TIDMBIRG
RNS Number : 0710J
Bank of Ireland Group PLC
17 December 2020
Bank of Ireland Group PLC ("Company")
Notice of Extraordinary General Meeting
17 December
2020_________________________________________________________
An Extraordinary General Meeting ("EGM") of the Company will be
held at Baggot Plaza, 27-33 Upper Baggot Street, Dublin 4, D04
VX58, Ireland at 11.00 a.m. on Tuesday, 19 January 2021.
The business of the EGM will be to consider and, if thought fit,
approve certain resolutions relating to the replacement of CREST
with a system operated by Euroclear Bank SA/NV for the electronic
settlement of trading in the Company's ordinary shares
("Resolutions"). Approval of the Resolutions is necessary to ensure
the Company's shares can continue to be settled electronically when
they are traded on Euronext Dublin and the London Stock Exchange
and remain eligible for continued admission to trading and listing
on those exchanges.
The circular which includes the Notice of the EGM ("Circular")
and a Form of Proxy have been made available to Shareholders today.
The Board strongly urges Shareholders to review the contents of the
Circular in their entirety, including the documents referred to
therein, and consider the Board's recommendation to vote in favour
of the Resolutions.
Public Health Guidelines and the EGM
The well-being of Shareholders, employees and service providers
remains a primary concern for the Directors of the Company. Due to
the restrictions on gatherings and travel, save for very limited
purposes, under the regulations and guidance issued by the
Government of Ireland and the Department of Health relating to the
Coronavirus (COVID-19), the EGM will proceed under very constrained
circumstances and it is expected that the meeting will only be able
to proceed with the minimum number of Shareholders required to
establish a quorum under the Articles of Association.
Shareholders are requested not to attend the EGM in person and
instead to submit a proxy form to ensure they can vote and be
represented at the EGM without attending in person. If Shareholders
wish to listen live to the EGM proceedings, they can do so by
availing of the telephone facility, which is accessed by dialling
the number set out below. Shareholders with questions can submit
those questions in writing in advance of the EGM, either by post or
by email to the addresses set out in the Circular.
We will be seeking to conduct the EGM as safely and efficiently
as possible and in compliance with the applicable law, and guidance
in effect in connection with the Coronavirus (COVID-19) at the time
of the EGM.
In the event that it is not possible to convene and hold the EGM
either in compliance with applicable public health guidelines or
requirements, applicable law or where it is otherwise considered
that proceeding with the EGM as planned poses an unacceptable
health and safety risk, the EGM may be adjourned or postponed to a
different time and/or venue. Notification of any such adjournment
or postponement will be given in accordance with the Company's
Articles of Association and applicable law.
The Company will continue to monitor the impact of the
Coronavirus (COVID-19) and any relevant updates regarding the EGM,
including any changes to the arrangements outlined in the Circular,
will be announced via a Regulatory Information Service announcement
and will be available on www.bankofireland.com/investor .
Shareholders are also encouraged to keep up-to-date with, and
follow the regulations and guidance from the Government of Ireland
and the Department of Health as circumstances may change at short
notice.
Further information in relation to the EGM
Documents
The following documents have been posted or made available to
Shareholders today:
(i) Circular which includes the Notice of the EGM and Chairman's Letter; and
(ii) Form of Proxy.
The Circular, Form of Proxy and copies of the documents referred
to in the Circular are available to view on the Company's website,
www.bankofireland.com/investor , and will be available for
inspection during normal business hours on any business day from
the date of this notice until the EGM at the Company's offices at
Baggot Plaza, 27-33 Upper Baggot Street, Dublin 4, D04 VX58,
Ireland and at Arthur Cox's London office at 12 Gough Square,
London, EC4A 3DW, United Kingdom.
Additionally, a copy of the Articles of Association in the
proposed amended form is available on the Company's website
www.bankofireland.com/investor and will remain available up to the
date of the EGM.
In accordance with Irish Listing Rule 6.1.59 and UKLA Listing
Rule 9.6.1, these documents will be submitted to Euronext Dublin
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 t/a Euronext Dublin
28 Anglesea Street
Dublin 2
and at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Alternatively, you can view all of the documents detailed above
at:
www.bankofireland.com/investor
Listening live to the EGM
If you wish to listen live to the EGM proceedings, you can
do so by availing of the telephone facility and dialling-in
to the following number at the time of the meeting:
Ireland: 01 800 946 812 or 01 242 1075
UK Direct: 0203 972 3299
International Direct: +44 0203 972 3299
Passcode: 416 904 15#
Please note that you will still need to submit your proxy
form by the relevant deadline before the EGM, as it will
not be possible to vote using the telephone facility on
the day of the EGM.
Questions
Shareholders with questions are requested to submit those
questions in writing in advance of the EGM either by post
to the Group Secretary, Bank of Ireland Group plc, Baggot
Plaza, 27 - 33 Upper Baggot Street, Dublin 4, D04 VX58,
or by email to egmquestions@boi.com . Responses to the most
common questions will be posted on our website on www.bankofireland.com/investor
.
For further information, please contact:
+353 (0) 76 624
Myles O'Grady Group Chief Financial Officer 3291
+353 (0) 76 624
Sarah McLaughlin Group Secretary 8577
+353 (0) 76 624
Darach O'Leary Head of Group Investor Relations 4711
Head of Group External Communications +353 (0) 76 624
Damien Garvey and Public Affairs 6716
Important Note
Announcements relating to the EGM contain (or may contain)
certain forward-looking statements with respect to certain of the
Company's current expectations and projections about future events,
including the Migration, and the Company's future financial
condition and performance. These statements, which sometimes use
words such as "aim", "anticipate", "believe", "may", "will",
"should", "intend", "plan", "assume", "estimate", "expect" (or the
negative thereof) and words of similar meaning, reflect the
directors' current beliefs and expectations and involve known and
unknown risks, uncertainties and assumptions, many of which are
outside the Company's control and difficult to predict (certain of
which are set out in the Circular with respect to the
Migration).
Due to such uncertainties and risks, readers are cautioned not
to place undue reliance on such forward-looking statements, which
speak only as of the date hereof. In light of these risks,
uncertainties and assumptions, the events described in the
forward-looking statements in this announcement may not occur. The
information contained in this announcement, including the
forward-looking statements, speaks only as of the date of this
announcement and is subject to change without notice and the
Company does not assume any responsibility or obligation to, and
does not intend to, update or revise publicly or review any of the
information contained herein save where indicated in the Circular,
whether as a result of new information, future events or otherwise,
except to the extent required by Euronext Dublin, the Central Bank
of Ireland, the UK Financial Conduct Authority, the London Stock
Exchange, or by applicable law.
The defined terms set out in Part 9 of the Circular have the
same meaning herein.
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END
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