20 Apr 2018 16:16
Bank of Ireland Group PLC (the "Company")
Results of the 2018 Annual General Meeting ("AGM")
20 April 2018
All of the resolutions proposed at the AGM of the Company held on 20 April 2018 were duly passed.
The results of the voting on each resolution are as follows:
Resolution 1
To receive and consider the Company's Financial Statements, the Report of the Directors and the Auditors' Report for the year ended 31 December 2017.
Resolution | VotesFor | % | Votes Against | % | Votes Withheld | VotesTotal |
1 | 741,521,149 | 99.98 | 166,260 | 0.02 | 264,706 | 741,687,409 |
Resolution 2
To declare a final dividend.
Resolution | VotesFor | % | Votes Against | % | Votes Withheld | VotesTotal |
2 | 741,871,374 | 100.00 | 8,062 | 0.00 | 73,541 | 741,879,436 |
Resolution 3
To receive and consider the Group Remuneration Committee Report for the year ended 31 December 2017.
Resolution | VotesFor | % | Votes Against | % | Votes Withheld | VotesTotal |
3 | 583,874,941 | 99.16 | 4,944,358 | 0.84 | 153,129,552 | 588,819,299 |
Resolution 4
To elect the following Directors, by separate resolutions:
(a) Kent Atkinson;
(b) Richard Goulding;
(c) Patrick Haren;
(d) Archie G Kane;
(e) Andrew Keating;
(f) Patrick Kennedy;
(g) Davida Marston;
(h) Francesca McDonagh
(i) Fiona Muldoon; and
(j) Patrick Mulvihill.
Resolution | Votes For | % | Votes Against | % | Votes Withheld | Votes Total |
4 (a) | 740,559,348 | 99.83 | 1,297,654 | 0.17 | 96,105 | 741,857,002 |
4 (b) | 741,226,342 | 99.91 | 632,485 | 0.09 | 94,400 | 741,858,827 |
4 (c) | 733,705,233 | 99.24 | 5,623,764 | 0.76 | 2,623,722 | 739,328,997 |
4 (d) | 735,752,190 | 99.18 | 6,101,961 | 0.82 | 98,829 | 741,854,151 |
4 (e) | 737,134,682 | 99.36 | 4,713,997 | 0.64 | 97,137 | 741,848,679 |
4 (f) | 739,593,823 | 99.69 | 2,264,160 | 0.31 | 95,244 | 741,857,983 |
4 (g) | 741,235,986 | 99.92 | 621,248 | 0.08 | 95,867 | 741,857,234 |
4 (h) | 741,271,908 | 99.92 | 597,062 | 0.08 | 84,257 | 741,868,970 |
4 (i) | 741,244,907 | 99.92 | 618,349 | 0.08 | 89,971 | 741,863,256 |
4 (j) | 741,077,067 | 99.89 | 779,294 | 0.11 | 96,274 | 741,856,361 |
Resolution 5
To consider the continuation in office of KPMG as Auditors of the Company.
Resolution | VotesFor | % | Votes Against | % | Votes Withheld | VotesTotal |
5 | 739,139,371 | 99.63 | 2,726,786 | 0.37 | 87,036 | 741,866,157 |
Resolution 6
To authorise the Directors to fix the remuneration of the Auditors.
Resolution | VotesFor | % | Votes Against | % | Votes Withheld | VotesTotal |
6 | 741,395,786 | 99.94 | 475,019 | 0.06 | 80,858 | 741,870,805 |
Resolution 7
To authorise purchases of Ordinary Shares by the Company or subsidiaries.
Resolution | VotesFor | % | Votes Against | % | Votes Withheld | VotesTotal |
7 | 740,333,133 | 99.78 | 1,602,618 | 0.22 | 17,476 | 741,935,751 |
Resolution 8
To authorise the Directors to issue Ordinary Shares.
Resolution | VotesFor | % | Votes Against | % | Votes Withheld | VotesTotal |
8 | 724,940,095 | 97.71 | 16,980,023 | 2.29 | 32,138 | 741,920,118 |
Resolution 9
To authorise the Directors to issue Ordinary Shares on a non-pre-emptive basis for cash.
Resolution | VotesFor | % | Votes Against | % | Votes Withheld | VotesTotal |
9 | 737,000,326 | 99.34 | 4,876,758 | 0.66 | 50,961 | 741,877,084 |
Resolution 10
To authorise the Directors to issue contingent equity conversion notes, and Ordinary Shares on the conversion of such notes.
Resolution | VotesFor | % | Votes Against | % | Votes Withheld | VotesTotal |
10 | 740,173,607 | 99.77 | 1,696,933 | 0.23 | 57,505 | 741,870,540 |
Resolution 11
To authorise the Directors to issue for cash on a non-pre-emptive basis, contingent equity conversion notes, and Ordinary Shares on the conversion of such notes.
Resolution | VotesFor | % | Votes Against | % | Votes Withheld | VotesTotal |
11 | 733,122,999 | 98.82 | 8,749,548 | 1.18 | 55,498 | 741,872,547 |
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 Chairman's Letter to holders of Ordinary Shares and Notice of the Annual General Meeting which was posted to shareholders on 20 March 2018.
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.morningstar.co.uk/uk/NSM
20 April 2018
For further information contact:
Helen Nolan, Group Secretary
Tel: + 353 (0) 76 6234710
Bank Of Ireland (BIRG)