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 |
- Statutory financial statements and reports to be laid before Annual General Courts.92
- 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
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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
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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.