Bank of Ireland : Results of Annual General Court - 237 KB

The Governor and Company of the Bank of Ireland ("Bank of Ireland") Results of the 2017 Annual General Court ("AGC") 28 April 2017

All of the resolutions proposed at the AGC of Bank of Ireland held on 28 April 2017 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 2016.

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Votes Total
1	20,939,267,662	99.94	13,224,952	0.06	27,183,889	20,952,492,614

Resolution 2

To consider the Report on Directors' Remuneration for the year ended 31 December 2016.

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Votes Total
2	20,786,832,410	99.11	185,956,370	0.89	6,887,312	20,972,788,780

Resolution 3

To re-elect the following Directors, by separate resolutions:

1. Kent Atkinson

2. Richie Boucher

3. Pat Butler

4. Patrick Haren

5. Archie G Kane

6. Andrew Keating

7. Patrick Kennedy

8. Davida Marston

9. Fiona Muldoon

10. Patrick Mulvihill

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Votes Total
3(a)	20,888,522,606	99.58	88,443,983	0.42	2,717,682	20,976,966,589
3(b)	20,875,269,476	99.51	101,886,481	0.49	2,568,022	20,977,155,957
3(c)	20,877,494,717	99.58	87,911,390	0.42	14,148,868	20,965,406,107

3(d)	20,862,412,935	99.47	111,830,278	0.53	5,417,419	20,974,243,213
3(e)	20,836,216,219	99.33	140,218,957	0.67	3,211,229	20,976,435,176
3(f)	20,874,144,168	99.51	102,803,741	0.49	2,692,944	20,976,947,909
3(g)	20,891,367,448	99.59	85,390,556	0.41	2,744,005	20,976,758,004
3(h)	20,890,691,577	99.59	85,831,388	0.41	3,098,516	20,976,522,965
3(i)	20,891,576,987	99.59	85,257,781	0.41	2,753,799	20,976,834,768
3(j)	20,890,934,330	99.59	85,809,467	0.41	2,750,887	20,976,743,797

Resolution 4

To authorise the Directors to fix the remuneration of the Auditors.

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Votes Total
4	20,944,923,822	99.85	32,137,206	0.15	2,656,806	20,977,061,028

Resolution 5

To authorise purchases of Ordinary Stock by the Bank or subsidiaries.

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Votes Total
5	20,925,748,775	99.84	34,192,609	0.16	19,741,037	20,959,941,384

Resolution 6

To determine the re-issue price range for Treasury Stock.

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Votes Total
6	20,916,697,706	99.71	61,636,848	0.29	1,234,181	20,978,334,554

Resolution 7

To authorise the Directors to issue stock.

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Votes Total
7	17,065,627,246	81.60	3,849,133,307	18.40	64,641,298	20,914,760,553

Resolution 8

To renew the Directors' authority to issue Ordinary Stock on a non-pre-emptive basis for cash.

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Votes Total
8	20,925,629,052	99.98	4,750,260	0.02	49,344,665	20,930,379,312

Resolution 9

To renew the Directors' additional authority to issue Ordinary Stock on a non-pre-emptive basis for cash in the case of an acquisition or specified capital investment.

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Votes Total
9	16,922,743,413	80.85	4,007,229,172	19.15	49,555,745	20,929,972,585

Resolution 10

To authorise the Directors to issue contingent equity conversion notes, and Ordinary Stock on the conversion of such notes.

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Votes Total
10	20,453,950,935	97.89	440,483,836	2.11	84,927,011	20,894,434,771

Resolution 11

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	Votes For	%	Votes Against	%	Votes Withheld	Votes Total
11	19,798,162,809	94.75	1,096,227,646	5.25	84,908,287	20,894,390,455

Resolution 12

To maintain the existing authority to convene an EGC by 14 days' notice.

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Votes Total
12	19,243,640,711	91.74	1,733,529,031	8.26	2,452,102	20,977,169,742

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 15 March 2017.

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

28 April 2017

For further information contact: Helen Nolan, Group Secretary Tel: + 353 (0) 76 6234710