TIDMBKIC
RNS Number : 0716J
Bank of Ireland(Governor&Co)
17 December 2020
The Governor and Company of the Bank of Ireland ("Bank")
Notice of Extraordinary General Court
17 December
2020_________________________________________________________
An Extraordinary General Court ("EGC") of the Bank will be held
at 12:15 p.m. (or, if later, as soon as possible following the
conclusion or adjournment of the Extraordinary General Meeting of
the Bank of Ireland Group plc ("BOIG") convened for 11:00 a.m. on
the same date and at the same venue) on Tuesday, 19 January 2021 at
Baggot Plaza, 27 - 33 Upper Baggot Street, Dublin 4, D04 VX58,
Ireland.
The Bank became a subsidiary of BOIG in 2017, following which
only appointed representatives of BOIG (the holder of all of the
Bank's Ordinary Stock) are entitled to attend and vote at the
EGC.
The Extraordinary General Meeting ("EGM") of BOIG will be held
at 11.00 a.m. on Tuesday, 19 January 2021 at Baggot Plaza, 27 - 33
Upper Baggot Street, Dublin 4, D04 VX58, Ireland and ordinary
shareholders of BOIG are encouraged to cast their votes by proxy. A
separate Notice has been issued in respect of the BOIG EGM.
The business of the EGC will be to consider and, if thought fit,
approve certain resolutions relating to the replacement of CREST
with a system operated by Euroclear Bank SA/NV for the electronic
settlement of trading in the Bank's stock ("Resolutions"). Approval
of the Resolutions is necessary to ensure the Bank 's Stock can
continue to be settled electronically when they are traded on
Euronext Dublin and the London Stock Exchange and remain eligible
for continued admission to trading and listing on those
exchanges.
The circular which includes the Notice of the EGC ("Circular")
(and in the case of Ordinary Stockholders the accompanying Form of
Proxy) have been posted to stockholders today.
Public Health Guidelines and the EGC
The well-being of Stockholders, employees and service providers
remains a primary concern for the Directors of the Bank. Due to the
restrictions on gatherings and travel save for very limited
purposes under the regulations and the guidance issued by the
Government of Ireland and the Department of Health relating to the
Coronavirus (COVID-19), the EGC will proceed under very constrained
circumstances.
We will be seeking to conduct the EGC as safely and efficiently
as possible and in compliance with the applicable law, and guidance
in effect in connection with the Coronavirus (COVID-19) at the time
of the EGC.
In the event that it is not possible to convene and hold the EGC
either in compliance with applicable public health guidelines or
requirements, applicable law or where it is otherwise considered
that proceeding with the EGC as planned poses an unacceptable
health and safety risk, the EGC may be adjourned or postponed to a
different time and/or venue. Notification of any such adjournment
or postponement will be given in accordance with the Bank's
Bye-Laws, and applicable law.
The Bank will continue to monitor the impact of the Coronavirus
(COVID-19) and any relevant updates regarding the EGC, including
any changes to the arrangements outlined in the Circular, will be
announced via a Regulatory Information Service announcement and
will be available on www.bankofireland.com/investor .
The Circular, and the Form of Proxy (in the case of the Ordinary
Stockholders), have been made available to those who are entitled
to receive notice of the EGC. Additionally, the Circular and copies
of the documents referred to in the Circular are available to view
on the Bank's website, www.bankofireland.com/investor , and will be
available for inspection during normal business hours on any
business day from the date of this notice until the EGC at the
Company's office at Baggot Plaza, 27-33 Upper Baggot Street, Dublin
4, D04 VX58, Ireland and at Arthur Cox's London office at 12 Gough
Square, London, EC4A 3DW, United Kingdom.
In accordance with Irish Listing Rule 6.1.59 and UKLA Listing
Rule 9.6.1 these documents, and a copy of the Bye-Laws of the Bank
in the proposed amended form, will be submitted to the Irish Stock
Exchange (t/a Euronext Dublin) and the UK's National Storage
Mechanism and will shortly be available for inspection at the
following locations:
Company Announcements Office
Euronext Dublin
28 Anglesea Street
Dublin 2
and at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information, please contact:
Myles O'Grady Group Chief Financial Officer +353 (0) 76 624 3291
Sarah McLaughlin Group Secretary +353 (0) 76 624 8577
Darach O'Leary Head of Group Investor Relations +353 (0) 76 624 4711
Head of Group External Communications
Damien Garvey and Public Affairs +353 (0) 76 624 6716
Important Note
Announcements relating to the EGC contain (or may contain)
certain forward-looking statements with respect to certain of the
Bank's current expectations and projections about future events,
including the Migration, and the Bank's future financial condition
and performance. These statements, which sometimes use words such
as "aim", "anticipate", "believe", "may", "will", "should",
"intend", "plan", "assume", "estimate", "expect" (or the negative
thereof) and words of similar meaning, reflect the directors'
current beliefs and expectations and involve known and unknown
risks, uncertainties and assumptions, many of which are outside the
Bank's control and difficult to predict (certain of which are set
out in the Circular with respect to the Migration).
Due to such uncertainties and risks, readers are cautioned not
to place undue reliance on such forward-looking statements, which
speak only as of the date hereof. In light of these risks,
uncertainties and assumptions, the events described in the
forward-looking statements in this announcement may not occur. The
information contained in this announcement, including the
forward-looking statements, speaks only as of the date of this
announcement and is subject to change without notice and the Bank
does not assume any responsibility or obligation to, and does not
intend to, update or revise publicly or review any of the
information contained herein save where indicated in the Circular,
whether as a result of new information, future events or otherwise,
except to the extent required by Euronext Dublin, the Central Bank
of Ireland, the UK Financial Conduct Authority, the London Stock
Exchange, or by applicable law.
The defined terms set out in Part 9 of the Circular have the
same meaning herein.
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END
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