25 Apr 2014 15:30
The Governor and Company of the Bank of Ireland ("Bank of Ireland")
Results of Annual General Court
25 April 2014
All of the resolutions proposed at the Annual General Court of Bank of Ireland held on 25 April 2014 were duly passed.
The results of the voting on each resolution are as follows:
Resolution 1
To consider the Report of the Directors, the Auditors' Report and the Accounts for the year ended 31 December 2013
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
1 | 19,825,089,147 | 99.99 | 2,438,302 | 0.01 | 49,269,382 | 19,827,527,449 |
Resolution 2
To consider the Report on Directors' Remuneration for the year ended 31 December 2013
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
2 | 19,640,116,230 | 99.36 | 125,841,269 | 0.64 | 110,735,732 | 19,765,957,499 |
Resolution 3
(i) To elect Brad Martin a Director of the Court
Resolution | Votes For | % | Votes Against | % | Votes Withheld | Votes Total |
3(i) | 19,710,920,259 | 99.42 | 114,683,286 | 0.58 | 51,193,591 | 19,825,603,545 |
(ii) To re-elect the following Directors, by separate resolutions:-
(a) Kent Atkinson
(b) Richie Boucher
(c) Pat Butler
(d) Patrick Haren
(e) Archie Kane
(f) Andrew Keating
(g) Patrick Kennedy
(h) Davida Marston
(i) Patrick Mulvihill
(j) Patrick O'Sullivan
(k) Wilbur L. Ross Jr.
Resolution | Votes For | % | Votes Against | % | Votes Withheld | Votes Total |
3(ii)(a) | 19,765,101,688 | 99.70 | 59,972,694 | 0.30 | 51,725,054 | 19,825,074,382 |
3(ii)(b) | 19,766,721,935 | 99.71 | 58,462,711 | 0.29 | 51,642,453 | 19,825,184,646 |
3(ii)(c) | 19,763,872,241 | 99.69 | 60,750,976 | 0.31 | 52,175,818 | 19,824,623,217 |
3(ii)(d) | 19,755,923,071 | 99.65 | 68,945,030 | 0.35 | 51,926,334 | 19,824,868,101 |
3(ii)(e) | 19,761,856,644 | 99.68 | 62,952,799 | 0.32 | 51,987,702 | 19,824,809,443 |
3(ii)(f) | 19,766,624,435 | 99.70 | 58,502,134 | 0.30 | 51,670,308 | 19,825,126,569 |
3(ii)(g) | 19,764,922,751 | 99.70 | 60,106,090 | 0.30 | 51,768,035 | 19,825,028,841 |
3(ii)(h) | 19,765,149,978 | 99.70 | 59,700,356 | 0.30 | 51,946,542 | 19,824,850,334 |
3(ii)(i) | 19,766,338,769 | 99.71 | 58,308,752 | 0.29 | 52,149,355 | 19,824,647,521 |
3(ii)(j) | 19,766,777,532 | 99.71 | 58,128,856 | 0.29 | 51,890,487 | 19,824,906,388 |
3(ii)(k) | 18,611,192,376 | 93.88 | 1,213,923,235 | 6.12 | 51,691,508 | 19,825,115,611 |
Resolution 4
To authorise the Directors to fix the remuneration of the Auditors.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
4 | 19,656,609,930 | 99.20 | 158,955,064 | 0.80 | 61,189,452 | 19,815,564,994 |
Resolution 5
To determine the re-issue price range for treasury stock.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
5 | 19,808,439,899 | 99.97 | 6,768,068 | 0.03 | 61,498,801 | 19,815,207,967 |
Resolution 6
To renew the Directors' authority to issue Ordinary Stock on a non-pre-emptive basis for cash.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
6 | 19,749,792,333 | 99.85 | 29,463,409 | 0.15 | 57,540,037 | 19,779, 255,742 |
Resolution 7
To renew the Directors' authority to issue Ordinary Stock on a non-pre-emptive basis other than for cash.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
7 | 16,173,816,807 | 81.61 | 3,644,849,473 | 18.39 | 58,130,594 | 19,818,666,280 |
Resolution 8
To authorise the Directors' to issue for cash or non-cash on a non-pre-emptive basis, contingent equity conversion notes, and Ordinary Stock on the conversion of such notes.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
8 | 19,297,892,300 | 97.52 | 489,835,648 | 2.48 | 89,068,926 | 19,787,727,948 |
Resolution 9
To maintain the existing authority to convene an EGC by 14 days' notice.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
9 | 18,958,728,718 | 95.63 | 865,526,659 | 4.37 | 52,603,073 | 19,824,255,377 |
The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
The full text of each resolution was set out in the Governor's Letter to holders of Ordinary Stock and Notice of the Annual General Court which was posted to stockholders on 21 March 2014.
In accordance with Irish Listing Rule 6.6.2 and UK Listing Rule 9.6.2 copies of the resolutions will be submitted to the Irish Stock Exchange and the UK's National Storage Mechanism and will shortly be available for inspection at the following locations:
Company Announcements Office
The Irish Stock Exchange
28 Anglesea Street
Dublin 2
and at:
http://www.hemscott.com/nsm.do
25 April 2014
For further information contact:
Helen Nolan, Group Secretary
Tel: + 353 (0) 76 6234710