This Objection Form should be read in conjunction with the Notice of the Extraordinary General Court ("EGC") of the Company (defined below), and accompanying document, issued to Stockholders on 1 November 2023 (the "Notice"). Capitalised terms used in this Objection Form and not otherwise defined herein have the same meaning as in the Notice, and accompanying document.

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))

(the "Company")

OBJECTION FORM FOR THE PREFERENCE STOCK

For completion by Preference Stockholders who hold Preference Stock in certificated form and who object to the

Conversion of their Preference Stock into redeemable stock and to the associated payment of the applicable Redemption

Price on Redemption

ACTION TO BE TAKEN

  • IF YOU OBJECT to the Conversion of your Preference Stock into redeemable stock at the Conversion Time, and to the payment of the applicable Redemption Price on the Redemption Date, you must tick the box in Part 2, complete Parts 1 and 3 and return this form.
  • If YOU OBJECT, YOU WILL NOT RECEIVE PAYMENT OF THE REDEMPTION PRICE as set out in the Notice (being £18.30 for each £1 of Sterling Preference Stock redeemed, plus a Payment in Lieu of Dividend Amount of £0.39 for each £1 Sterling Preference Stock redeemed, and €22.73 for each €1.27 of Euro Preference Stock redeemed, plus a Payment in Lieu of Dividend Amount of €0.47 for each €1.27 of Euro Preference Stock redeemed.
  • IF YOU DO NOT OBJECT to the Conversion of your Preference Stock into redeemable stock at the Conversion Time and the payment of the applicable Redemption Price on the Redemption Date, then you should not take any action with this form.
  • Preference Stockholders who object to the Conversion and the payment of the applicable Redemption Price on the Redemption Date must print, complete and return this form by standard post (or by using the business reply envelope enclosed with the Notice) to the Company's Registrar at the following address if by post: PO Box 13030, Dublin 24, or if by hand to: 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, in each case, so that this objection form is received by the Registrar at any time prior to the Objection Deadline of 1.00 p.m. on Friday, 8 December 2023, in order to retain their holdings.
  • If YOU OBJECT to the Conversion and validly complete and return this Objection Form before the Objection Deadline, YOU WILL NOT RECEIVE PAYMENT OF THE REDEMPTION PRICE on the Redemption Date, YOU WILL RECEIVE NO PAYMENT FROM THE COMPANY in respect of the conversion and you will retain your current holding of Preference Stock as non-redeemable Preference Stock.
  • If this Objection Form is validly returned before the Objection Deadline in accordance with the requirements and instructions set out in the document accompanying the Notice, then the Preference Stock referred to in the Objection Form will not be converted into redeemable shares at the Conversion Time, will not be redeemed and cancelled on the Redemption Date, and the holders of such Preference Stock will not receive payment of the applicable Redemption Price on the Redemption Date.
    If YOU OBJECT you must print, complete and send this Objection Form by standard post or by using the business reply envelope enclosed with the Notice to Computershare Investor Services (Ireland) Limited, the Company's Registrar, at the following address if by post: PO Box 13030, Dublin 24, or if by hand to: 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, in each case, so that this objection form is received by the Registrar at any time prior to the Objection Deadline of 1.00 p.m. on Friday, 8 December 2023.
  • Please note that the number of Preference Stock that will be counted as the subject of an objection will be as at the time the Redemption and cancellation becomes effective, being 7.00 a.m. on Monday, 11 December 2023.
  • The Court of Directors of the Company reserves the right to accept or reject any Objection Form including but not limited to where the Preference Stockholder has not completed all the required information in the Objection Form received by the Registrar, Computershare Investor Services (Ireland) Limited by the Objection Deadline.

NOTES

To be effective, this Objection Form must, except as mentioned below, be signed personally by the registered holder or, in the case of a joint holder, by ALL the joint holders. A company incorporated in Ireland must execute by a duly authorised director. To avoid inconvenience and delay, the following points may assist you:

  • If the sole holder has died: if grant of probate or letters of administration has/have been registered with Computershare Investor Services (Ireland) Limited, this Objection Form must be signed by the personal representative(s) of the deceased and returned to Computershare Investor Services (Ireland) Limited, Unit 3100, Lake Drive, Citywest Business Campus, Dublin 24. If grant of probate or letters of administration has not/have not been registered with the Company or Computershare Investor Services (Ireland) Limited, the personal representatives or the prospective personal representatives or executors should sign this Objection Form and forward it to the Registrar, Computershare Investor Services (Ireland) Limited, Unit 3100, Lake Drive, Citywest Business Campus, Dublin 24. However, grant of probate or letters of administration must be lodged with Computershare Investor Services (Ireland) Limited, Unit 3100, Lake Drive, Citywest Business Campus, Dublin 24 before the Objection Form can be considered to be validly delivered.
  • If one of the joint-registeredholders has died: this Objection Form must be signed by all surviving holders and lodged with Computershare Investor Services (Ireland) Limited, Unit 3100, Lake Drive, Citywest Business Campus, Dublin 24 and accompanied by the death certificate. However, grant of probate or letters of administration in respect of the deceased holder must be lodged with Computershare Investor Services (Ireland) Limited, Unit 3100, Lake Drive, Citywest Business Campus, Dublin 24 before the Objection Form can be considered to be validly delivered.
  • If the form has been signed under power of attorney: the completed Objection Form should be lodged with Computershare Investor Services (Ireland) Limited, Unit 3100, Lake Drive, Citywest Business Campus, Dublin 24 in the manner set out above accompanied by the original power of attorney (or a copy duly certified thereof). The power of attorney will be noted by Computershare Investor Services (Ireland) Limited and returned as directed.
  • The Company reserves the right at its sole discretion to allow (or not) any Stockholder to correct or withdraw an Objection Form completed by it in error provided the corrected Objection Form or request for withdrawal of Objection Form is validly delivered or received by the Registrar Computershare Investor Services (Ireland) Limited by no later than the Objection Deadline.
  • If you are in any doubt as to how to complete this form, or you require additional assistance, please contact Computershare Investor Services Ireland (Limited) during normal business hours by phone on +353 1 4475566 or at Computershare Investor Services (Ireland) Limited, Unit 3100, Lake Drive, Citywest Business Campus, Dublin 24.

Page 3

PLEASE COMPLETE THE OBJECTION FORM AS EXPLAINED ON PAGES 1 & 2 IN BLOCK

CAPITALS

1

PLEASE ENTER YOUR FULL NAME(S) AND ADDRESS IN THE BOX BELOW

Please enter the Number of Preference Stock held by you in the box below

Please enter your Shareholder Reference Number in the box below (if known) e.g. C0123456789

SRN:

IMPORTANT - Please provide a daytime contact telephone number in case of queries.

(include prefix)…………………………………………………………………………………………………

2

TO BE COMPLETED BY ALL CERTIFICATED PREFERENCE STOCKHOLDERS WHO RETURN THIS FORM.

Confirm your choice by means of an "X"

I wish to object to the Conversion of my holding of Preference Stock into redeemable stock at the Conversion Time and to the payment of the Redemption Price on the Redemption Date and I confirm that I wish to retain my Preference Stock

3

Preference Stockholders

1

Signature

Name

Date

2

Signature

Name

Date

3

Signature

Name

Date

4

Signature

Date

Name

Execution by a company: The common seal was affixed/executed on behalf of the company named above in the presence of:

WKF1931BOII

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

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 14:40:44 UTC.