Bank of Ireland : GovCo Circular and Notice of Extraordinary General Court

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND KEY VOTING DEADLINES

EGC Timetable

A timetable showing the key deadlines for (i) voting on the Resolutions, and (ii) submitting an objection to the conversion of the Preference Stock to redeemable stock is set out below.

Detailed instructions on appointing a proxy and voting are set out on pages 24 to 28 of this document. The process to be followed will depend on the manner in which a Stockholder holds their Ordinary Stock and/or Preference Stock. Please note that it is recommended that you consult with your stockbroker or other custodian or intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the EGC, and objection notices, through the EB System or CREST.

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Notes:

1. These dates are given on the basis of the Company's current expectations and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Stockholders by announcement through a Regulatory Information Service.
2. All references in this table to times are to Dublin, Ireland times.
3. Forms of Proxy and Preference Forms of Proxy for the EGC must be lodged at least 48 hours prior to the EGC. Proxies for the EGC not submitted by this time will be invalid. Additional deadlines apply to persons holding interests in Ordinary Stock and/or Preference Stock through the EB System and/or CREST and such persons are encouraged to consult with their custodian, stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the EGC, and objections to the Conversion, through the respective systems.

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PART 1

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

(Established in Ireland by Charter in 1783 and having limited liability with registered no. C-1))

DIRECTORS

Patrick Kennedy (Non-Executive Director, Bank Governor)

Richard Goulding (Non-Executive Director, Deputy-Governor)

Myles O'Grady (Executive Director, Group Chief Executive Officer)

Mark Spain (Executive Director, Group Chief Financial Officer)

Giles Andrews (Non-Executive Director)

Ian Buchanan (Non-Executive Director)

Evelyn Bourke (Non-Executive Director)

Steve Pateman (Non-Executive Director)

Eileen Fitzpatrick (Non-Executive Director)

Margaret Sweeney (Non-Executive Director)

Michele Greene (Non-Executive Director)

COMPANY SECRETARY

Sarah McLaughlin

REGISTERED OFFICE

40 Mespil Road, Dublin 4, Ireland

Letter to Stockholders

1 November 2023

To the holders of Ordinary Stock and Preference Stock

Conversion of Euro Preference Stock and Sterling Preference Stock into redeemable stock and

the redemption of such stock

Amendment of the Bye-Laws

Notice of the Extraordinary General Court ("EGC") of the Governor and Company of the Bank of Ireland (the "Company" or the "Bank") to be held at Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D03 T380, Ireland on Friday, 24 November 2023 at 10.00 a.m.

1. Introduction and Rationale

The Company previously announced on 21 June 2023 that its Preference Stock (defined below) no longer qualified as regulatory capital, and that it would be taking steps to remove these instruments, and in doing so, provide liquidity to Preference Stockholders.

Subsequent to that announcement, Bank of Ireland Nominee 3 Limited, a subsidiary of the Company's parent company, launched a tender offer to acquire both (i) the 12% Non-Cumulative Euro Preference Stock of €1.27 each in the Company (ISIN IE0000730790) (the "Euro Preference Stock"), and (ii) the 12.625% Non-Cumulative Sterling Preference Stock of £1.00 each in the Company (ISIN IE0000730808) (the "Sterling Preference Stock", and together with the Euro Preference Stock, the "Preference Stock") (the "Tender Offers").

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As a result of the Tender Offers, and the related exercise of company law compulsory acquisition rights in respect of the Sterling Preference Stock, Bank of Ireland Nominee 3 Limited acquired approximately 66% of the Euro Preference Stock and 100% of the Sterling Preference Stock.

In order to provide additional liquidity in respect of the Euro Preference Stock, and to facilitate the retirement of capital instruments that no longer qualify as regulatory capital, the Company now proposes to convert the Euro Preference Stock into redeemable stock units, which will be redeemed by the Company at the same price as applied in the Tender Offer. The Company is taking a number of steps in this regard:

1. Convening an EGC to approve the conversion of the Euro Preference Stock and Sterling Preference Stock into redeemable stock, and to amend the redemption mechanics in the Bye-Laws

This document, including the Notice set out at pages 22-24, convenes an EGC of the Company to approve the conversion of the both the Euro Preference Stock and the Sterling Preference Stock to redeemable stock units, and related changes to the existing Bye-Laws of the Company (the "Bye- Laws").

1. Convening separate Class Meetings of the holders of Euro Preference Stock and Sterling Preference Stock

The proposed Resolutions also require the separate approval of the holders of the Euro Preference Stock and of the Sterling Preference Stock as separate classes, insofar as the proposed Resolutions vary the rights attaching to that class of stock. Class Meetings of the holders of the Euro Preference Stock and the Sterling Preference Stock will also be held on Friday, 24 November 2023. The Company is sending a separate Notice of Class Meeting to the holders of the Preference Stock with details of the Class Meetings. Separate voting arrangements and proxy forms apply in respect of the Class Meetings, as set out in the Notices of Class Meeting.

1. Redemption of the Preference Stock, subject to right of holders to Object

If the Resolutions are approved at the EGC and the Class Meetings, the Company will proceed with the redemption of the Euro Preference Stock at the Euro Redemption Price (as defined below), save for any Euro Preference Stock in respect of which an Objection Notice (as detailed below) has been received.

The conversion of the Preference Stock into redeemable stock units is referred to in this document as the "Conversion", and the redemption of the Preference Stock held by Non-Objecting Stockholders (defined below) is referred to in this document as the "Redemption".

Registered holders of Euro Preference Stock ("Euro Preference Stockholders") who do not wish to have their Euro Preference Stock converted into redeemable stock will be entitled to object to their Euro Preference Stock units being converted into redeemable stock, and if such an objection is received by the Company's Registrar prior to the Objection Deadline, their Euro Preference Stock will not be converted to redeemable stock and will not be redeemed by the Company. Details of how to object to the Conversion are set out in section 2 of this letter.

However, Euro Preference Stockholders intending to vote against the Resolutions or to object to the Conversion of their Euro Preference Stock into redeemable stock are advised of the following risks:

• Risk for Euro Preference Stockholders if the Resolutions are not approved: if the Resolutions are not approved by the requisite majority, the Euro Preference Stock will not be redeemed as envisaged at the Euro Redemption Price (as defined below). It will remain the Bank of Ireland Group's (the "Group") intention, however, to acquire all of the Euro

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Preference Stock by some other mechanism, including by way of open market purchases or launching another tender offer. Any subsequent acquisitions will be subject to their own terms and conditions, which may be on terms different from the Redemption, including at a price lower (or higher) than the Euro Redemption Price. Any remaining Euro Preference Stockholders after such a subsequent offer could, where under that subsequent offer the acceptance level for triggering compulsory acquisition rights under the Companies Act 2014 (the "Companies Act") is satisfied, therefore become subject to compulsory acquisition by the Group at a price which may be lower than the Redemption Price.

• Risk for an Objecting Stockholder (defined below) if the Resolutions are approved:

1. if the Resolutions are approved at the EGC and Class Meetings, the Group currently intends to launch a tender offer in respect of the Euro Preference Stock remaining after the Redemption (i.e. the Euro Preference Stock held by stockholders that objected to the Conversion of their Euro Preference Stock into redeemable stock units prior to the Objection Deadline). There is no guarantee that the price in respect of such tender offer will be the same as the Euro Redemption Price and it may be lower (or higher) than the Euro Redemption Price. Bank of Ireland Nominee 3 Limited intends to vote in favour of the Resolutions at the EGC and the Class Meetings. However, in the event that any stockholder objects to the conversion of its Euro Preference Stock into redeemable stock units, Bank of Ireland Nominee 3 Limited intends to also object to its approximately 66% holding

of Euro Preference Stock being converted into redeemable stock units so that it can tender its holding of Euro Preference Stock in a subsequent tender offer by a member of the Group.

1. In the event that any holders of Euro Preference Stock objects to the Conversion, further tender offers may be made by a member of the Group. In the event of a subsequent tender offer made by a member of the Group, Bank of Ireland Nominee 3 Limited expects to accept the terms of such tender offer (which may be at a price lower (or higher) than the Euro Redemption Price). Depending on the number of other Objecting Stockholders other than Bank of Ireland Nominee 3 Limited, the 80% acceptance threshold required for triggering the compulsory acquisition procedure under the Companies Act may be satisfied in respect of the subsequent tender offer, and there is a significant risk that any remaining Objecting Stockholders could be subject to a compulsory acquisition, including at a price which may be lower than the Euro Redemption Price.

Although it is the Group's current intention to acquire all of the Preference Stock pursuant to the Redemption, or otherwise in respect of Preference Stock held by Objecting Stockholders, please be aware that the Group is not obliged to make further tender offers or repurchases of the Preference Stock in the future, and that the Group's intentions may change from time to time depending on circumstances.

The Company also intends to delist the Euro Preference Stock and the Sterling Preference Stock from the London Stock Exchange and Euronext Dublin prior to the end of 2023 (the "Delisting"), and a separate announcement will be made by the Company in relation to the cancellation of those listings.

Further details of the risks which Preference Stockholders should consider are set out in Part 3 (Key Risks and Further Considerations) of this document.

The Resolutions also propose the conversion of the Sterling Preference Stock into redeemable stock units, and their subsequent redemption, as provided for in the amendments to the Bye-Laws proposed in Resolution 3 (the "Amended Bye-laws"). If the Resolutions are passed, it is the Group's intention that the Sterling Preference Stock will be redeemed at the Sterling Redemption Price (defined below) at the Redemption Time. Bank of Ireland Nominee 3 Limited, as holder of all of the Sterling Preference Stock, intends to vote in favour of the Resolutions at the EGC and the Class Meetings, and thereby

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meaning that the resolution proposed at the Sterling Preference Stock Class Meeting will be passed by the requisite majority. Bank of Ireland Nominee 3 Limited also intends to vote in favour of the resolutions proposed at the EGC and the Euro Preference Stock Class Meeting, thereby making it likely that the resolution proposed at the Euro Preference Stock Class Meeting will pass by the requisite majority. Bank of Ireland Group plc, as holder of all of the Ordinary Stock in the Company, also currently intends to vote in favour of the Resolutions at the EGC, thereby meaning that the Resolutions will be passed by the requisite majority at the EGC.

As discussed in further detail in section 2 of this letter, all Preference Stockholders have the right to object to the Conversion of their Preference Stock into redeemable stock units, and to the associated payment of the Redemption Price, by submitting an Objection Notice to be received by the Company's Registrar prior to the Objection Deadline.

You will find the notice convening the EGC on pages 22-24 of this document (the "Notice of EGC").

2. Conversion and Redemption Process

The purpose of the Resolutions and the EGC is to seek approval from Stockholders for the Conversion of the Preference Stock into redeemable stock units and the amendment of the Bye-Laws to provide for the redemption of the Preference Stock at the discretion of the Company in exchange for the payment of the Redemption Price. Further information on the Resolutions is set out in section 3 of this letter below.

If the Resolutions are passed at the EGC and the Class Meetings, it is proposed that the Conversion of the Preference Stock held by Non-Objecting Stockholders (defined below) will take effect at 7.00 p.m. on Friday, 8 December 2023, following the expiration of the Objection Deadline, and that the Redemption will take effect at 7.00 a.m. on Monday, 11 December 2023 (the "Redemption Date"), with payment of the Redemption Price being made to Non-Objecting Stockholders on the Redemption Date by the Company's Registrar on behalf of the Company.

If the Resolutions are passed at the EGC and Class Meetings, a redemption notice will be sent to all registered Preference Stockholders shortly following the EGC (the "Redemption Notice") stating that the relevant Stockholder's Preference Stock will be converted into redeemable stock at the Conversion Time, and redeemed on the Redemption Date in exchange for payment of the applicable Redemption Price, unless the Company's Registrar has received a valid Objection Notice (defined below) from the relevant Preference Stockholder prior to the Objection Deadline. This process is described in more detail below. Redemption Price and Payment

The Redemption Price payable to Non-Objecting Stockholders on the Redemption Date as consideration for the Redemption of their Preference Stock is described in the Amended Bye-Laws, and is summarised as follow:

1. in respect of the Sterling Preference Stock, £18.30 for each £1 of Sterling Preference Stock redeemed (being a premium of £8.30 per £1 of Sterling Preference Stock in excess of the liquidation premium currently specified in the existing Bye-Laws), plus a Payment in Lieu of Dividend Amount of £0.39 for each £1 Sterling Preference Stock redeemed on the Redemption Date (the "Sterling Redemption Price"); and
2. in respect of the Euro Preference Stock, €22.73 for each €1.27 of Euro Preference Stock redeemed (being a premium of €10.03 per €1.27 of Euro Preference Stock in excess of the liquidation premium currently specified in the existing Bye-Laws), plus a Payment in Lieu of
   Dividend Amount of €0.47 for each €1.27 of Euro Preference Stock redeemed on the Redemption Date (the "Euro Redemption Price", and together with the "Sterling Redemption Price, the "Redemption Price").

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