Bank of Ireland : Proxy Form - Ordinary Shares (Extraordinary General Court)

Explanatory Notes:

1. A copy of the Notice of the EGC is available on https://investorrelations.bankofireland.com/ shareholder-information/extraordinary-general-meeting/, together with a copy of the Bye- Laws showing the proposed changes.
2. Every holder has the right to appoint some other person(s) of their choice, who need not be a Stockholder, as his/her proxy to exercise all or any of his/her rights, to attend and vote on their behalf at the EGC. A Stockholder may appoint more than one proxy to attend and vote at the EGC in respect of stock held in different securities accounts. A Stockholder acting as an intermediary on behalf of one or more clients may grant a proxy to each of its clients or their nominees provided each proxy is appointed to exercise rights attached to different shares held by the Stockholder. If the proxy is being appointed in relation to less than your full voting entitlement please enter in the box next to the proxy holder's name (see reverse) the number of stock in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a Stockholder, the full voting entitlement for that designated account). If a poll is taken at the EGC, a Stockholder present in person or proxy, holding more than one unit of stock, is not required to cast all their votes in the same way.
3. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +353 1 447 5566 or you may photocopy the reverse only of this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of stock in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
4. To be effective, the completed Form of Proxy, together with any power of attorney or other authority under which it is executed, or a notarially certified copy thereof, must be deposited with the Registrar of the Company before the deadline set out above.

1. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
2. Entitlement to attend and vote at the EGC and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.00 p.m. (Irish Time) on 20 November 2023 (or in the case of an adjournment as at the close of business on the day which is four days before the date of the adjourned meeting). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the EGC.
3. All proxy voting instructions (whether submitted directly by way of a completed Form of Proxy in the case of holders of stock in certificated (i.e. paper) form or through the Euroclear System (in the case of Euroclear Bank participants) or CREST (in the case of holders of CDIs)) must be received by the Company's Registrar by no later than 10:00 a.m. on 22 November 2023 (or, in the case of an adjournment, no later than 48 hours before the time fixed for holding the adjourned meeting). Persons holding interests in stock through the Euroclear System or CREST (via a holding in CDIs) will also need to comply with any additional voting deadlines imposed by the respective service offerings. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.
4. The above is how your address appears on the Register of Members. If this information is incorrect please call the Registrar's helpline on +353 1 447 5566 to request a change of address form or go to www.investorcentre.com/ie to use the online Investor Centre service.
5. Any alterations made to this form should be initialled.

FOLD

. . . . . . . .

HERE

Form of Proxy

You can also instruct your proxy not to vote on a resolution by inserting an "X" in the withhold box.

I/We hereby appoint the Chairman of the Meeting, with full power of substitution, OR the following person

as my/our proxy to attend and vote in respect of my/our full voting entitlement*** on my/our behalf on any matter at the EGC of the Company to be held at Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380 at 10.00 a.m. on 24 November 2023 and at any adjourned meeting thereof.

I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an X in the appropriate box.

* Please leave this box blank if you have selected the Chairman. Do not insert your own name(s). Please include an address if you have selected a person other than the Chairman.

• Please leave this box blank if you are appointing a proxy in respect of your full voting entitlement. If you are appointing the proxy in relation to less than your full voting entitlement, please insert the number of shares in relation to which they are authorised to act.
• For the appointment of more than one proxy, please refer to Explanatory Notes 2 and 3 (see front).

Please tick here to indicate if this proxy appointment is one of multiple appointments being made.

For Against Withhold

1. To consent to the Conversion of Euro Preference Stock into Redeemable Euro Preference Stock.

2. To consent to the Conversion of Sterling Preference Stock into Redeemable Sterling Preference Stock.

3. To approve and adopt the new Bye-Laws.

I/We would like my/our proxy to vote on the resolutions proposed at the EGC as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary)

FOLD

. . . . . . . .

HERE