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#48017678.1AC#48017678.11

C O N T E N T S

Number

Page

of

Number

Bye-Law

PRELIMINARY

7

1.

Interpretation

7

2.

Conflict between provisions of Bye-Laws and those of Charter

11

CAPITAL

11

3.

Capital stock of the Bank

11

4.

Dollar Preference Stock

16

5.

Sterling Preference Stock

24

6.

Euro Preference Stock

32

7.

2005 Preference Stock

40

8.

Variation of Rights

49

9.

Capital stock to be at disposal of Directors.

50

9A.

Rights attaching to

stock…………………………………………………………..51

10.

Bank not obliged to recognise trusts

52

REGISTER OF MEMBERS

52

11.

Register to be kept in specified form

52

CERTIFICATES FOR STOCK IN CERTIFICATED FORM

53

12.

Members entitled to certificates for stock in certificated form

53

12A. Uncertificated stock and migration to a central securities depository……………54

LIEN

58

13.

Bank to have lien on its stock

58

14.

Such lien to be made available by sale.

58

15.

Directors may authorise transfer of stock so sold.

58

16.

Proceeds of sale may be applied in payment of amount due

58

CALLS ON STOCK

58

17.

Directors may make calls to be paid by stockholders

58

18.

When call is deemed to be made

58

19.

Joint stockholders liable to pay calls

58

20.

Overdue calls liable to interest

59

21.

Any sum payable on allotment to be deemed to be a call

59

22.

Directors may receive uncalled moneys

59

TRANSFER OF STOCK

59

23.

Mode of transfer of stock

59

24.

Power to decline to register transfer

60

25.

Power to decline to register transfer in other circumstances

60

26.

Period during which registration may be suspended

61

TRANSMISSION OF STOCK

61

27.

Title to stock of deceased member

61

28.

Transmission clause - evidence of title.

61

29.

Notice to be given by stockholder requiring registration

61

30.

Person becoming entitled to stock on death or bankruptcy to be entitled to

dividend

61

31.

Stock transmitted in whole units

62

FORFEITURE OF STOCK

62

32.

If calls not paid notice to be given to member

63

33.

Terms of notice

63

34.

In default of payment stock may be forfeited

63

35.

Forfeited stock to be property of Bank and may be sold

63

36.

Member whose stock has been forfeited shall cease to be a member but remains

liable

63

37.

Declaration of forfeiture

63

38.

Provisions as to forfeiture to apply to any sum payable in respect of stock

64

INCREASE OF CAPITAL STOCK

64

39.

Power to enlarge capital stock

64

PURCHASE OF OWN STOCK

64

40.

Purchase of own stock

64

RE-ALLOTMENT OF TREASURY STOCK

65

41.

Re-allotment of Treasury Stock

65

GENERAL COURTS

65

42.

All General Courts to be held in the State

65

43.

Annual General Court

65

44.

Distinction between Ordinary General Court and Extraordinary General Court

66

45.

Directors' power to convene Extraordinary General Court

66

46.

Extraordinary General Court called for by members

66

NOTICE OF GENERAL COURTS

66

47.

Notice of General Courts

66

48.

Accidental

omission

to

give

notice

not

to

invalidate

proceedings…………………67

PROCEEDINGS AT GENERAL COURTS

67

49.

Proceedings at General and Extraordinary General Courts

67

50.

Quorum for General Court

68

51.

If required quorum not present General Court to be adjourned

68

52.

Chairman of General Court

68

53.

If no Director present members to choose Chairman

68

54.

Chairman with consent may adjourn General Court

68

55.

How questions are to be decided

68

56.

Poll to be taken if demanded

69

57.

Equality of votes

69

58.

Poll demanded on election of Chairman or adjournment to be taken forthwith

69

VOTES OF MEMBERS

69

59.

Number of votes of members

69

60.

Disclosure of Interests in Ordinary Stock

70

61.

Joint stockholders

72

62.

How members non compos mentis may vote

72

63.

No member in arrear may vote

72

64.

No objections to be raised to qualification of voter except at General Court or

adjournment

72

65.

Votes may be given in person or by proxy

72

66.

Proxy to be given in writing by appointer or attorney

72

67.

Deposit of proxy

73

68.

Form of proxy

74

69.

Proxy to be deemed to confer authority to demand poll

74

70.

Vote by proxy to be available although authority revoked or stock transferred

74

CORPORATIONS SOLE OR BODIES CORPORATE ACTING BY

REPRESENTATIVES AT MEETINGS

74

71.

Corporations Sole or bodies corporate acting by representatives at meetings

74

DIRECTORS

75

72.

Number of Directors

75

73.

Remuneration of Directors

75

74.

Remuneration for special services

75

75.

Declarations to be made by Directors

75

76.

Directors may become interested in company promoted by Bank

76

77.

Borrowing powers of Directors and register of charges

76

78.

Powers and duties of Directors

76

79.

Directors' power to appoint attorney

76

80.

Director who is interested in contract with the Bank must disclose his interest

76

81.

Director may hold office under the Bank

77

82.

Director may act for Bank in professional capacity

77

83.

Signing of cheques etc.

77

84.

Minutes to be kept of proceedings of Directors

77

85.

Directors' pensions

78

86.

When office of Director is to be vacated

78

GOVERNOR AND DEPUTY GOVERNOR

78

87.

Election of Governor and Deputy Governor

78

MANAGING AND EXECUTIVE DIRECTORS

78

88.

Appointment of Managing Director and Executive Directors

78

89.

Directors may empower Managing Director to act for Bank

79

APPOINTMENT AND RETIREMENT OF DIRECTORS

79

90.

Retirement by rotation of Directors

79

91.

Which Directors to retire

79

92.

Retiring Directors eligible for re-election

79

93. Power of General Court to fill a vacancy caused by retirement of Director………79

94.

Candidates for office of Director to be nominated in writing

79

95.

When Directors may fill office of Director

79

96.

Power of General Court to remove Director

79

97.

Power of General Court to fill casual vacancy

80

DIRECTORS NOMINATED BY A GOVERNMENT BODY

80

98.

Directors nominated by a Government Body

80

PROCEEDINGS OF DIRECTORS AND COMMITTEES

80

99.

Court of Directors

82

100.

Directors' quorum

82

101.

Director shall not vote in respect of contract in which he is interested

82

102.

Directors may act notwithstanding a vacancy in number

84

103.

Chairman of Court of Directors

84

104.

Directors' Powers of Management

84

105.

Directors' Powers of Delegation

85

106.

Chairman of committee

85

107.

Proceedings of committee

85

108.

Acts of Directors or committees to be valid notwithstanding defect in appointment85

SECRETARY

86

109.

Appointment of Secretary

86

110.

Secretary may not act in dual capacity

86

THE SEAL

86

111.

The Seal, Official Seal and local seal

86

DIVIDENDS AND RESERVES

86

112.

Declaration of dividends by General Court

86

113.

Directors may pay interim dividends

87

114.

Dividends to be paid out of profits

87

115.

Reserve funds

87

116.

Apportionment of dividends

87

117.

Directors may deduct from dividends money due for calls

88

118.

Power to direct payment of dividends by distribution of specific profits

88

119.

Scrip Dividends

88

120.

Dividends payable in cash may be paid by cheque or warrant

90

121.

Dividends not to bear interest

90

122.

Unclaimed Dividends

90

123.

Untraced Stockholders

90

ACCOUNTING RECORDS AND FINANCIAL STATEMENTS

91

124.

The Directors shall keep adequate accounting records

91

125.

Accounting records to be kept at the Office and available for inspection of

Directors

92

126.

Members not entitled to inspect accounting records except as authorised by

Directors

92

  1. Statutory financial statements and reports to be laid before Annual General Courts.92
  2. Copy of statutory financial statements, Directors' report and Auditors' report to be

sent to members

92

CAPITALISATION OF RESERVES

92

129.

Power of General Court to capitalise reserves

92

130.

Method of capitalisation of reserves.

93

131.

Capitalisation of reserves in respect of a consolidation of Ordinary Stock

93

AUDIT

93

132.

Appointment and duties of Auditors

93

NOTICES

93

133.

Service of notices

93

134.

Notice to joint stockholders

94

135.

Notice when member deceased or bankrupt

94

136.

Persons entitled to notice

95

137.

Service on transfer or transmission of stock

95

MISCELLANEOUS

95

138.

Use of computers, etc., for certain Bank records

95

139.

Use of Electronic Communication

95

140.

Destruction of stock transfer forms and cancelled stock certificates

96

141.

Authentication of documents

97

142.

Declaration of secrecy

97

143.

Indemnity

97

144.

Insurance against liability of Directors and Officers

97

145.

Record dates

98

146.

Capital Reduction

104

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 suchother 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

9

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;

10

"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 theamount 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

11

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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 14:30:48 UTC.