EGM 2021

Jan 19, 2021

Day, and welcome to the Bank of Ireland EGM Call. My name is Julie, and I'm your event manager. During today's presentation, your lines will remain on listen only. I would like to advise all parties this conference is being recorded for replay purposes. I'd like to hand over to Sarah. Please go ahead. Thank you. Good morning, and welcome to the extraordinary general meeting of Bank of Ireland Group Plc. I will now hand over to our Chairman, Patrick Kennedy, to convene the meeting. Good morning, everyone, and I hope that those of you joining us today are well at We all continue to combat the COVID-nineteen pandemic. I do appreciate that these are unusual circumstances And at this time, ensuring the health and the well-being of the company's employees and shareholders and service providers remains of paramount importance. And as such, in the context of the restrictions announced by the government to reduce the spread of COVID-nineteen, we have arranged In order to facilitate shareholder engagement without the need for physical attendance, the telephone facility has been made available to allow shareholders to listen live to our And I would like to welcome those shareholders listening today and thank them for their understanding and for their support in respect of today's arrangements. Shareholders were also invited to raise questions in writing in advance of the AGM to the group secretary and to Under Article 51 of the company's constitution, the quorum for the EGM requires the attendance of 10 persons Entitled to vote upon the business to be transacted. Additionally, under the Migration of Participation Securities Act 2019, which is relevant to the business of The required quorum of members is at least 3 persons holding or representing by proxy at least 1 third I have been advised by the group secretary that the records of 10 persons are represented at the meeting by proxy And represent at least 1 third of the nominal value of the company's issued shares. The quorum is therefore present and the meeting is duly constituted and can proceed. The EGM has been duly convened to consider and if thought fit approved 3 resolutions. These resolutions are necessary post Brexit to ensure the company's shares can continue to be settled electronically when they are traded on Euronext Dublin and the London Stock and remain eligible for continued admission to trading and listing on those exchanges. These resolutions are also intended to facilitate the migration of the company's participating securities as defined in the Migration of Participating Securities Act 2019 From the CREST system to the settlement system operated by Euroclear Bank. Each of the resolutions to be put in today's meeting was set out and explained in the notice of meeting, which together with the explanatory notes was contained in the circular made available to shareholders and uploaded to the website of the company on 17th December last. I propose, therefore, that the circular and the notice of the EGM For each resolution today, I am declaring a poll. Our registrar, Computershare Investor Services, has already provided the details of the proxies received from shareholders, including those proxy details which 18 proxies were received in respect to 428 shares appointing other persons as their proxy. These votes have been collected and will be counted for the purpose of the poll on each resolution. Details of the poll results will be made available on the group's website and released for the stock exchanges I will now move to the business of the meeting and formally propose the 3 items of special business as set out in the notice of EGM 17th November 2020. All three resolutions proposed today are proposed as special resolutions, which will require majority of at least 75% of the votes cast to be passed and are put to the meeting as follows: Resolution 1. This resolution seeks to approve the migration of the migrating shares to Euroclear Bank's Central Securities Depository And is proposed as a special resolution. This resolution in accordance with the requirements in Sections 4, 5 and 8 of the Migration of Participating Securities Act 2019, proposes that the shareholders of the company approve of the company giving its consent to the migration of the company's participating securities from the CREST system to the settlement system operated by Euroclear Bank. Resolution 2, this resolution relates to the amendment of the Art Institute's Association of the company and is proposed as a special resolution. This resolution seeks to authorize the company to approve and adopt the New Archivist Association of the company, which have been available for inspection of the company's office The Bank of Plaza since the date of the notice of this AGM. A summary of the changes to the articles of association is that ours in the circular and are in connection with the migration. And Resolution 3, this resolution seeks to authorize and instructs the company Again, the full text of these three resolutions is set out in the notice of the meeting. Following all from the above, we will now conduct the poll on the proposals before the meeting. Shareholders who have already submitted proxies 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 proposals 1 through 3 have been voted for And the related resolutions have been carried. We now move on to any other business. I have been advised by the Group Secretary Well, that concludes the business of today's meeting. But for a moment, on behalf of the Board, I just want to take this opportunity to thank most sincerely All of our colleagues for their dedication and their hard work and their resilience over what has been a uniquely challenging 11 months. Your commitment to the bank and to our customers has been outstanding and your Board is very grateful for I would also again like to thank our shareholders for their cooperation and their understanding regarding the restricted nature Thank you. That concludes your conference call for today.