Bank of Ireland : Amended GovCo Bye-Laws

November 02, 2023 at 10:41 am EDT

Proposed amendments subject to

Stockholder approval on 24 November 2023

T H E G O V E R N O R A N D C O M P A N Y O F T H E

B A N K O F I R E L A N D

(Established in Ireland by Charter in 1783 and having limited liability)

BYE-LAWS

(As adopted by resolution passed by an Extraordinary General Court on 19 May 2010 and amended by resolution passed by an Extraordinary General Court on 11 July 2011 and by resolution passed by an Annual General Court on 24 April 2012 and by resolution passed by an Annual General Court on 28 April 2016 and by resolution passed by an Extraordinary General Court on 28 April 2017 and by resolution passed by an Annual General Court on 19 May 2020 and by resolution passed by an Extraordinary General Court on 19 January 2021 and by resolution passed by an Extraordinary General Court on 24 November 2023)

BA388/399/AC#48017678.13

	C O N T E N T S
Number
of		Page
Bye-Law	Number
PRELIMINARY	8
1.	Interpretation	8
2.	Conflict between provisions of Bye-Laws and those of Charter	12
CAPITAL	13
3.	Capital stock of the Bank	13
4.	Dollar Preference Stock	18
5.	Sterling Preference Stock	26
6.	Euro Preference Stock	35
7.	2005 Preference Stock	43
8.	Variation of Rights	52
9.	Capital stock to be at disposal of Directors	53
9A.	Rights attaching to stock…………………………………………………………..53
10.	Bank not obliged to recognise trusts	55
REGISTER OF MEMBERS	55
11.	Register to be kept in specified form	55
CERTIFICATES FOR STOCK IN CERTIFICATED FORM	56
12.	Members entitled to certificates for stock in certificated form	56
12A.	Uncertificated stock and migration to a central securities depository……………56
LIEN	60
13.	Bank to have lien on its stock	60
14.	Such lien to be made available by sale	60
15.	Directors may authorise transfer of stock so sold	61
16.	Proceeds of sale may be applied in payment of amount due	61
CALLS ON STOCK	61
17.	Directors may make calls to be paid by stockholders	61
18.	When call is deemed to be made	61
19.	Joint stockholders liable to pay calls	61
20.	Overdue calls liable to interest	61
21.	Any sum payable on allotment to be deemed to be a call	61
22.	Directors may receive uncalled moneys	61
TRANSFER OF STOCK	62
23.	Mode of transfer of stock	62

24.	Power to decline to register transfer	63
25.	Power to decline to register transfer in other circumstances	63
26.	Period during which registration may be suspended	63
TRANSMISSION OF STOCK	64
27.	Title to stock of deceased member	64
28.	Transmission clause - evidence of title	64
29.	Notice to be given by stockholder requiring registration	64

30. Person becoming entitled to stock on death or bankruptcy to be entitled to dividend

................................................................................................................................ 64

31.	Stock transmitted in whole units	64
FORFEITURE OF STOCK	64
32.	If calls not paid notice to be given to member	64
33.	Terms of notice	65
34.	In default of payment stock may be forfeited	65
35.	Forfeited stock to be property of Bank and may be sold	65
36.	Member whose stock has been forfeited shall cease to be a member but remains
	liable	65
37.	Declaration of forfeiture	65
38.	Provisions as to forfeiture to apply to any sum payable in respect of stock	65
INCREASE OF CAPITAL STOCK	66
39.	Power to enlarge capital stock	66
PURCHASE OF OWN STOCK	66
40.	Purchase of own stock	66
RE-ALLOTMENT OF TREASURY STOCK	66
41.	Re-allotment of Treasury Stock	66
GENERAL COURTS	67
42.	All General Courts to be held in the State	67
43.	Annual General Court	67
44.	Distinction between Ordinary General Court and Extraordinary General Court....	67
45.	Directors' power to convene Extraordinary General Court	67
46.	Extraordinary General Court called for by members	67
NOTICE OF GENERAL COURTS	68
47.	Notice of General Courts	68
48.	Accidental omission to give notice not to invalidate proceedings…………………69
PROCEEDINGS AT GENERAL COURTS	69
49.	Proceedings at General and Extraordinary General Courts	69
50.	Quorum for General Court	69
51.	If required quorum not present General Court to be adjourned	69
52.	Chairman of General Court	70

53.	If no Director present members to choose Chairman	70
54.	Chairman with consent may adjourn General Court	70
55.	How questions are to be decided	70
56.	Poll to be taken if demanded	70
57.	Equality of votes	70
58.	Poll demanded on election of Chairman or adjournment to be taken forthwith	70
VOTES OF MEMBERS	71
59.	Number of votes of members	71
60.	Disclosure of Interests in Ordinary Stock	71
61.	Joint stockholders	74
62.	How members non compos mentis may vote	74
63.	No member in arrear may vote	74
64.	No objections to be raised to qualification of voter except at General Court or
	adjournment	74
65.	Votes may be given in person or by proxy	74
66.	Proxy to be given in writing by appointer or attorney	74
67.	Deposit of proxy	75
68.	Form of proxy	76
69.	Proxy to be deemed to confer authority to demand poll	76
70.	Vote by proxy to be available although authority revoked or stock transferred	76
CORPORATIONS SOLE OR BODIES CORPORATE ACTING BY
REPRESENTATIVES AT MEETINGS	76
71.	Corporations Sole or bodies corporate acting by representatives at meetings	76
DIRECTORS	77
72.	Number of Directors	77
73.	Remuneration of Directors	77
74.	Remuneration for special services	77
75.	Declarations to be made by Directors	77
76.	Directors may become interested in company promoted by Bank	77
77.	Borrowing powers of Directors and register of charges	77
78.	Powers and duties of Directors	78
79.	Directors' power to appoint attorney	78
80.	Director who is interested in contract with the Bank must disclose his interest	78
81.	Director may hold office under the Bank	79
82.	Director may act for Bank in professional capacity	79
83.	Signing of cheques etc	79
84.	Minutes to be kept of proceedings of Directors	79
85.	Directors' pensions	79
86.	When office of Director is to be vacated	79

GOVERNOR AND DEPUTY GOVERNOR	80
87.	Election of Governor and Deputy Governor	80
MANAGING AND EXECUTIVE DIRECTORS	80
88.	Appointment of Managing Director and Executive Directors	80
89.	Directors may empower Managing Director to act for Bank	80
APPOINTMENT AND RETIREMENT OF DIRECTORS	80
90.	Retirement by rotation of Directors	80
91.	Which Directors to retire	81
92.	Retiring Directors eligible for re-election	81
93.	Power of General Court to fill a vacancy caused by retirement of Director………81
94.	Candidates for office of Director to be nominated in writing	81
95.	When Directors may fill office of Director	81
96.	Power of General Court to remove Director	81
97.	Power of General Court to fill casual vacancy	81
DIRECTORS NOMINATED BY A GOVERNMENT BODY	81
98.	Directors nominated by a Government Body	81
PROCEEDINGS OF DIRECTORS AND COMMITTEES	81
99.	Court of Directors	83
100.	Directors' quorum	84
101.	Director shall not vote in respect of contract in which he is interested	84
102.	Directors may act notwithstanding a vacancy in number	86
103.	Chairman of Court of Directors	86
104.	Directors' Powers of Management	86
105.	Directors' Powers of Delegation	87
106.	Chairman of committee	87
107.	Proceedings of committee	87

108. Acts of Directors or committees to be valid notwithstanding defect in appointment

................................................................................................................................ 87

SECRETARY	87
109.	Appointment of Secretary	87
110.	Secretary may not act in dual capacity	87
THE SEAL	87
111.	The Seal, Official Seal and local seal	87
DIVIDENDS AND RESERVES	88
112.	Declaration of dividends by General Court	88
113.	Directors may pay interim dividends	88
114.	Dividends to be paid out of profits	Error! Bookmark not defined.
115.	Reserve funds	89

116.	Apportionment of dividends	89
117.	Directors may deduct from dividends money due for calls	89
118.	Power to direct payment of dividends by distribution of specific profits	89
119.	Scrip Dividends	90
120.	Dividends payable in cash may be paid by cheque or warrant	91
121.	Dividends not to bear interest	92
122.	Unclaimed Dividends	92
123.	Untraced Stockholders	92
ACCOUNTING RECORDS AND FINANCIAL STATEMENTS	93
124.	The Directors shall keep adequate accounting records	93

Accounting records to be kept at the Office and available for inspection of Directors
................................................................................................................................ 93
Members not entitled to inspect accounting records except as authorised by Directors
................................................................................................................................ 93
Statutory financial statements and reports to be laid before Annual General Courts.
................................................................................................................................ 93
Copy of statutory financial statements, Directors' report and Auditors' report to be

	sent to members	93
CAPITALISATION OF RESERVES	94
129.	Power of General Court to capitalise reserves	94
130.	Method of capitalisation of reserves	94
131.	Capitalisation of reserves in respect of a consolidation of Ordinary Stock	94
AUDIT	95
132.	Appointment and duties of Auditors	95
NOTICES	95
133.	Service of notices	95
134.	Notice to joint stockholders	96
135.	Notice when member deceased or bankrupt	96
136.	Persons entitled to notice	96
137.	Service on transfer or transmission of stock	97
MISCELLANEOUS	97
138.	Use of computers, etc., for certain Bank records	97
139.	Use of Electronic Communication	97
140.	Destruction of stock transfer forms and cancelled stock certificates	98
141.	Authentication of documents	98
142.	Declaration of secrecy	99
143.	Indemnity	99
144.	Insurance against liability of Directors and Officers	99
145.	Record dates	99

146. Capital Reduction

BANK OF IRELAND

BYE - LAWS

for the government of the Corporation of the

Governor and Company of the Bank of Ireland and the management and

conduct of its affairs and business.

	PRELIMINARY
Interpretation	1. In these Bye-Laws, unless the context otherwise requires:

"Act" means the Companies Act 2014 and every statutory modification and re-enactment thereof for the time being in force;

"Acts" means the Act and all statutory instruments which are to be read as one with or construed or read together with or as one with the Act and every statutory modification and re-enactment thereof for the time being in force;

"Approved Exchange" means any of the Stock Exchanges (or such body or bodies as may succeed to their respective functions) and any other stock and/or investment exchange(s) which may be approved at any time by the Board for the purpose of the listing of any stock in the Bank on such exchange(s);

"Approved Market" means any market operated by an Approved Exchange;

"Auditors" means the auditors of the Bank for the time being appointed in pursuance of these Bye-Laws;

"the Bank" or "Bank of Ireland" means the body corporate entitled the Governor and Company of the Bank of Ireland which was incorporated by the Charter;

"the Bank's Acts" means the Bank of Ireland Act 1929, the enactments specified in the First Schedule to that Act and every other enactment amending any of those enactments;

"BOIG plc" has the meaning given to the term in Bye-Law 3(h);

"certificated stock" means stock other than uncertificated stock; and corresponding expressions shall be construed accordingly;

"the Charter" means the Charter or Letters Patent under the Great Seal of Ireland bearing date the 10th day of May 1783 and granted by his late Majesty King George the Third;

"Conversion Time" means 7.00 pm (Irish time) on Friday, 8 December 2023, or such other time and date as the Directors may determine and notify to relevant Preference Stockholders;

"Court of Directors" means a meeting of the Directors duly assembled under and in accordance with these Bye-Laws;

"CSD Regulations" the European Central Securities Depositories Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories, and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012;

"dematerialised instruction" means an instruction sent or received by means of a relevant system;

"the Directors" means the Directors for the time being of the Bank and includes the Governor and Deputy Governors (if any) of the Bank;

"Disclosure Notice", the notice issued in accordance with Section 1062 of the Act or a request made in accordance with section 1110B of the Act, each to the extent applicable;

"electronic communication" means information communicated or intended to be communicated to a person or public body, other than its originator, that is generated, communicated, processed, sent, received, recorded, stored or displayed by electronic means or in electronic form but does not include information communicated in the form of speech unless the speech is processed at its destination by an automatic voice recognition system; any references in this definition, the fifth last paragraph of Bye-Law 1 and Bye- Law 139 to "information", "public body", "originator", "electronic" and "person" shall have the same meaning as in Section 2 of the Electronic Commerce Act, 2000; "electronic communication" shall include the making of information and/or documents available on a website or by delivering, giving or sending the same by electronic mail;

"enactment" includes an enactment comprised in any subordinate legislation within the meaning of the Interpretation Act, 2005;

"euro Redemption Price" has the meaning given to the term in Bye-Law 6(D)(1)(a);

"Euroclear Bank" means Euroclear Bank SA/NV, an international central securities depository based in Belgium;

"Euroclear Nominees" means Euroclear Nominees Limited, a wholly owned subsidiary of Euroclear Bank, registered in England and Wales;

"Euronext Dublin" the Irish Stock Exchange plc, trading as Euronext Dublin;

"General Court" means a General Court of the members of the Bank duly assembled under and in accordance with these Bye-Laws;

"Government Body" means any of the National Treasury Management Agency, the National Pensions Reserve Fund Commission, in its capacity as controller and manager of the National Pensions Reserve Fund, the Minister for Finance or any Minister or Department of the Government of Ireland;

"holder" in relation to any stock, the member whose name is entered in the Register as the holder of the stock or, where the context permits, the members whose names are entered in the Register as the joint holders of stock;

"intermediary" has the same meaning as in Section 1110A of the Act;

"issuer-instruction" means a properly authenticated dematerialised instruction attributable to a participating issuer;

"member" means every person who agrees to become a holder of at least one unit of capital stock of the Bank and whose name is entered in the Register;

"Month" means calendar month;

"Objection Deadline" means (i) 1.00 p.m. (Irish time) on Friday, 8 December 2023 for registered holders of euro Preference Stock and/or Sterling Preference Stock held in certificated form, (ii) noon (Irish time) on Friday, 8 December 2023 for persons

holding their interest(s) in euro Preference Stock through a participant in the Euroclear System (other than through CDIs), and (iii) for persons holding their interest(s) in euro Preference Stock through CDIs in CREST, the deadline prescribed in the corporate actions bulletin issued by EUI on or around 1 November 2024 to CREST participants in respect of objecting to the conversion of Preference Stock into redeemable stock, and such date will be earlier than noon (Irish time) on Friday, 8 December 2023.

"the Office" means the head office of the Bank of Ireland at 40 Mespil Road, Dublin 2;

"officer" means any Director or Secretary;

"operator-instruction" means a properly authenticated dematerialised instruction attributable to an operator;

"operator-system" means those facilities and procedures which are part of the relevant system, which are maintained and operated by or for an operator, by which the operator generates operator-instructions and receives dematerialised instructions from system-participants and by which persons change the form in which units of a participating security are held;

"operator" means any person specified in Regulation 28 of the Regulations or approved by the Minister under the Regulations as operator of a relevant system;

"owner of any stock" means. in respect of stock held in book entry form in a central securities depository, acting in its capacity as operator of a relevant system (including, without limitation, where stock is held by Euroclear Nominees as nominee of Euroclear Bank), a person who would be entitled to be entered into the Register in respect of such stock (or an equivalent number of units of stock in a pool held by such central securities depository (or its nominee), as the case may be) if such stock were withdrawn from the relevant system in accordance with the procedures and processes of such relevant system, and for the purposes of this definition, stock held in book entry form in a relevant system shall include interests in stock represented by CDIs credited to the account of the CREST Nominee in the Euroclear System, as nominee and for the benefit of the CREST Depository (or the account of such other nominee(s) of the CREST Depository as it may determine);

"participating issuer" means a person who has issued a security which is a participating security;

"participating member state" means each state of the European Union described as such in the Economic and Monetary Union Act, 1998;

"participating security" means a security title to units of which is permitted by an operator to be transferred by means of a relevant system;

"Payment in Lieu of Dividend Amount" means a cash amount per unit of euro Preference Stock and/or Sterling Preference Stock (as applicable) equal to the amount of the dividends that would have accrued on such unit of euro Preference Stock and/or Sterling Preference Stock (as applicable) from (and including) the date of the preceding preference dividend payment date for the euro Preference Stock and/or Sterling Preference Stock (as applicable) immediately preceding the Preference Stock Redemption Date to (but excluding) the Preference Stock Redemption Date, if such dividends were cumulative and calculated on the basis of a 365 day year and the actual number of days elapsed in such period. The Payment in Lieu of Dividend Amount for each of the euro Preference Stock and the Sterling Preference Stock has been calculated in respect of the proposed Preference Stock Redemption Date of 11 December 2023, and is £8.30 for each £1 of Sterling Preference Stock redeemed, and

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Bank of Ireland Group plc published this content on 01 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 November 2023 14:40:44 UTC.

Real-time Irish S.E. Other stock markets 09:42:28 2024-05-22 am EDT			5-day change	1st Jan Change
10.7 ^EUR	+2.00%		+5.63%	+30.20%

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Bank of Ireland to Exit UK Corporate Lending Business; 40 Jobs Affected	May. 15	MT
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BANK OF IRELAND GROUP PLC	+30.20%	11.8B
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COMMONWEALTH BANK OF AUSTRALIA	+8.68%	136B

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