Bank of Ireland : Notice of Class Meeting - Sterling Preference Stockholders

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action to take, you should consult an appropriate independent professional adviser, who, if you are taking advice in Ireland, is authorised or exempted under the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) or the Investment Intermediaries Act 1995 (as amended), or, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act, 2000 (as amended), or if you are resident in a territory outside Ireland or the United Kingdom, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all your 12.625% Non-Cumulative Sterling Preference Stock ("Sterling Preference Stock") in The Governor and Company of the Bank of Ireland (the "Company"), please forward this notice (and the accompanying documents) to the person through whom the sale or transfer is/was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred part of your holding of Sterling Preference Stock in the Company, you should retain this document and the Preference Form of Proxy ("Preference Form of Proxy") and consult the stockbroker, bank or other agent through or by whom the transfer or sale was effected.

This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in any jurisdiction in which such an offer, an invitation or a solicitation is unlawful.

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

NOTICE OF A CLASS MEETING OF

12.625% NON-CUMULATIVE STERLING PREFERENCE STOCK

(ISIN IE0000730808)

FRIDAY, 24 NOVEMBER 2023

to be held at Arthur Cox, LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380,

Ireland on Friday, 24 November 2023 at 12.00 p.m. or, if earlier,

immediately after the conclusion of the Extraordinary General Court of the Company scheduled to be held at the same location at 10.00 a.m. on Friday, 24 November 2023

A Preference Form of Proxy for use in connection with the resolution to be proposed at the Class Meeting is enclosed. To be valid, Preference Forms of Proxy must be received by the Company's Registrar, Computershare Investor Services Limited not later than 12.00 p.m. on Wednesday, 22 November 2023. The methods by which valid Preference Forms of Proxy can be delivered are set out in the notes to the Notice of the Class Meeting.

BA388/399/AC#48010674.7

The proposed conversion of the Sterling Preference Stock (defined below) into redeemable stock units, and the proposed amendments to existing redemption provisions in the Bye-Laws of the Company also require the separate approval of the holders of the Preference Stock and the Ordinary Stock of the Company (the "Stockholders"), voting at an Extraordinary General Court ("EGC") of the Company. An EGC of the Company will also be held on Friday, 24 November 2023 prior to this class meeting. The Company is sending a separate Notice of EGC to you with details of the EGC. Separate voting arrangements and proxy forms apply in respect of the EGC, as set out in the Notice of EGC.

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NOTICE OF MEETING

A Class Meeting of the holders of the 12.625% Non-Cumulative Sterling Preference Stock of £1.00 each (ISIN IE0000730808) of the Company (the "Sterling Preference Stock") will be held at Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland on Friday, 24, November 2023 at 12.00 p.m., or, if earlier, immediately after the conclusion of the Extraordinary General Court of the Company (the "EGC") scheduled to be held at the same location at 10.00 a.m. on Friday, 24 November 2023 (the "Class Meeting"), for the following purpose:

For the holders of the Sterling Preference Stock to consider and, if thought fit, to pass the following resolution (the "Resolution"):

1. As a special resolution

"THAT, subject to and conditional upon (i) the approval of resolutions 1 to 3 proposed at the EGC of the Company to be held on Friday, 24 November 2023 (the "EGC Resolutions"), details of which are set out in the notice of EGC to stockholders of the Company dated 1 November 2023 (the "Notice of EGC") (a copy of which has been delivered to registered holders of the Sterling Preference Stock), by the requisite majority of stockholders of the Company, and (ii) the approval of the requisite majority of the holders of the 12% Non- Cumulative Euro Preference Stock units of €1.27 each (ISIN IE0000730790) (the "Euro Preference Stock") at the class meeting of the holders of the Euro Preference Stock to be held on 24 November 2023, in accordance with Bye-law 5(E)(1)(b) (ii), Bye-Law 5(H) and Bye-law 8 of the Bye-laws of the Company (the "Bye-Laws") and Section 88 of the Companies Act 2014, IT IS RESOLVED that any variation, modification or abrogation of the rights attaching to the Sterling Preference Stock by virtue of the passing of the EGC Resolutions as described in the Notice of EGC, be and are hereby approved."

For the Board, Sarah McLaughlin

Company Secretary

40 Mespil Road

Dublin 4

D04 C2N4

1 November 2023

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Notes:

Entitlement to attend and vote

1. Only those holders of the Sterling Preference Stock who are registered on the Company's register of members at:

1. 6.00 p.m. on Monday, 20 November 2023 (being the Record Date specified by the Company for eligibility for voting); or
2. if the Class Meeting is adjourned, at 6.00 p.m. on the day before a date not more than 72 hours prior to the adjourned Class Meeting (the "Record Date"),

are entitled to attend and vote at the Class Meeting. The proposed Resolution approves the variation of the rights attaching to the Sterling Preference Stock. Such holders are also entitled to attend and vote on the EGC Resolutions at the EGC, and a separate notice has been sent to holders of Sterling Preference Stock in respect of the EGC.

An EGC of the Company will also be held on 24 November 2023 to consider the proposed conversion of the Preference Stock into redeemable stock units, and amendments to existing redemption provisions in the Bye-Laws of the Company. Holders of the Sterling Preference Stock are also entitled to attend and vote on certain of the EGC Resolutions at the EGC, and a separate notice has been sent to holders of Sterling Preference Stock in respect of the EGC. Separate voting arrangements and proxy forms apply in respect of the EGC, as set out in the Notice of EGC.

Website giving information regarding the Class Meeting

2. This notice of the Class Meeting, details of the total number of stock and voting rights at the date of giving this notice, the documents to be submitted to the Class Meeting, copies of any EGC Resolutions and the Resolution, the objection form and copies of the forms to be used to

vote by proxy are available on the Company's website at: https://investorrelations.bankofireland.com/shareholder-information/extraordinary-general-meeting/.

Exercising your right to vote

3. Sterling Preference Stockholders who are registered members and hold Sterling Preference Stock in certificated (i.e., paper) form can exercise your right to vote:

1. by attending the Class Meeting in person; or
2. by appointing (by returning a completed Preference Form of Proxy) the Chairperson of the Class Meeting or another person as a proxy to attend the Class Meeting and vote on your behalf.

Appointment of proxies

1. The holders of the Sterling Preference Stock are entitled to appoint a proxy to attend and vote instead of it/him/her. The Preference Form of Proxy is enclosed with this Notice or is otherwise begin delivered to holders of the Sterling Preference Stock.
2. A proxy need not be a Stockholder of the Company.

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Proxy Voting by Stockholders of holding Sterling Preference Stock in Certificated Form

1. Stockholders who are registered members and hold Sterling Preference Stock in certificated (i.e., paper) form and who wish to appoint a proxy should complete the Preference Form of Proxy in accordance with the instructions printed thereon. To be valid, all proxy instructions together with any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be submitted as soon as possible, but in any event so as to be received by the Company's Registrar, Computershare Investor Services
   (Ireland) Limited, by post to PO Box 13030, Dublin 24, or by hand to 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland no later than 12.00 p.m. (Irish time) on Wednesday, 22 November 2023 or 48 hours before any adjourned Class Meeting or (in the case of a poll taken otherwise than at or on the same day as the Class Meeting or adjourned Class Meeting) at least 48 hours before the time appointed for the 48 hours before the time appointed for taking a poll.
2. For Stockholders whose name appears on the register of members of the Company, the appointment of a proxy will not preclude that Sterling Preference Stockholder form attending and voting in person at the Class Meeting.

Voting by corporate representatives

8. Any corporation sole or body corporate which is a registered member and holds Sterling Preference Stock in certificated (i.e. paper) form may, by a document executed by or on behalf of such corporation sole or resolution of its Directors or other governing body of such body corporate, authorise such individual as it thinks fit to act as its representative in connection with the Class Meeting. Any individual so authorised shall not be entitled to appoint a proxy but shall otherwise be entitled to exercise the same powers on behalf of the corporation sole or body corporate which they represent as that representative could exercise if they were an individual member of the Company present in person.

Voting on a Poll

9. Where a poll is taken at the Class Meeting, the holder of the Sterling Preference Stock holding more than one unit of Sterling Preference Stock need not use all of its votes or cast his/her votes in the same way.

Outstanding Stock Options

10. There are no outstanding stock options issued by the Company in relation to the Sterling Preference Stock.

Further Information

1. The ISIN for the Sterling Preference Stock is: ISIN IE0000730808
2. The unique identifier code of the Class Meeting, for the purposes of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018, will be made available athttps://investorrelations.bankofireland.com/shareholder-information/extraordinary-general-meeting/once issued.

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