is so present shall have one vote in respect of each €1 in nominal amount of the Notes so represented by the voting certificate so produced or in respect of which he is a proxy.

4. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If passed, the Extraordinary Resolution will be binding upon all the Noteholders, whether or not present at such Meeting and whether or not voting.

For any queries related to the Meeting, Noteholders should contact the Tabulation Agent at the address specified below.

PRINCIPAL PAYING AGENT

Citibank, N.A. 

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

TRUSTEE

The Law Debenture Trust Corporation p.l.c.

Fifth Floor

100 Wood Street

London EC2V 7EX

United Kingdom

TABULATION AGENT

 Lucid Issuer Services Limited

Leroy House,

436 Essex Road

London N1 3QP

United Kingdom

e-mail address: boi@lucid-is.com

telephone number: +44 (0) 20 7704 0880

This Notice is given by:

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

Head Office

Lower Baggot Street

Dublin 2

Ireland

Dated 8 June 2011.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND(the Issuer)

(Established in Ireland by Charter in 1783, and having limited liability

Registered in Ireland No. C-1) 

NOTICE OF A MEETING

of the holders of those of the

CAD 145,172,000 Fixed/Floating Dated

Subordinated Notes due 2018(ISIN: CA062786AD07)

of the Issuer presently outstanding

(the Noteholders and the Notes respectively).

NOTICE IS HEREBY GIVEN that a Meeting of the Noteholders convened by the Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom on 7 July 2011 at 9 a.m. (London time) for the purpose of considering and, if thought fit, passing the following Resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the Noteholders and constituting the Notes.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders of the CAD 145,172,000 Fixed/Floating Dated Subordinated Notes due 2018 (ISIN: CA062786AD07) of The Governor and Company of the Bank of Ireland presently outstanding (the Notes and the Issuer respectively) constituted by the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the holders of the Notes (the Noteholders) hereby:

1. assents to and sanctions the deletion of paragraph 20 of the Final Terms dated 21 September 2010 (the Final Terms) and the substitution therefor of the following:

2. assents to and sanctions the Issuer amending and restating the Final Terms in order to give effect to the modifications referred to in paragraph 1 of this Resolution;

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1 of this Resolution and their implementation;

4. authorises and empowers the Trustee to concur in the modifications referred to in paragraph 1 of this Resolution and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Resolution and the implementation of the modifications referred to in paragraph 1 of this Resolution; and

5. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with the modifications referred to in paragraph 1 of this Resolution, their implementation or this Extraordinary Resolution."

The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 2 of Voting and Quorum below.

Copies of the Trust Deed and of certain other relevant documents will be available for inspection by Noteholders at the specified offices of the Principal Paying Agent set out below.

For the avoidance of doubt, no votes will be cast at the Meeting in respect of any Notes held by or on behalf of The Governor and Company of the Bank of Ireland or any of its subsidiaries.

The Extraordinary Resolution is being proposed in conjunction with an exchange offer for the Notes and Noteholders offering to exchange their Notes in that offer will vote in favour of the Extraordinary Resolution as a condition of their participation. The securities involved in this exchange offer have not been and will not be registered under the United States Securities Act of 1933, and there will be no public offer in the United States. Noteholders who are not US persons and who are located outside the United States may contact Lucid Issuer Services Limited at the contact details set out below to determine their eligibility with respect to the exchange offer.

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Extraordinary Resolution (which it was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in this Notice it has no objection to the Extraordinary Resolution referred to above being submitted to the Noteholders for their consideration. The Trustee has, however, not been involved in formulating the modifications referred to in the Extraordinary Resolution and makes no representation that all relevant information has been disclosed to Noteholders in this Notice. Accordingly, the Trustee urges Noteholders who are in any doubt as to the impact of the implementation of the modifications referred to in the Extraordinary Resolution to seek their own independent legal and financial advice.

VOTING AND QUORUM

1. The provisions governing the convening and holding of a Meeting are set out in Schedule 3 to the Trust Deed. A copy of the Trust Deed in respect of the Notes is available for inspection by the Noteholders during normal business hours at the specified office of the Principal Paying Agent set out below.

All of the Notes are currently represented by a bearer permanent global note (the Global Note) deposited with CDS & Co., as nominee of CDS Clearing and Depository Services Inc. (CDS). Beneficial interests in the Global Note are represented through book-entry accounts of financial institutions acting on behalf of beneficial Noteholders as direct and indirect participants in CDS (CDS Participants). In accordance with its usual procedures in relation to meetings of noteholders, CDS will issue an omnibus proxy (including information showing the security positions of the CDS Participants) as soon as possible after 4 July 2011 (the CDS Record Date). In accordance with CDS's usual procedures, the omnibus proxy will assign CDS & CO.'s voting rights to those CDS Participants shown on its records as holding any principal amount of outstanding Notes as of the close of business on the CDS Record Date.

The following is a summary of the arrangements which have been made for the purposes of the Meeting and is qualified in its entirety by the relevant provisions of the Trust Deed and the procedures of CDS.

The CDS Participants may either (i) appoint the Tabulation Agent as their proxy to attend the Meeting and vote in accordance with their instructions or (ii) appoint any other person (including beneficial Noteholders) as their proxy to attend and vote at the Meeting on their behalf.

A beneficial Noteholder who does not wish to attend or be represented at the Meeting may arrange for a vote in respect of its Notes to be cast at the Meeting by requesting the CDS Participant through whom it holds its Notes to complete the form of proxy whereby it appoints the Tabulation Agent to attend and vote at the Meeting in accordance with the beneficial Noteholder's instructions.

A beneficial Noteholder who wishes to attend and vote at the Meeting in person must request the CDS Participant through whom it holds its Notes to complete a form of proxy whereby it appoints such beneficial Noteholder or its representative as a proxy.

Only those CDS Participants shown in CDS's records on the CDS Record Date as holding Notes will be entitled to complete forms of proxy and vote on the Extraordinary Resolution or appoint proxies to enable their votes and those of beneficial Noteholders who hold Notes through such CDS Participants to be cast in respect of the principal amount of Notes held by them.

Duly completed forms of proxy must be delivered to and received by the Tabulation Agent at least 48 hours before the time fixed for the Meeting.

Beneficial Noteholders who have any questions respecting the voting of Notes held through a CDS Participant or an Intermediary (such as a bank, trust company, securities broker, trustee or other), should contact that CDS Participant or Intermediary for assistance.

2. The quorum required at the Meeting is one or more persons present holding voting certificates or being proxies and representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding. If a quorum is not present at the Meeting, the Meeting may be adjourned or dissolved and, if adjourned, the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders). The quorum at such an adjourned Meeting will be one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one third of the nominal amount of the Notes for the time being outstanding.

3. Every question submitted to the Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Meeting or by the Issuer or the Trustee or by one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one-fiftieth part of the nominal amount of the Notes then outstanding. On a show of hands every person who is present in person and produces a voting certificate or is a proxy shall have one vote. On a poll every person who is so present shall have one vote in respect of each CAD 1 in nominal amount of the Notes so represented by the voting certificate so produced or in respect of which he is a proxy.

4. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If passed, the Extraordinary Resolution will be binding upon all the Noteholders, whether or not present at such Meeting and whether or not voting.

For any queries related to the Meeting, Noteholders should contact the Tabulation Agent at the address specified below.

PRINCIPAL PAYING AGENT

Citibank, N.A. 

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

TRUSTEE

The Law Debenture Trust Corporation p.l.c.

Fifth Floor

100 Wood Street

London EC2V 7EX

United Kingdom

TABULATION AGENT

 Lucid Issuer Services Limited

Leroy House,

436 Essex Road

London N1 3QP

United Kingdom

e-mail address: boi@lucid-is.com

telephone number: +44 (0) 20 7704 0880

This Notice is given by:

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

Head Office

Lower Baggot Street

Dublin 2

Ireland

Dated 8 June 2011

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND(the Issuer)

(Established in Ireland by Charter in 1783, and having limited liability

Registered in Ireland No. C-1) 

NOTICE OF A MEETING

of the holders of those of the

US$600,000,000 Callable Step-Up Floating Rate

Subordinated Notes due 2018(ISIN: XS0309177318)

of the Issuer presently outstanding

(the Noteholders and the Notes respectively).

NOTICE IS HEREBY GIVEN that a Meeting of the Noteholders convened by the Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD, United Kingdom on 7 July 2011 at 10:15 a.m. (London time) (or as soon as the meeting of the holders of the £75,000,000 10 3/4 per cent. Subordinated Bonds due 2018 (ISIN: XS0044196425) of The Governor and Company of the Bank of Ireland presently outstanding convened by the Issuer for 10:00 a.m. (London time) on the same day shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following Resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the Noteholders and constituting the Notes.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders of the US$600,000,000 Callable Step-Up Floating Rate Subordinated Notes due 2018 (ISIN: XS0309177318) of The Governor and Company of the Bank of Ireland presently outstanding (the Notes and the Issuer respectively) constituted by the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the holders of the Notes (the Noteholders) hereby:

1. assents to and sanctions the deletion of paragraph 20 of the Final Terms dated 3 July 2007 (the Final Terms) and the substitution therefor of the following:

2. assents to and sanctions the Issuer amending and restating the Final Terms in order to give effect to the modifications referred to in paragraph 1 of this Resolution;

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1 of this Resolution and their implementation;

4. authorises and empowers the Trustee to concur in the modifications referred to in paragraph 1 of this Resolution and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Resolution and the implementation of the modifications referred to in paragraph 1 of this Resolution; and

5. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with the modifications referred to in paragraph 1 of this Resolution, their implementation or this Extraordinary Resolution."

The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 2 of Voting and Quorum below.

Copies of the Trust Deed and of certain other relevant documents will be available for inspection by Noteholders at the specified offices of the Paying Agents set out below.

The Extraordinary Resolution is being proposed in conjunction with an exchange offer for the Notes and Noteholders offering to exchange their Notes in that offer will vote in favour of the Extraordinary Resolution as a condition of their participation. The securities involved in this exchange offer have not been and will not be registered under the United States Securities Act of 1933, and there will be no public offer in the United States. Noteholders who are not US persons and who are located outside the United States may contact Lucid Issuer Services Limited at the contact details set out below to determine their eligibility with respect to the exchange offer.

For the avoidance of doubt, no votes will be cast at the Meeting in respect of any Notes held by or on behalf of The Governor and Company of the Bank of Ireland or any of its subsidiaries.

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Extraordinary Resolution (which it was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in this Notice, it has no objection to the Extraordinary Resolution referred to above being submitted to the Noteholders for their consideration. The Trustee has, however, not been involved in formulating the modifications referred to in the Extraordinary Resolution and makes no representation that all relevant information has been disclosed to Noteholders in this Notice. Accordingly, the Trustee urges Noteholders who are in any doubt as to the impact of the implementation of the modifications referred to in the Extraordinary Resolution to seek their own independent legal and financial advice.

VOTING AND QUORUM

1. The provisions governing the convening and holding of a Meeting are set out in Schedule 3 to the Trust Deed. A copy of the Trust Deed in respect of the Notes is available for inspection by the Noteholders during normal business hours at the specified office of the Paying Agent(s) set out below.

All of the Notes are currently represented by a bearer global note held by a common depositary for Clearstream Banking, société anonyme (Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear and, together with Clearstream, Luxembourg, the Clearing Systems).

A Noteholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent relating to the Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may either deliver his valid voting certificate(s) to the person whom he wishes to attend on his behalf or give a voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or Euroclear or on a voting instruction form obtainable from the specified offices of any of the Paying Agents set out below) instructing a Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions.

A Noteholder must request the relevant clearing system to block the Notes in his own account and to hold the same to the order or under the control of a Paying Agent not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of the relative Meeting. Notes so blocked will not be released until the earlier of:

(i) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(j) (i) in respect of (a) voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such other manner with the rules of the relevant clearing system; or

(ii) in respect of voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Bank at least 24 hours before the time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of the relevant clearing system and with the agreement of such Paying Agent to be held to its order or under its control.

2. The quorum required at the Meeting is one or more persons present holding voting certificates or being proxies and representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding. If a quorum is not present at the Meeting, the Meeting may be adjourned or dissolved and, if adjourned, the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders). The quorum at such an adjourned Meeting will be one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one third of the nominal amount of the Notes for the time being outstanding.

3. Every question submitted to the Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Meeting or by the Issuer or the Trustee or by one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one-fiftieth part of the nominal amount of the Notes then outstanding. On a show of hands every person who is present in person and produces a voting certificate or is a proxy shall have one vote. On a poll every person who is so present shall have one vote in respect of each US$1 in nominal amount of the Notes so represented by the voting certificate so produced or in respect of which he is a proxy.

4. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If passed, the Extraordinary Resolution will be binding upon all the Noteholders, whether or not present at such Meeting and whether or not voting.

For any queries related to the Meeting, Noteholders should contact the Tabulation Agent at the address specified below.

PRINCIPAL PAYING AGENT

Citibank, N.A. 

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

TRUSTEE

The Law Debenture Trust Corporation p.l.c.

Fifth Floor

100 Wood Street

London EC2V 7EX

United Kingdom

TABULATION AGENT

Lucid Issuer Services Limited

Leroy House,

436 Essex Road

London N1 3QP

United Kingdom

e-mail address: boi@lucid-is.com

telephone number: +44 (0) 20 7704 0880

This Notice is given by:

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

Head Office

Lower Baggot Street

Dublin 2

Ireland

Dated 8 June 2011.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND(the Issuer)

(Established in Ireland by Charter in 1783, and having limited liability

Registered in Ireland No. C-1) 

NOTICE OF A MEETING

of the holders of those of the

€750,000,000 Callable Step-Up Floating Rate

Subordinated Notes due 2017(ISIN: XS0283474483)

of the Issuer presently outstanding

(the Noteholders and the Notes respectively).

NOTICE IS HEREBY GIVEN that a Meeting of the Noteholders convened by the Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD, United Kingdom on 7 July 2011 at 9:15 a.m. (London time) (or as soon as the meeting of the holders of the CAD 145,172,000 Fixed/Floating Dated Subordinated Notes due 2018 (ISIN: CA062786AD07) of The Governor and Company of the Bank of Ireland presently outstanding convened by the Issuer for 9 a.m. (London time) on the same day shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following Resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the Noteholders and constituting the Notes.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders of the €750,000,000 Callable Step-Up Floating Rate Subordinated Notes due 2017 (ISIN: XS0283474483) of The Governor and Company of the Bank of Ireland presently outstanding (the Notes and the Issuer respectively) constituted by the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the holders of the Notes (the Noteholders) hereby:

1. assents to and sanctions the deletion of paragraph 20 of the Final Terms dated 22 January 2007 (the Final Terms) and the substitution therefor of the following:

2. assents to and sanctions the Issuer amending and restating the Final Terms in order to give effect to the modifications referred to in paragraph 1 of this Resolution;

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1 of this Resolution and their implementation;

4. authorises and empowers the Trustee to concur in the modifications referred to in paragraph 1 of this Resolution and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Resolution and the implementation of the modifications referred to in paragraph 1 of this Resolution; and

5. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with the modifications referred to in paragraph 1 of this Resolution, their implementation or this Extraordinary Resolution."

The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 2 of Voting and Quorum below.

Copies of the Trust Deed and of certain other relevant documents will be available for inspection by Noteholders at the specified offices of the Paying Agents set out below.

The Extraordinary Resolution is being proposed in conjunction with an exchange offer for the Notes and Noteholders offering to exchange their Notes in that offer will vote in favour of the Extraordinary Resolution as a condition of their participation. The securities involved in this exchange offer have not been and will not be registered under the United States Securities Act of 1933, and there will be no public offer in the United States. Noteholders who are not US persons and who are located outside the United States may contact Lucid Issuer Services Limited at the contact details set out below to determine their eligibility with respect to the exchange offer.

For the avoidance of doubt, no votes will be cast at the Meeting in respect of any Notes held by or on behalf of The Governor and Company of the Bank of Ireland or any of its subsidiaries.

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Extraordinary Resolution (which it was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in this Notice, it has no objection to the Extraordinary Resolution referred to above being submitted to the Noteholders for their consideration. The Trustee has, however, not been involved in formulating the modifications referred to in the Extraordinary Resolution and makes no representation that all relevant information has been disclosed to Noteholders in this Notice. Accordingly, the Trustee urges Noteholders who are in any doubt as to the impact of the implementation of the modifications referred to in the Extraordinary Resolution to seek their own independent legal and financial advice.

VOTING AND QUORUM

1. The provisions governing the convening and holding of a Meeting are set out in Schedule 3 to the Trust Deed. A copy of the Trust Deed in respect of the Notes is available for inspection by the Noteholders during normal business hours at the specified office of the Paying Agent(s) set out below.

All of the Notes are currently represented by a bearer global note held by a common depositary for Clearstream Banking, société anonyme (Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear and, together with Clearstream, Luxembourg, the Clearing Systems).

A Noteholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent relating to the Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may either deliver his valid voting certificate(s) to the person whom he wishes to attend on his behalf or give a voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or Euroclear or on a voting instruction form obtainable from the specified offices of any of the Paying Agents set out below) instructing a Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions.

A Noteholder must request the relevant clearing system to block the Notes in his own account and to hold the same to the order or under the control of a Paying Agent not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of the relative Meeting. Notes so blocked will not be released until the earlier of:

(k) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(l) (i) in respect of (a) voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such other manner with the rules of the relevant clearing system; or

(ii) in respect of voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Bank at least 24 hours before the time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of the relevant clearing system and with the agreement of such Paying Agent to be held to its order or under its control.

2. The quorum required at the Meeting is one or more persons present holding voting certificates or being proxies and representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding. If a quorum is not present at the Meeting, the Meeting may be adjourned or dissolved and, if adjourned, the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders). The quorum at such an adjourned Meeting will be one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one third of the nominal amount of the Notes for the time being outstanding.

3. Every question submitted to the Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Meeting or by the Issuer or the Trustee or by one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one-fiftieth part of the nominal amount of the Notes then outstanding. On a show of hands every person who is present in person and produces a voting certificate or is a proxy shall have one vote. On a poll every person who is so present shall have one vote in respect of each €1 in nominal amount of the Notes so represented by the voting certificate so produced or in respect of which he is a proxy.

4. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If passed, the Extraordinary Resolution will be binding upon all the Noteholders, whether or not present at such Meeting and whether or not voting.

For any queries related to the Meeting, Noteholders should contact the Tabulation Agent at the address specified below.

PRINCIPAL PAYING AGENT

Citibank, N.A. 

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

TRUSTEE

The Law Debenture Trust Corporation p.l.c.

Fifth Floor

100 Wood Street

London EC2V 7EX

United Kingdom

TABULATION AGENT

Lucid Issuer Services Limited

Leroy House,

436 Essex Road

London N1 3QP

United Kingdom

e-mail address: boi@lucid-is.com

telephone number: +44 (0) 20 7704 0880

This Notice is given by:

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

Head Office

Lower Baggot Street

Dublin 2

Ireland

Dated 8 June 2011

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND(the Issuer)

(Established in Ireland by Charter in 1783, and having limited liability

Registered in Ireland No. C-1) 

NOTICE OF A MEETING

of the holders of those of the

€1,002,175,000 10 per cent.

Subordinated Notes due 2020(ISIN: XS0487711573)

of the Issuer presently outstanding

(the Noteholders and the Notes respectively).

NOTICE IS HEREBY GIVEN that a Meeting of the Noteholders convened by the Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD, United Kingdom on 7 July 2011 at 11:00 a.m. (London time) (or as soon as the meeting of the holders of the £197,383,000 10 per cent. Fixed/Floating Dated Subordinated Notes due 2020 (ISIN: XS0487711656) of The Governor and Company of the Bank of Ireland presently outstanding convened by the Issuer for 10:45 a.m. (London time) on the same day shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following Resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the Noteholders and constituting the Notes.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders of the €1,002,175,000 10 per cent. Fixed/Floating Dated Subordinated Notes due 2020 (ISIN: XS0487711573) of The Governor and Company of the Bank of Ireland presently outstanding (the Notes and the Issuer respectively) constituted by the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the holders of the Notes (the Noteholders) hereby:

1. assents to and sanctions 

(a) the deletion of paragraph 12 of each of the Final Terms dated (i) 11 February 2010 (the Tranche 1 Final Terms), (ii) 13 July 2010 (the Tranche 2 Final Terms) and (iii) 13 July 2010 (the Tranche 3 Final Terms) respectively, and the substitution therefor of the following:

 (b) the deletion of paragraph 20 of each of (i) the Tranche 1 Final Terms, (ii) the Tranche 2 Final Terms and (iii) the Tranche 3 Final Terms and the substitution therefor of the following:

2. assents to and sanctions the Issuer amending and restating the Tranche 1 Final Terms, the Tranche 2 Final Terms and the Tranche 3 Final Terms in order to give effect to the modifications referred to in paragraph 1 of this Resolution;

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1 of this Resolution and their implementation;

4. authorises and empowers the Trustee to concur in the modifications referred to in paragraph 1 of this Resolution and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Resolution and the implementation of the modifications referred to in paragraph 1 of this Resolution; and

5. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with the modifications referred to in paragraph 1 of this Resolution, their implementation or this Extraordinary Resolution."

The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 2 of Voting and Quorum below.

Copies of the Trust Deed and of certain other relevant documents will be available for inspection by Noteholders at the specified offices of the Paying Agents set out below.

The Extraordinary Resolution is being proposed in conjunction with an exchange offer for the Notes and Noteholders offering to exchange their Notes in that offer will vote in favour of the Extraordinary Resolution as a condition of their participation. The securities involved in this exchange offer have not been and will not be registered under the United States Securities Act of 1933, and there will be no public offer in the United States. Noteholders who are not US persons and who are located outside the United States may contact Lucid Issuer Services Limited at the contact details set out below to determine their eligibility with respect to the exchange offer.

For the avoidance of doubt, no votes will be cast at the Meeting in respect of any Notes held by or on behalf of The Governor and Company of the Bank of Ireland or any of its subsidiaries.

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Extraordinary Resolution (which it was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in this Notice, it has no objection to the Extraordinary Resolution referred to above being submitted to the Noteholders for their consideration. The Trustee has, however, not been involved in formulating the modifications referred to in the Extraordinary Resolution and makes no representation that all relevant information has been disclosed to Noteholders in this Notice. Accordingly, the Trustee urges Noteholders who are in any doubt as to the impact of the implementation of the modifications referred to in the Extraordinary Resolution to seek their own independent legal and financial advice.

VOTING AND QUORUM

1. The provisions governing the convening and holding of a Meeting are set out in Schedule 3 to the Trust Deed. A copy of the Trust Deed in respect of the Notes is available for inspection by the Noteholders during normal business hours at the specified office of the Paying Agent(s) set out below.

All of the Notes are currently represented by a bearer global note held by a common depositary for Clearstream Banking, société anonyme (Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear and, together with Clearstream, Luxembourg, the Clearing Systems).

A Noteholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent relating to the Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may either deliver his valid voting certificate(s) to the person whom he wishes to attend on his behalf or give a voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or Euroclear or on a voting instruction form obtainable from the specified offices of any of the Paying Agents set out below) instructing a Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions.

A Noteholder must request the relevant clearing system to block the Notes in his own account and to hold the same to the order or under the control of a Paying Agent not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of the relative Meeting. Notes so blocked will not be released until the earlier of:

(m) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(n) (i) in respect of (a) voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such other manner with the rules of the relevant clearing system; or

(ii) in respect of voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Bank at least 24 hours before the time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of the relevant clearing system and with the agreement of such Paying Agent to be held to its order or under its control.

2. The quorum required at the Meeting is one or more persons present holding voting certificates or being proxies and representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding. If a quorum is not present at the Meeting, the Meeting may be adjourned or dissolved and, if adjourned, the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders). The quorum at such an adjourned Meeting will be one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one third of the nominal amount of the Notes for the time being outstanding.

3. Every question submitted to the Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Meeting or by the Issuer or the Trustee or by one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one-fiftieth part of the nominal amount of the Notes then outstanding. On a show of hands every person who is present in person and produces a voting certificate or is a proxy shall have one vote. On a poll every person who is so present shall have one vote in respect of each €1 in nominal amount of the Notes so represented by the voting certificate so produced or in respect of which he is a proxy.

4. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If passed, the Extraordinary Resolution will be binding upon all the Noteholders, whether or not present at such Meeting and whether or not voting.

For any queries related to the Meeting, Noteholders should contact the Tabulation Agent at the address specified below.

PRINCIPAL PAYING AGENT

Citibank, N.A. 

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

TRUSTEE

The Law Debenture Trust Corporation p.l.c.

Fifth Floor

100 Wood Street

London EC2V 7EX

United Kingdom

TABULATION AGENT

 Lucid Issuer Services Limited

Leroy House,

436 Essex Road

London N1 3QP

United Kingdom

e-mail address: boi@lucid-is.com

telephone number: +44 (0) 20 7704 0880

This Notice is given by:

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

Head Office

Lower Baggot Street

Dublin 2

Ireland

Dated 8 June 2011.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND(the Issuer)

(Established in Ireland by Charter in 1783, and having limited liability

Registered in Ireland No. C-1) 

NOTICE OF A MEETING

of the holders of those of the

£450,000,000 Callable Subordinated Step-up

Notes due 2020(ISIN: XS0381705549)

of the Issuer presently outstanding

(the Noteholders and the Notes respectively).

NOTICE IS HEREBY GIVEN that a Meeting of the Noteholders convened by the Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD, United Kingdom on 7 July 2011 at 11:15 a.m. (London time) (or as soon as the meeting of the holders of the €1,002,175,000 10 per cent. Fixed/Floating Dated Subordinated Notes due 2020 (ISIN: XS0487711573) of The Governor and Company of the Bank of Ireland presently outstanding convened by the Issuer for 11:00 a.m. (London time) on the same day shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following Resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the Noteholders and constituting the Notes.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders of the £450,000,000 Callable Subordinated Step-up Notes due 2020 (ISIN: XS0381705549) of The Governor and Company of the Bank of Ireland presently outstanding (the Notes and the Issuer respectively) constituted by the trust deed dated 28 July 1995 (as amended and/or restated and/or supplemented from time to time, the Trust Deed) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the holders of the Notes (the Noteholders) hereby:

1. assents to and sanctions the deletion of paragraph 20 of the Final Terms dated 6 August 2008 (the Final Terms) and the substitution therefor of the following:

2. assents to and sanctions the Issuer amending and restating the Final Terms in order to give effect to the modifications referred to in paragraph 1of this Resolution;

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1of this Resolution and their implementation;

4. authorises and empowers the Trustee to concur in the modifications referred to in paragraph 1 of this Resolution and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Resolution and the implementation of the modifications referred to in paragraph 1 of this Resolution; and

5. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with the modifications referred to in paragraph 1 of this Resolution, their implementation or this Extraordinary Resolution."

The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 2 of Voting and Quorum below.

Copies of the Trust Deed and of certain other relevant documents will be available for inspection by Noteholders at the specified offices of the Paying Agents set out below.

The Extraordinary Resolution is being proposed in conjunction with an exchange offer for the Notes and Noteholders offering to exchange their Notes in that offer will vote in favour of the Extraordinary Resolution as a condition of their participation. The securities involved in this exchange offer have not been and will not be registered under the United States Securities Act of 1933, and there will be no public offer in the United States. Noteholders who are not US persons and who are located outside the United States may contact Lucid Issuer Services Limited at the contact details set out below to determine their eligibility with respect to the exchange offer.

For the avoidance of doubt, no votes will be cast at the Meeting in respect of any Notes held by or on behalf of The Governor and Company of the Bank of Ireland or any of its subsidiaries.

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Extraordinary Resolution (which it was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in this Notice, it has no objection to the Extraordinary Resolution referred to above being submitted to the Noteholders for their consideration. The Trustee has, however, not been involved in formulating the modifications referred to in the Extraordinary Resolution and makes no representation that all relevant information has been disclosed to Noteholders in this Notice. Accordingly, the Trustee urges Noteholders who are in any doubt as to the impact of the implementation of the modifications referred to in the Extraordinary Resolution to seek their own independent legal and financial advice.

VOTING AND QUORUM

1. The provisions governing the convening and holding of a Meeting are set out in Schedule 3 to the Trust Deed. A copy of the Trust Deed in respect of the Notes is available for inspection by the Noteholders during normal business hours at the specified office of the Paying Agent(s) set out below.

All of the Notes are currently represented by a bearer global note held by a common depositary for Clearstream Banking, société anonyme (Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear and, together with Clearstream, Luxembourg, the Clearing Systems).

A Noteholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent relating to the Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may either deliver his valid voting certificate(s) to the person whom he wishes to attend on his behalf or give a voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or Euroclear or on a voting instruction form obtainable from the specified offices of any of the Paying Agents set out below) instructing a Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions.

A Noteholder must request the relevant clearing system to block the Notes in his own account and to hold the same to the order or under the control of a Paying Agent not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of the relative Meeting. Notes so blocked will not be released until the earlier of:

(o) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(p) (i) in respect of (a) voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such other manner with the rules of the relevant clearing system; or

(ii) in respect of voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Bank at least 24 hours before the time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of the relevant clearing system and with the agreement of such Paying Agent to be held to its order or under its control.

2. The quorum required at the Meeting is one or more persons present holding voting certificates or being proxies and representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding. If a quorum is not present at the Meeting, the Meeting may be adjourned or dissolved and, if adjourned, the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders). The quorum at such an adjourned Meeting will be one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one third of the nominal amount of the Notes for the time being outstanding.

3. Every question submitted to the Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Meeting or by the Issuer or the Trustee or by one or more persons present holding voting certificates or being proxies and representing in the aggregate not less than one-fiftieth part of the nominal amount of the Notes then outstanding. On a show of hands every person who is present in person and produces a voting certificate or is a proxy shall have one vote. On a poll every person who is so present shall have one vote in respect of each £1 in nominal amount of the Notes so represented by the voting certificate so produced or in respect of which he is a proxy.

4. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If passed, the Extraordinary Resolution will be binding upon all the Noteholders, whether or not present at such Meeting and whether or not voting.

For any queries related to the Meeting, Noteholders should contact the Tabulation Agent at the address specified below.

PRINCIPAL PAYING AGENT

Citibank, N.A. 

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

TRUSTEE

The Law Debenture Trust Corporation p.l.c.

Fifth Floor

100 Wood Street

London EC2V 7EX

United Kingdom

TABULATION AGENT

 Lucid Issuer Services Limited

Leroy House,

436 Essex Road

London N1 3QP

United Kingdom

e-mail address: boi@lucid-is.com

telephone number: +44 (0) 20 7704 0880

This Notice is given by:

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

Head Office

Lower Baggot Street

Dublin 2

Ireland

Dated 8 June 2011.

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange