AGM 2021

May 25, 2021

Welcome to your conference call. Sarah, you are now live. Please go ahead. Thank you. Good morning, everyone, and welcome to the Annual General Meeting with Bank of Ireland Group PLC. I will now hand over to our Chairman, Patrick Tenney, to begin the meeting. Good morning, everyone. I am joined in the room, which has been adapted to adhere to social distancing measures by our Chief Executive, Francesca McDonough our Chief Chief Financial Officer, Miles O'Grady our Group Secretary, Sarah McLoughlin and a number of other Bank of Ireland colleagues who are kindly facilitating Good meeting today. And we're also joined in person by Leith Marshall, the Lead Auto Partner from KPMG, our auditor. You're very welcome to you. I hope those of you who are joining us today are well. I know people have faced many challenges during the pandemic, and I would I'd like to extend our sympathies to all who have been impacted by us. We very much hope that our next AGM in 2022 will mark a Turn to a more normal way of interacting with you, our shareholders. For today, however, we have taken steps to make this leasing accessible as many shareholders as possible while respecting the government's guidelines on social distancing and public gatherings. In order To facilitate greater shareholder engagement this year, we are providing both an audio cast and a telephone facility. The audio cast facility has been Available through the Lumi platform and allows shareholders to listen live to the AGM and submit questions during the meeting. Ireland. And we will respond to questions later in the meeting before I propose the resolutions. Any questions submitted and not answered during the meeting will be replied to Shareholders were also invited to raise questions in writing in advance of the meeting. We have responded directly to all shareholders who availed this option, and the responses have been published on our website. And a summary of these questions and our responses will also be Under Article 51 of the company's constitution, The quorum for the AGM requires the attendance of 2 persons entitled to vote upon the business to be transacted, each being a member or a proxy To remember, I have been advised by the group secretary that the requisite 2 persons are represented at the meeting by proxy. A quorum It is therefore present, and the meeting is duly constituted and can proceed. To begin, I will invite our Chief Executive, Francesca McDonough, to to give us an overview of the group's financial and business performance. And I will then invite the group secretary to outline the procedure to the remainder of the meeting. Francesca, Okay, may I pass you first, please? Thank you very much, Patrick. Good morning, everyone, and I hope you're all safe and well. We're here today to receive the financial statements for the year ended 31 December 2020. As we sit out in our annual results update, 2020 was an exceptional year with myriad challenges for the people and communities we serve and indeed for all businesses, including banks. At Bank of Ireland, from the start of the COVID-nineteen pandemic, we immediately focused our efforts on protecting and supporting our customers, our colleagues and our communities. To this end, we swiftly put in place a very wide range of support, services and initiatives. Our previous investment in transforming our culture, our systems and our business model materially helped to the speed of our response to COVID. During the period, we also remained focused on our strategic priorities, End of 2020 results reflect this. They show a return to profitability in the second half of twenty twenty along with continued delivery of our Information program and a strong focus on cost management. Arising from the difficulties posed by COVID-nineteen, We reported an underlying loss before tax of €374,000,000 for 2020. We took a substantial €1,100,000,000 impairment charge for the year. However, despite this impairment charge, We maintain our strong capital position. Our NPE ratio increased from 4.4% in 2019 to 5.7%, remaining stable in the second half of the year. And we achieved our 2021 cost target of circa 1 point €7,000,000,000 1 year early and set a new cost target of €1,500,000,000 by 2023. As we sit out in our 2020 annual results update, we recognize the importance of distributions to our shareholders. Our policy of approving distributions on a prudent and progressive basis remains unchanged. Our focus is on a return to profitability in in 2021, and our intention is for distributions to recommence as soon as possible based on performance and Capital Position. Our distribution policy also facilitates either cash dividends, share buybacks or a combination of both. In the context of the bank share price, it's also likely that future distributions may include share buyback. On the 16th April this year, we announced that we have entered into a memorandum of understanding with KBC Bank Island. This sets out our intention to explore a route that could potentially lead to a transaction, whereby Bank of Ireland commits to acquire substantially all of KBC Bank Island's performing loan assets and liabilities. This transaction remains subject to customary due diligence, further negotiation and agreement of final terms and binding documentation as well as obtaining all appropriate internal and external regulatory approvals. We will make further announcements on this in due course. Our latest interim management statement was issued on the 30th April and related to our performance for the Q1 of 2021. For the Q1, we reported a strong capital position with a fully loaded CET1 capital ratio of 13.5 percent and the regulatory CET1 capital ratio of 14.7%. Net interest income was stronger than expectations with performance stable in the 3 months to the end of March. Net lending was also stable in the period. And in relation to asset quality, we saw no notable change in loan losses since December 2020. On payment rates, 96% of payment rates had concluded with 4% remaining outstanding at the end of March 2021. Of the breaks that have concluded, 96% have returned to their pre COVID-nineteen terms with circa 4% needing some further forbearance assistance. I will now give an overview of the steps Bank of Ireland has taken to support our customers, colleagues Communities over the course of 2020. 2020 was an exceptional year for our customers, colleagues and the communities in which we live and work. Bank of Ireland colleagues' response to the challenges of the pandemic has been outstanding. And this morning, I would again like to reiterate My pride in them's personal appreciation for all that they have done. We put in place a wide range of support for our customers and protections for our colleagues, while continuing to be highly focused on the delivery of our strategy. This has included continuing our transformation, delivering service improvements for our customers and managing our costs. This has also included making progress in our responsible sustainable business strategy, which is core to how we operate as a bank. During 2020, COVID-nineteen also accelerated the multi year trends in digital engagements by our customers. We have reached a tipping point between online and offline banking. That is why we announced the decision earlier this year to reshape our branch network. In taking this step, we have entered into a new partnership with the Irish Postal Service, Bonapost. This will provide all of our customers with access to banking services at with their local post office. Combined, Bank of Ireland and On Post have a footprint of more than 1,000 locations across Ireland. I will now hand over to our Group Secretary to deal with the procedures for the meeting. Sarah? With Seneca. There are 12 resolutions to be put to today's meeting, all of which are set out and explained in the notice of the meeting, which which will be taken as read. For each resolution today, the Chairman is declaring a call. Our registrar, Computer Share Investor Services, has already provided to details the proxy received from shareholders, including those proxies which instruct the Chairman how to vote on behalf of the relevant shareholders in his capacity as the Chair of the meeting. Details of the poll results will be made available at the end of the meeting, published on the group's website and released to the stock changes after the meeting. While a vote withheld is not a vote for the purpose of today's call, details of any votes withheld will also be provided. As the Chairman advised, similar to last year's AGM, we invite questions in advance of the meeting. We've responded to all shareholders. The questions and our responses are available on the group website and any questions not made available on the website release individual accounts and administrative matters. A number of shareholders queried the timing for the reintroduction of dividends. As referenced by Francesca, the Board recognizes the importance of Distributions to Shareholders. The Board's policy of approving distributions on a prudent and progressive basis remains unchanged. The focus is on a return to profitability, and the intention is for distributions to recommence as soon as possible based on performance and capital position. When shareholders are also asked if we intended on reintroducing a dividend reinvestment option when dividends were reintroduced. As mentioned, there is a clear policy on approving distributions on a prudent and progressive basis, and the manner in which distributions might take place will remain under review by force. Finally, a shareholder queries the potential impact of Resolution 8 through 12, which provides authority to the Board to allot equity in Company. These authorities are requested on an annual basis and are within both standard governance guidelines. The Board currently has no plan to use these authorities, but they do provide the Board with flexibility to take action if they consider it to be in the best interest of shareholders as a whole and if all related to your approval during play. Again, full details are available on the Investor Relations section of the group website. So to ask a question today via Lumi, you can do so again by clicking on a message icon located in the navigation bar at the top Your screen. You then type your message into the Ask a Question box and click the arrow button to the right hand side of the message I'll hand back now to our Chairman for the business of the meeting. Patrick? Thank you, Sarah. Before I put the resolutions to The meeting, I will now take questions raised through the Rumi platform. Sarah, if you can participate, please. Great. Thank you, Patrick. We have not yet Please have any questions through the platform. So shareholders want to take a moment if you have any questions. Otherwise, Okay. Well, look, in the absence of questions, I will move to the business of the meeting. The company is presenting its Statutory financial statements for the financial year ended 31 December 2020, which were published on the 1st March 2021. Copies of the statutory financial statements, which were approved by the Board. The Director's report and the Auditor's report may be found on the company's website. The affairs of the company since that date, which Francesca referenced earlier, are summarized in the quarter 1 interim management statement, which was published on the 30th April 2021 and is available on the company's website. The full text Each resolution is set out in the notice to the meeting. I now formally propose that each of the resolutions as set out in the notice of the meeting is pushed to the meeting As follows: Resolution 1, that the financial statements, the report of the directors and the report of the auditor for the year ended 30 of December 2020 submitted to this meeting be considered and received. Resolutions 2A to 2 ks are for the Election and reelection of the directors and are each proposed as a separate resolution, so please bear with me. Resolution 2A that Mr. Giles Andrews be elected a Director of the company Resolution 2B that Ms. Evelyn Burke to be re elected to be Director of the company Resolution 2C that Mr. Ian Buchanan be re elected to be Director of the company Resolution 2d that Ms. Eileen Fitzpatrick be reelected as Director of the company Resolution 2e that Mr. Richard Gusing be reelected as Director of the company. Resolution 2F that Ms. Michelle Green be reelected a Director of the company Resolution 2 gs that I, Patrick Kennedy, be reelected a elected a Director of the company Resolution 2H that Ms. Francesca McDonough be re elected a Director of the company Resolution 2I that Mr. Fiona Muldoon be re elected a Director of the company Resolution 2J that Mr. Miles O'Grady be re elected a Director of the company Resolution 2 ks that Mr. Steve Pateman be reelected a Director of the company. Resolution 3, That the appointment of KPMG as the company's auditor be continued until the conclusion of the next AGM of the company. Resolution 4, that the remuneration of the auditors be fixed by the Board of Directors for the 2021 financial year. Resolution 5 that an extraordinary general meeting, other than an extraordinary general meeting caused for the passing of a special resolution, may be caused by not less than 14 clear days notice in writing in accordance with Article 50B of the company's articles I now move to the items of special business to be covered today. Again, the full text of each resolution is set out in the notice of the meeting. Resolution 6, to receive and consider the Director's remuneration report for the year ended 31 December 2020. This is an advisory non binding resolution. Resolution 7. This resolution seeks to renew the authority of the company or any of its subsidiaries to make market purchases of up to approximately 10% of the company's issued ordinary shares and is proposed as a special resolution. The authority, if granted, will remain in force until the close of business on the earlier of the date of the Annual General Meeting in 20 on Q2 or the 25 August, 2022. Resolution 8, this resolution seeks to renew the authority of the directors to issue ordinary shares, representing approximately 33% of the issued share capital of the company and is proposed as an ordinary resolution. The authority will expire at the close of business on the earlier of the date of the Annual General Meeting in 2022 or the 25th August 2022. Resolution 9, this resolution seeks to renew the Director's authority to a loss ordinary shares for cash without offering them first to the other ordinary shareholders and is proposed as a special resolution. This This authority is limited to an allotment pursuant to a rights issue authorized under Resolution 8 and up to a maximum number of ordinary shares, representing approximately 5% of the issued share capital of the company. The authority will expire at the close of business on the earlier update of the Annual General Meeting in 20 on 25 August, 2022. Resolution 10. This resolution seeks authority for the directors to allot an additional 5% of ordinary shares for cash without offering them first to the other ordinary shareholders for for the purpose of financing an acquisition or other capital investments in accordance with the preemption group statement of principles and is proposed as a special resolution. This authority is limited to an allotment pursuant to rights issue authorized under Resolution 8 and up to a maximum number of ordinary shares, representing approximately 5% of the issued share capital of the company. The authority will expire at the close of business on the earlier of the date of the Annual General Meeting in 2022 or the 25th August, 2022. The company currently has no plans to use this authority. Resolution 11. This resolution seeks to renew the director's authority to issue Tier 1 contingent equity conversion notes and to allot ordinary shares on the conversion of such notes. It is proposed as an ordinary resolution. This resolution will authorize the directors to issue up to a maximum aggregate number of shares of ordinary shares of €1 each in The event of conversion of Tier 1 contingent equity conversion notes representing approximately 15% of the issued ordinary shares of the company. The authority will expire at the close of business on the earlier update of the Annual General Meeting in 2022 or the 25th August, 2022. On Planning Resolution 12, this resolution will renew the directors' authority to issue for cash on a nonpreemptive Basis Tier 1 contingent equity conversion notes and ordinary shares on the conversion of such notes. It is proposed as a special resolution. This resolution will authorize the directors to issue up to a maximum aggregate number of ordinary shares of €1 each in the event of conversion of Tier 1 contingent equity conversion notes representing approximately 15% of the issued ordinary shares of the company. The authority will expire at the close of business on the earlier of the date of the Annual General Meeting in 2022 or the August 25, 2022. We will now conduct the poll on the proposals. Before the meeting, shareholders who have already submitted The proxies do not need to take any further action today. As such, I declare the polls for each matter to be voted on at this meeting open. The polls are now Proposed on the basis of the proxy votes received in advance of the meeting, we are now ready to present the preliminary voting results. The voting results show that All 11 directors have been elected or reelected as proposed, and proposals 1 through 12 have been voted for and the related resolutions have been carried. As advised earlier, details of the poll results will be published on the group's website and released to the Topic changes later today. We now move on to any other business. I've been advised by the group's secretary that no other items of business or other Totals were properly made by any shareholder of the company that requires consideration at this time. So that concludes the business of today's meeting. On behalf of the Board, I would like to repeat Francesca's appreciation and gratitude to all colleagues for their continued hard work and dedication during these difficult times. It's very Very much appreciated. And I would also, again, like to thank our shareholders for their cooperation and their understanding regarding the restrictive nature of today's I'm pleased to see the phased reopening of our economy as part of the government's Recovery resilience plan and the progress being made under the country's vaccination program there is. Thankfully, there is clear light now at the end of the tunnel. In the meantime, I hope you and your families Continue to remain healthy and stay safe. That now completes the business of today's meeting. Thank you very much.