28 Apr 2016 16:50
The Governor and Company of the Bank of Ireland ("Bank of Ireland")
Results of Annual General Court
28 April 2016
All of the resolutions proposed at the Annual General Court of Bank of Ireland held on 28 April 2016 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 2015.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
1 | 21,538,024,736 | 99.97 | 7,374,661 | 0.03 | 172,044 | 21,545,399,397 |
Resolution 2
To consider the Report on Directors' Remuneration for the year ended 31 December 2015.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
2 | 21,399,204,487 | 99.34 | 141,515,434 | 0.66 | 4,850,685 | 21,540,719,921 |
Resolution 3
(i) To elect Fiona Muldoon a Director of the Court.
Resolution | Votes For | % | Votes Against | % | Votes Withheld | Votes Total |
3(i) | 21,460,980,891 | 99.61 | 83,816,198 | 0.39 | 772,689 | 21,544,797,089 |
(ii) To re-elect the following Directors, by separate resolutions:
(a) Kent Atkinson
(b) Richie Boucher
(c) Pat Butler
(d) Patrick Haren
(e) Archie G Kane
(f) Andrew Keating
(g) Patrick Kennedy
(h) Davida Marston
(i) Brad Martin
(j) Patrick Mulvihill
Resolution | Votes For | % | Votes Against | % | Votes Withheld | Votes Total |
3(ii)(a) | 21,442,032,384 | 99.52 | 102,983,493 | 0.48 | 553,526 | 21,545,015,877 |
3(ii)(b) | 21,432,374,688 | 99.48 | 112,619,841 | 0.52 | 342,319 | 21,544,994,529 |
3(ii)(c) | 21,391,559,944 | 99.59 | 89,085,775 | 0.41 | 64,924,059 | 21,480,645,719 |
3(ii)(d) | 21,459,585,473 | 99.60 | 85,346,962 | 0.40 | 512,648 | 21,544,932,435 |
3(ii)(e) | 21,437,916,783 | 99.50 | 107,094,145 | 0.50 | 560,513 | 21,545,010,928 |
3(ii)(f) | 21,367,616,510 | 99.18 | 176,911,880 | 0.82 | 513,883 | 21,544,528,390 |
3(ii)(g) | 21,460,304,031 | 99.61 | 84,802,968 | 0.39 | 461,959 | 21,545,106,999 |
3(ii)(h) | 21,460,155,566 | 99.61 | 84,900,236 | 0.39 | 495,639 | 21,545,055,802 |
3(ii)(i) | 21,303,487,048 | 99.19 | 174,046,106 | 0.81 | 68,036,624 | 21,477,533,154 |
3(ii)(j) | 21,458,612,643 | 99.60 | 86,469,326 | 0.40 | 478,176 | 21,545,081,969 |
Resolution 4
To authorise the Directors to fix the remuneration of the Auditors.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
4 | 21,436,007,079 | 99.50 | 108,335,627 | 0.50 | 994,342 | 21,544,342,706 |
Resolution 5
To authorise purchases of Ordinary Stock by the Bank or subsidiaries.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
5 | 21,533,850,161 | 99.99 | 2,135,369 | 0.01 | 9,585,736 | 21,535,985,530 |
Resolution 6
To determine the re-allotment price range for Treasury Stock.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
6 | 21,165,199,172 | 98.24 | 378,724,769 | 1.76 | 591,420 | 21,543,923,941 |
Resolution 7
To authorise the Directors to issue stock.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
7 | 20,022,909,870 | 92.93 | 1,522,169,292 | 7.07 | 492,104 | 21,545,079,162 |
Resolution 8
To renew the Directors' authority to issue Ordinary Stock on a non-pre-emptive basis for cash.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
8 | 19,770,215,871 | 94.59 | 1,130,199,229 | 5.41 | 645,149,859 | 20,900,415,100 |
Resolution 9
To authorise the Directors to issue contingent equity conversion notes, and Ordinary Stock on the conversion of such notes.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
9 | 20,816,994,380 | 98.34 | 351,220,817 | 1.66 | 377,356,139 | 21,168,215,197 |
Resolution 10
To authorise the Directors to issue for 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 |
10 | 20,341,851,031 | 96.10 | 826,092,363 | 3.90 | 377,604,857 | 21,167,943,394 |
Resolution 11
To maintain the existing authority to convene an EGC by 14 days' notice.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
11 | 20,154,733,224 | 93.55 | 1,390,604,253 | 6.45 | 233,964 | 21,545,337,477 |
Resolution 12
To adopt amended Bye-Laws of the Bank.
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTES WITHHELD | VOTESTOTAL |
12 | 21,542,833,748 | 99.99 | 1,879,429 | 0.01 | 858,264 | 21,544,713,177 |
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 14 March 2016.
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
28 April 2016
For further information contact:
Helen Nolan, Group Secretary
Tel: + 353 (0) 76 6234710