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Bank of Ireland Group PLC held its Annual General Meeting on 21 May 2026, where all proposed resolutions were duly passed, including ordinary and special resolutions. Following the approval of Resolution 15 with 97.53% of votes for, the Company expects to apply for the cancellation of its Ordinary Shares listing on the Official List of the FCA and trading on the London Stock Exchange, with the last day of dealings anticipated on 26 June 2026 and cancellation expected at 8:00 am on 29 June 2026.
| Date | 21 May 2026 |
| Time | 16:33:52 |
| Category | AGMs and other meetings |
| ID | 3404F |
Bank of Ireland Group PLC (the "Company")
Results of the 2026 Annual General Meeting ("AGM")
21 May 2026
The Company announces that at its AGM, held on 21 May 2026, all of the resolutions proposed were duly passed, as set out below.
Resolutions 1 to 5 (inclusive) and Resolutions 7, 10,13 and 17 were passed as ordinary resolutions and resolutions 6, 8, 9, 11, 12,14, 15, 16 and 18 were passed as special resolutions, each on a poll. The full text of each resolution was set out in the Chairman's Letter to holders of Ordinary Shares and Notice of the AGM which was posted to shareholders on 16 April 2026 and is available on the Company website at https://investorrelations.bankofireland.com.
London Stock Exchange Delisting
Following the passing of the Resolution 15, the Company expects to make applications in the coming days to the FCA to cancel the listing of the Ordinary Shares on the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange's Main Market for listed securities. It is anticipated that the last day of dealings of the Ordinary Shares on the Main Market will be Friday, 26 June 2026. Cancellation of the listing of the Ordinary Shares on the Official List of the FCA is expected to take effect at 8:00 am on Monday, 29 June 2026, being not less than 20 Business Days from the passing of Resolution 15 as required by the Listing Rules of the FCA.
The results of the voting on each resolution are as follows:
Resolution 1
To receive and consider the Company's Financial Statements for the year ended 31 December 2025, together with the Report of the Directors and the Auditor's Report.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
1 |
617,734,080 |
98.71% |
8,043,181 |
1.29% |
625,777,261 |
1,840,038 |
Resolution 2
To declare a Dividend.
|
Resolution |
Votes For |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
2 |
627,591,955 |
99.99% |
39,525 |
0.01% |
627,631,480 |
1,494 |
Resolution 3
To elect and re-elect the following Directors, by separate resolutions:
|
Resolution |
Votes For |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
3 (a) Emer Finnan |
627,570,186 |
99.99% |
23,131 |
0.01% |
627,593,317 |
23,970 |
|
3 (b) Niamh Marshall |
619,305,386 |
99.92% |
494,066 |
0.08% |
619,799,452 |
7,817,501 |
|
3 (c) Hans van der Noordaa |
617,957,330 |
99.70% |
1,840,723 |
0.30% |
619,798,053 |
7,819,234 |
|
3 (d) Akshaya Bhargava |
611,961,610 |
98.73% |
7,850,414 |
1.27% |
619,812,024 |
7,819,330 |
|
3 (e) Giles Andrews |
626,054,329 |
99.75% |
1,546,016 |
0.25% |
627,600,345 |
22,602 |
|
3 (f) Michele Greene |
620,065,208 |
98.80% |
7,535,153 |
1.20% |
627,600,361 |
22,586 |
|
3 (g) Myles O'Grady |
627,444,509 |
99.97% |
164,219 |
0.03% |
627,608,728 |
22,876 |
|
3 (h) Steve Pateman |
627,441,267 |
99.97% |
157,770 |
0.03% |
627,599,037 |
23,910 |
|
3 (i) Mark Spain |
626,204,290 |
99.78% |
1,401,253 |
0.22% |
627,605,543 |
25,706 |
|
3 (j) Margaret Sweeney |
626,053,150 |
99.75% |
1,555,870 |
0.25% |
627,609,020 |
22,229 |
Resolution 4
To consider the continuation in office of KPMG as Auditor of the Company.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
4 |
619,224,188 |
99.90% |
593,540 |
0.10% |
619,817,728 |
7,807,503 |
Resolution 5
To authorise the Directors to fix the remuneration of the Auditor for the 2026 financial year.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
5 |
619,555,940 |
99.96% |
252,968 |
0.04% |
619,808,908 |
7,810,868 |
Resolution 6
To approve the convening of an Extraordinary General Meeting on 14 days' notice for the passing of an ordinary resolution.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
6 |
593,128,393 |
94.50% |
34,491,543 |
5.50% |
627,619,936 |
5,065 |
Resolution 7
To receive and consider the Directors' Remuneration Report for the year ended 31 December 2025.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
7 |
616,747,688 |
98.27% |
10,851,098 |
1.73% |
627,598,786 |
20,990 |
Resolution 8
To authorise purchases of Ordinary Shares by the Company or subsidiaries.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
8 |
627,305,731 |
99.99% |
79,829 |
0.01% |
627,385,560 |
234,216 |
Resolution 9
To authorise the Company to re-issue treasury shares off-market at certain specified minimum and maximum prices.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
9 |
627,103,053 |
99.92% |
480,526 |
0.08% |
627,583,579 |
36,185 |
Resolution 10
To authorise the Directors' authority to issue new Ordinary Shares.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
10 |
591,618,551 |
94.27% |
35,971,537 |
5.73% |
627,590,088 |
29,688 |
Resolution 11
To authorise the Directors' to allot Ordinary Shares for cash.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
11 |
619,194,458 |
98.66% |
8,390,348 |
1.34% |
627,584,806 |
34,624 |
Resolution 12
To approve the Directors' additional authority to issue Ordinary Shares on a non-pre-emptive basis for cash in the case of an acquisition or specified capital investment.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
12 |
618,234,819 |
98.51% |
9,338,227 |
1.49% |
627,573,046 |
46,718 |
Resolution 13
To authorise the Directors to issue contingent equity conversion notes, and Ordinary Shares on the conversion of such notes.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
13 |
621,025,745 |
98.96% |
6,551,565 |
1.04% |
627,577,310 |
42,454 |
Resolution 14
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 |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
14 |
615,412,664 |
98.06% |
12,161,737 |
1.94% |
627,574,401 |
45,363 |
Resolution 15
To approve the cancellation of the Company's listing of the Ordinary Shares from the Official List of the UK Financial Conduct Authority and the removal of such Ordinary Shares from trading on the Main Market for listed securities of the London Stock Exchange plc.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
15 |
611,463,633 |
97.53% |
15,506,292 |
2.47% |
626,969,925 |
649,609 |
Resolution 16
To amend the Articles of Association for the proposed Odd-lot Offer.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
16 |
627,402,008 |
99.99% |
56,828 |
0.01% |
627,458,836 |
158,594 |
Resolution 17
To authorise the making of an Odd-lot Offer.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
17 |
627,401,698 |
99.99% |
60,632 |
0.01% |
627,462,330 |
157,430 |
Resolution 18
To authorise the making of an off-market purchase of shares.
|
Resolution |
Votes |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
18 |
627,385,561 |
99.99% |
83,197 |
0.01% |
627,468,758 |
151,006 |
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.
In accordance with Listing Rule 6.1.10 of Euronext Dublin and Listing Rule 14.3.6 of the Financial Conduct Authority, copies of all resolutions, other than those concerning ordinary business, will be submitted to the Euronext Dublin and the UK's National Storage Mechanism and will shortly be available for inspection at:
https://direct.euronext.com/#/oamfiling
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
http://www.rns-pdf.londonstockexchange.com/rns/3404F_1-2026-5-21.pdf
21 May 2026
For further information contact:
Sarah McLaughlin, Group Secretary
Tel: +353 87 4315242